Exhibit 10.5


 


Amended and Restated Cooperation Agreement


 


This amended and Restated Cooperation Agreement
(the “Agreement”) is made and entered into as of January 19, 2020 (the “Effective Date”), by and
between (i) Israel Railways Ltd., a governmental company fully owned by the State of Israel with offices at Central Tel-Aviv Israel Railways
Station, Mailbox 18085, Israel (the “IR”), and (ii) Rail Vision Ltd., a private company incorporated under the laws
of the State of Israel with offices at 15 HaTidhar St., Raanana 4366517, Israel (the “Company”). Each of the Company
and IR shall be referred to as a “Party”, and jointly, the “Parties”. This Agreement amends and
restates in its entirety that certain Cooperation Agreement dated as of August 3, 2016 (the “Prior Effective Date” and
the “Prior Agreement”, respectively). The parties agree that the Prior Agreement is hereby superseded and replaced
in its entirety by this Agreement.


 


WHEREAS, the Company
is the developer and proprietary owner of certain intellectual property rights which may be exploited in connection with the development
of an optical safety system (the “System”); and


 


WHEREAS, IR has certain
facilities, infrastructure and know-how, as well as world-wide reputation and business relations, which may be used in connection with
the development of the System, and, subject to the successful completion of the development, marketing and sale of the System; and


 


WHEREAS, IR and the
Company previously engaged in the Prior Agreement, in order to cooperate in the conduct of a joint project for the development, marketing,
distribution and sale of the System (the “Cooperation” or the “Project”), all in accordance with
the terms and conditions of the Prior Agreement as being amended by this Agreement.


 


NOW THEREFORE, in consideration
of the mutual promises contained herein, and intending to be legally bound, the parties hereto hereby declare and agree as follows:


 


		1.	Definitions. As used in this Agreement, the following terms shall have the meanings set
forth below:



 


“Abandonment Notice”
shall have the meaning ascribed to it in section 6.7.


 


“Abandoned Patent Right”
shall have the meaning ascribed to it in section 6.7.


 


“Affiliate” will
mean, with respect to a party, any person, organization or entity controlling, controlled by or under common control with, such party.
For purposes of this definition only, “control” of another person, organization or entity shall mean the possession, directly
or indirectly, of the power to direct or cause the direction of the activities, management or policies of such person, organization or
entity, whether through the ownership of voting securities, by contract or otherwise. Without limiting the foregoing, control shall be
presumed to exist when a person, organization or entity (i) owns or directly controls fifty percent (50%) or more of the outstanding voting
stock or other ownership interest of the other organization or entity, or (ii) possesses, directly or indirectly the power to elect or
appoint fifty percent (50%) or more of the members of the governing body of the organization or other entity.


 




    1


     


    


 


“Background Intellectual Property”
shall mean such proprietary know-how and intellectual property developed and/or owned by the Company prior to the Prior Effective
Date, as set forth under Exhibit A attached hereto, which may be exploited in connection with the development of the System
and conduct of the cooperation between the Parties hereunder, and any rights derived therefrom, including, inter alia, patent, patent
applications, trade names and logos, trade secrets, documented know-how, designs, production, diagrams, computer programs and their source,
plans and designs for plans, skills, methods and all inventions, discoveries, processes, developments and improvements whether in written
form or otherwise.


 


“Change of Control’’
shall mean (i) a merger or acquisition of the Company -with or into, any other entity or person, other than transactions in
which shareholders of the Company (and/or their Affiliates) immediately prior to the transaction hold in the aggregate, more than 50%
of the securities or assets of the surviving company or the right to appoint or elect at least fifty percent (50%) of the members of the
governing body of the surviving company; (ii) any transaction or series of related transactions pursuant to which persons or entities
(who were not, prior to such transaction, shareholders of the Company (and/or their Affiliates)) acquire more than fifty percent (50%)
of the issued and outstanding shares of the Company or the right to appoint or elect at least fifty percent (50%) of the directors of
the Company, provided that the sale of equity by the Company for the primary purpose of raising capital shall not be treated as a Change
of Control event; or (iii) any transaction or series of related transactions pursuant to which persons or entities acquire all or substantially
all of the Company’s assets and/or technology (including by way of grant of exclusive license which has the legal meaning of actual
transfer, provided that any other grant of a License shall not be considered a Change of Control).


