Exhibit 4.2


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”) OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAW, AND MAY NOT BE SOLD,
TRANSFERRED, ASSIGNED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES OR AN OPINION
OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. HOLDERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


 


WARRANT
TO PURCHASE ORDINARY SHARES of RAILVISION LTD. 


 


This
Warrant (this “Warrant”)
is issued on         November, 2016 (the “Warrant Issue
Date”) to _________________________ (the “Holder”) by Railvision Ltd., a company incorporated
under the laws of the State of Israel (the “Company”), pursuant to the terms of the Shares Purchase
Agreement, dated as of August 4, 2016 by and among the Company, the Holder and the other parties thereto (the
“SPA”).


 


Any
capitalized term not specifically defined herein shall have such meaning as is ascribed to it in the SPA.


 


		1.	Purchase
                                         Shares. Subject to the terms and conditions hereinafter set forth, the Holder is
                                         entitled to purchase from the Company up to ______ fully paid and non-assessable ordinary
                                         shares of the Company, each with a nominal value of NIS 0.01 (the “Warrant Share/s”).
                                         The number of the Warrant Shares issuable pursuant to this Section 1 may be adjusted
                                         from time to time pursuant to the terms hereof and subject to further adjustments in
                                         accordance with the provisions of the Company’s Amended and Restated Articles of Association,
                                         as may be amended from time to time (the “Articles”). The Warrant Shares
                                         shall have the same rights, preferences and privileges attached to the ordinary shares
                                         of the Company as set forth in the Articles as in effect upon exercise hereof.



 


		2.	Exercise
                                         Price. The exercise price for each Warrant Share purchasable under this Warrant shall
                                         be US$189.09 (the “Exercise Price Per Share”). The aggregate purchase
                                         price for all of the Warrant Shares purchasable hereunder is US$ _______ (the “Exercise
                                         Price”).



 


		3.	Exercise
                                         Period. This Warrant may be exercised, in whole or in part, at any time within 18
                                         months as of the Warrant Issue Date (the “Exercise Period”). This Warrant
                                         shall, at the end of the Exercise Period, no longer be exercisable and become null and
                                         void.



 


		4.	Method
                                         of Exercise.



 


		4.1.	Exercise
                                         for Cash. At any time during the Exercise Period the Holder may exercise this Warrant,
                                         in whole or in part, on one or more occasions. Such exercise shall be effected by the
                                         surrender of this Warrant, together with a duly executed copy of the form of Notice of
                                         Exercise attached hereto as Exhibit A, to the chief executive officer of
                                         the Company at its principal offices and the payment to the Company of an amount equal
                                         to the aggregate of the Exercise Price Per Share for all of the Warrant Shares being
                                         purchased, in immediately available cash funds in US dollars or in NIS (at the Holder’s
                                         election) in accordance with the representative rate of exchange published on the date
                                         of exercise of this Warrant.



 






     

     


    

 


		5.	Issuance
                                         of Shares on Exercise. The Company agrees that following an exercise as provided
                                         in Section 4 above, the Warrant Shares so purchased shall be issued and the Holder shall
                                         be deemed the record owner of such Warrant Shares as of the close of business on the
                                         date on which the last of the actions required to exercise the Warrant as provided in
                                         Section above has been completed (the “Warrant Exercise Date”) and the
                                         Holder shall be deemed to be the Holder of the shares issuable upon such exercise, notwithstanding
                                         that the share transfer books of the Company shall then be closed and that certificates
                                         representing such shares shall not then be actually delivered to the Holder, and shall
                                         be automatically bound by any shareholders rights agreement then in effect to which all
                                         other holders of outstanding ordinary shares of the Company are a party.



 


		6.	Certificates
                                         for Shares. Upon the exercise of this Warrant in whole or in part, the Company at
                                         its expense shall issue and deliver to the Holder a share certificate for the number
                                         of Warrant Shares to which such Holder shall be entitled, as soon as practicable thereafter
                                         and in any event no later than thirty (30) days thereafter.



 


		7.	Adjustments



 


The
Exercise Price Per Share and the number and class of Warrant Shares purchasable hereunder are subject to adjustment from time
to time, as follows:


 


		7.1.	Adjustment
                                         for Shares Splits and Combinations. If the Company at any time or from time to time
                                         effects a subdivision of the outstanding Ordinary Shares, the number of Warrant
                                         Shares issuable upon exercise of this Warrant immediately before the subdivision shall
                                         be proportionately increased, and conversely, if the Company at any time or from time
                                         to time combines the outstanding Ordinary Shares, the number of Warrant Shares issuable
                                         upon exercise of this Warrant immediately before the combination shall be proportionately
                                         decreased. Any adjustment under this Section ‎7.1 shall become effective at the close
                                         of business upon the date the subdivision or combination becomes effective.



 


		7.2.	Adjustment
                                         for Certain Dividends and Distributions. In the event the Company at any time or
                                         from time to time makes, or fixes a record date for the determination of holders of Ordinary
                                         Shares entitled to receive a dividend or other distribution, payable only in additional
                                         shares of the Company, then and in each such event the number of Warrant Shares issuable
                                         upon exercise of this Warrant shall be increased as of the time of such issuance or,
                                         in the event such a record date is fixed, as of the close of business on such record
                                         date, by multiplying the number of Warrant Shares issuable upon exercise of this Warrant
                                         by a fraction: (i) the numerator of which shall be the total number of Ordinary Shares
                                         of the Company issued and outstanding immediately prior to the time of such issuance
                                         or the close of business on such record date plus the number of shares issuable in payment
                                         of such dividend or distribution, and (ii) the denominator of which is the total number
                                         of Ordinary Shares of the Company issued and outstanding immediately prior to the time
                                         of such issuance or the close of business on such record date; provided, however, that
                                         if such record date is fixed and such dividend is not fully paid or if such distribution
                                         is not fully made on the date fixed thereof, the number of Warrant Shares issuable upon
                                         exercise of this Warrant shall be recomputed accordingly as of the close of business
                                         on such record date and thereafter the number of Warrant Shares issuable upon exercise
                                         of this Warrant shall be adjusted pursuant to this Section 7.2 as of the time of actual
                                         payment of such dividends or distributions.



 






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		7.3.	Adjustments
                                         for Other Dividends and Distributions. In the event the Company at any time or from
                                         time to time makes, or fixes a record date for the determination of holders of Ordinary
                                         Shares entitled to receive a dividend or other distribution payable in securities of
                                         the Company other than shares, then in each such event provision shall be made so that
                                         Holder shall receive upon exercise of this Warrant, in addition to the number of Warrant
                                         Shares receivable thereupon, the amount of securities of the Company that Holder would
                                         have received had this Warrant been exercised for Warrant Shares immediately prior to
                                         such event (or the record date for such event) and had Holder thereafter, during the
                                         period from the date of such event to and including the date of exercise, retained such
                                         securities receivable by it as aforesaid during such period, subject to all other adjustments
                                         called for during such period under this Section and the Articles with respect to the
                                         rights of Holder.



 


		7.4.	Adjustment
                                         for Reclassification, Exchange and Substitution. In the event of any Reorganization
                                         (as defined below), then, as a part of such Reorganization, lawful provisions shall be
                                         made, so that Holder shall thereafter only have the right to purchase, at a total price
                                         not to exceed that payable upon the exercise of this Warrant in full, the kind and amount
                                         of Company’s shares and other securities and property receivable upon such Reorganization
                                         by a holder of the number of shares of the class of the Warrant Shares which might have
                                         been purchased by Holder immediately prior to such Reorganization, and in any such case
                                         appropriate provisions shall be made with respect to the rights and interest of Holder
                                         to the end that the provisions hereof (including without limitation, provisions for the
                                         adjustment of the Exercise Price Per Share and the number of shares issuable hereunder)
                                         shall thereafter be applicable in relation to any shares or other securities and property
                                         thereafter deliverable upon exercise hereof. For the purposes of this Section 7.4, the
                                         term “Reorganization” shall include any reclassification, conversion (including
                                         as part of an IPO) capital reorganization or change or exchange of the Ordinary Shares
                                         (other than as a result of a subdivision, combination or stock dividend provided for
                                         in this Section 7) or any consolidation of the Company with, or merger of the Company
                                         into, another corporation or other business organization.



 


		7.5.	Other
                                         Transactions. In the event that the Company shall issue shares to its shareholders
                                         as a result of a spin-off or the like, then the Company shall, as part thereof, make
                                         an allowance to protect the economic interest of Holder either by increasing the number
                                         of Warrant Shares, adjusting the Exercise Price Per Share, or by procuring that Holder
                                         shall be entitled, on economically proportionate terms, determined in good faith by the
                                         Company’s Board of Directors, to acquire additional shares of the spun-off entities.



 






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		7.6.	Adjustment
                                         of Exercise Price Per Share. Upon each adjustment in the number of Warrant Shares
                                         purchasable hereunder, the Exercise Price Per Share shall be proportionately increased
                                         or decreased, as the case may be, in a manner that is the inverse of the manner in which
                                         the number of Warrant Shares purchasable hereunder shall be adjusted.



 


		7.7.	No
                                         Impairment. The Company will not in any way whatsoever, including by amendment of
                                         its Articles, avoid or seek to avoid the observance or performance of any of the terms
                                         to be observed or performed hereunder, or impair the economic interest of Holder,
                                         but will at all times in good faith assist in the carrying out of all the provisions
                                         hereof and in taking of all such actions and making all such adjustments as may be necessary
                                         or appropriate in order to protect the rights and the economic interests of Holder against
                                         impairment.



 


		8.	Representations
                                         and Warranties of the Company



 


The
Company represents and warrants to Holder as follows:


 


		8.1.	This
                                         Warrant has been duly authorized and executed by the Company and is a valid and binding
                                         obligation of the Company enforceable in accordance with its terms.



 


		8.2.	The
                                         Warrant Shares are duly authorized and reserved for issuance by the Company and, when
                                         issued in accordance with the terms hereof, will be validly issued, fully paid and non-assessable
                                         and not subject to any preemptive rights or other rights of third parties.



 


		8.3.	The
                                         execution and delivery of this Warrant are not, and the issuance of the Warrant Shares
                                         upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent
                                         with the Articles and any other Company’s governing documents, do not and will not contravene
                                         any law, governmental rule or regulation, judgment or order applicable to the Company,
                                         and do not and will not conflict with or contravene any provision of, or constitute a
                                         default under, any indenture, mortgage, contract or other instrument of which the Company
                                         is a party or by which it is bound or require the consent or approval of, the giving
                                         of notice to, the registration with or the taking of any action in respect of or by,
                                         any government authority or agency or other person, other than those consents or approvals
                                         that shall have been obtained prior to the execution hereof or which by their nature
                                         are within the responsibility of the Holder.



 


		9.	Further
                                         Exercise. Upon the exercise of this Warrant by the Holder, in full, no further exercise
                                         will be permitted under this Warrant, and this Warrant will, immediately following such
                                         exercise, be automatically terminated and become null and void. If this Warrant is exercised
                                         in part only, the Company shall, upon surrender of this Warrant for cancellation, execute
                                         and deliver to the Holder, at its expense, a new warrant evidencing the rights of the
                                         Holder to purchase the balance of the Warrant Shares purchasable hereunder.



 


		10.	Authorization
                                         and Reservation of Shares. During the Exercise Period, the Company will at all times
                                         have authorized, and hold in reserve for issuance upon exercise of this Warrant, a sufficient
                                         number of Ordinary Shares to provide for the exercise of the rights represented by this
                                         Warrant without additional authorization, after giving effect to all other options, warrants,
                                         convertible securities and other rights to acquire shares of the Company as may be from
                                         time to time. The Company shall pay all taxes and other charges that may be payable in
                                         connection with the issuance of the Ordinary Shares and the preparation and delivery
                                         of share certificates pursuant to Sections 6 and/or 7 in the name of the Holder, but
                                         shall not pay any taxes payable by the Holder by virtue of the holding, exercise or sale
                                         of this Warrant or the Ordinary Shares by the Holder. The Company further agrees that
                                         it will not, by amendment of its Articles or through reorganization, consolidation, merger,
                                         dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid
                                         the observance or performance of any of the covenants, stipulations or conditions to
                                         be observed or performed hereunder by the Company.



 






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		11.	Fractional
                                         Shares. No fractional shares shall be issued upon the exercise of this Warrant, and
                                         the number of shares issued shall be rounded to the nearest whole number with half shares
                                         being rounded up.



 


		12.	No
                                         Shareholder Rights. Prior to an exercise under this Warrant, the Holder shall not,
                                         by virtue hereof, be entitled to any rights of a shareholder in the Company including
                                         (without limitation) the right to vote such Warrant Shares, receive dividends or other
                                         distributions thereon, exercise preemptive rights or be notified of shareholder meetings.
                                         No provisions hereof, in the absence of affirmative action by the Holder to purchase
                                         the Ordinary Shares purchasable hereunder, and no mere enumeration herein of the rights
                                         or privileges of the Holder hereof, shall give rise to any liability of such Holder for
                                         the Exercise Price or as a shareholder of Company, whether such liability is asserted
                                         by the Company or by its creditors. Without limiting the foregoing or any remedies available
                                         to the Holder, the Holder will be entitled to specific performance of the Company’s obligations
                                         specified in the preceding sentence.



 


		13.	Transferability.
                                         Any assignment of this Warrant (in whole or in part) or any of the Holder’s rights
                                         or duties under this Warrant (in whole or in part) shall be made in accordance with the
                                         terms and conditions applying to the transfer of Ordinary Shares of under the Articles.
                                         Upon such assignment, the assignee(s) shall be deemed a Holder for the purposes hereof.
                                         Any transfer permitted hereunder shall be conducted by using the Form of Transfer, substantially
                                         the form of Exhibit B hereto.



 


		14.	Lost
                                         Stolen Warrants. Etc. In case this Warrant or any replacement thereof shall be mutilated,
                                         lost, stolen or destroyed, the Company shall issue a new Warrant of like date, tenor,
                                         and denomination and deliver the same in exchange and substitution for and upon surrender
                                         and cancellation of any mutilated Warrant, or in lieu of any Warrant lost, stolen or
                                         destroyed, upon receipt by the Company of lost warrant affidavit in a form reasonably
                                         satisfactory to it.



 


		15.	Entire
                                         Agreement, Amendments. This Warrant and any other documents delivered pursuant hereto,
                                         set forth the entire understanding of the parties with respect to the subject matter
                                         hereof. No modification or amendment of this Warrant will be valid unless executed in
                                         writing by the Company and the Holder; provided however that in the event that the Investors
                                         holding at least 60% of the Purchased Shares (as defined in the SPA) agree with the Company
                                         to make an amendment which will apply to all Warrants granted pursuant to the SPA, then
                                         this Warrant shall be amended in accordance with such amendment, without further action
                                         on the part of the Holder.



 






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		16.	Delays,
                                         Omissions and Waivers. Except as expressly provided herein, no delay or omission
                                         to exercise any right, power or remedy accruing to any party to this Warrant upon any
                                         breach or default of any other party under this Warrant shall impair any such right,
                                         power or remedy of such non-defaulting party, nor shall it be construed to be a waiver
                                         of any such breach or default, or an acquiescence therein, or of or in any similar breach
                                         or default thereafter occurring, nor shall any waiver of any single breach or default
                                         be deemed a waiver of any other breach or default theretofore or thereafter occurring.
                                         Any waiver, permit, consent or approval of any kind or character on the part of any party
                                         of any breach or default under this Warrant, or any waiver on the part of any party of
                                         any provisions or conditions of this Warrant, must be in writing and shall be effective
                                         only to the extent specifically set forth in such writing. All remedies, either under
                                         this Warrant or by law or otherwise afforded to any party to this Warrant, shall be cumulative
                                         and not alternative.



 


		17.	Severability.
                                         If any provision of this Warrant becomes or is declared by a court of competent jurisdiction
                                         to be illegal, unenforceable or void, portions of such provision, or such provision in
                                         its entirety, to the extent necessary, shall be severed from this Warrant, and such court
                                         will replace such illegal, void or unenforceable provision of this Warrant with a valid
                                         and enforceable provision that will achieve, to the extent possible, the same economic,
                                         business and other purposes of the illegal, void or unenforceable provision. The balance
                                         of this Warrant shall be enforceable in accordance with its terms.



 


		18.	Notices.
                                         All notices and other communications given or made pursuant to this Warrant shall be
                                         in writing and shall be given and deemed delivered as provided in Section 11.8 to the
                                         SPA.



 


		19.	Cancellation
                                         of Initial Warrant 1. This Warrant replaces in its entirety the Initial Warrant 1
                                         (as defined in the SPA) issued to Holder on       , August, 2016 and the Initial Warrant
                                         1 is no longer exercisable and is null and void.



 


		20.	Titles
                                         and Subtitles. The titles and subtitles used in this Warrant are used for convenience
                                         only and are not to be considered in construing or interpreting this Warrant. All references
                                         in this Warrant to sections, paragraphs and exhibits shall, unless otherwise provided,
                                         refer to sections and paragraphs hereof and exhibits attached hereto.



 


		21.	Governing
                                         Law and Jurisdiction. This Warrant and any controversy arising out of or relating
                                         to this Warrant shall be governed by, and construed in accordance with, the Israeli Law,
                                         as amended as to matters within the specific scope thereof, and such matters shall be
                                         resolved exclusively by the competent courts of Tel Aviv-Jaffa, Israel.



 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, the Company has caused this Warrant to be executed by a duly authorized officer.


 


	RAILVISION
    LTD.	 
	 	 	 
	By:	              	 
	Name: 	Elen Joseph Katz	 
	Title: 	Chief Executive Officer	 


 


	AGREED AND ACCEPTED:	 
	 	 	 
	By:	             	 
	Name:	 	 
	Title:	 	 


 





 






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EXHIBIT A


NOTICE
OF EXERCISE


 


To:
RAILVISION LTD.


 


Attn:
Chief Executive Officer


 


		1.	The
                                         undersigned hereby elects to purchase [FILL IN NUMBER OF SHARES] ____________
                                         shares of Ordinary Shares of the share capital of Railvision Ltd. pursuant to the terms
                                         of the attached Warrant (the “Warrant”), and tenders herewith payment
                                         in full for the purchase price of the shares being purchased.



 


		2.	Please
                                         issue a certificate or certificates representing said Warrant Shares in the name of the
                                         undersigned, and record same in the Company’s internal share registry.



 


		3.	The
                                         undersigned hereby represents and warrants that the aforesaid Warrant Shares are being
                                         acquired for the account of the undersigned for investment and not with a view to, or
                                         for resale, in connection with the distribution thereof, and that the undersigned has
                                         no present intention of distributing or reselling such shares.



 


	 	By:	 
	 	Name:	 
	 	Title:	 
	 	Address:	 
	 	Date:	


 


 






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Exhibit
B


 


FORM
OF TRANSFER


(To
be signed only upon transfer of Warrant)


 


FOR
VALUE RECEIVED, the undersigned (the “Transferor”) hereby sells, assigns and transfers unto ______________________________________________
(the “Transferee”) the Warrant to purchase Warrant Shares in an amount of US$ _________ and appoints ______________,
as Attorney-in-Fact to transfer said Warrant on the books of Railvision Ltd., with full power of substitution in the premises.
The Transferor further represents that the transfer is made in accordance with the terms of the Warrant.


 


	Dated:	 	 
	 	 	 
	By:	 	 
	Name:	 	 


 


and
the undersigned Transferee hereby agrees to the transfer and agrees to be bound by the terms and conditions of the Warrant.


 


	Dated:	 	 
	 	 	 
	By:	 	 
	Name:	 	 


 


 


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