 


“Company’s Cost”
shall have the meaning ascribed to it in Section 5.2.


 


“Company Indemnified Party”
shall have the meaning ascribed to it in Section 9.2.


 


“Confidential Information”
shall have the meaning ascribed to it in Section 7.2.


 


“Cooperation” shall
have the meaning ascribed to it in the recitals hereof.


 


“Disclosing Party” shall
have the meaning ascribed to it in Section 7.2.


 


“Exit
Consideration» shall mean the total actual consideration (cash, securities or other property (valued as provided below))
which the Company and/or its shareholders and/or either of their Affiliates shall receive for the sale of securities and/or assets
of the Company within the framework of an IPO or Change of Control (including without limitation, any consideration which the
Company and/or its shareholders and/or either of their Affiliates shall receive following the consummation of such IPO or Change of
Control, such as, by way of example, funds released from escrow, additional earn-out payments, milestones payments and other similar
payments). Where any portion of the Exit Consideration consists of securities or property other than cash, the payment shall be made
in the same form of such consideration and if not possible, as confirmed in writing by IR, then the payment shall be made in cash
based on the fair market value of such consideration or other property, as shall be determined by the Parties in good faith.


 






    2


     


    

 


“Exit Payment” shall
have the meaning ascribed to it in Section 3.3.


 


“Finder Payment” shall
have the meaning ascribed to it in Section 3.1.


 


“Introduced Party” shall
mean any person, if (i) an exchange of information or a meeting has taken place between the Company and/or IR and such person during the
Term of this Agreement and the Prior Agreement, if applicable, and (ii) if a binding agreement was executed between the Company and such
party, provided however, that the contact with such person was first initiated by IR and approved in advance by the Company.


 


“IPO” shall mean
an initial public offering or registration for trade of the Company’s shares pursuant to a registration statement under the U.S.
Securities Act of 1933, as amended, or pursuant to a prospectus under the Israel Securities Law 1968, or equivalent laws of another jurisdiction,
provided however, that an IPO consummated by the Company through merger of the Company into a public “shell” company,
reflecting an Insignificant Value for such “shell” company solely for purposes of having a favorable corporate structure for
further fundraising, shall be excluded from the “IPO” definition for the purposes hereunder. “Insignificant Value”
shall mean: (i) a value of less than US$500,000 for the shell company; and (ii) where the shareholders of the Company immediately prior
to the merger shall hold more than 80% of the surviving entity following such merger.


 


“IR Indemnified Party”
shall have the meaning ascribed to in section 9.1.


 


“IR Intellectual Property”
shall mean any proprietary know-how and intellectual property rights developed and/or owned by IR prior and following the Prior Effective
Date, and any rights related thereto, including, inter alia patent, patent applications, trade names and logos, trade secrets, documented
know-how, designs, production, diagrams, computer programs and their source, plans and designs for plans, skills, methods and all discoveries,
processes, developments and improvements, provided however that raw data collected during the testing of the System in accordance
with the provisions hereof and conclusions of image processing are specifically excluded and shall be considered as Project Intellectual
Property.


 


“IR Option’’ shall
have the meaning ascribed to it in section 3.5.


 


“License” shall mean
any right granted, license given, or agreement entered into, by the Company and/or its Affiliates, as applicable, to or with any other
person or entity, under or with respect to or permitting any use of any of the Project Intellectual Property, or any part thereof, or
otherwise permitting the development, manufacture, marketing, distribution and/or sale of Products and/or Related Products (regardless
of whether such grant of rights, license given or agreement entered into is referred to or is described as a license or as an agreement
with respect to the development and/or manufacture and/or sale and/or distribution and/or marketing of Products and/or Related Products),
in each case, within the field of the railway industry (for the avoidance of any doubt, including without limitation, any train/other
vehicle driving/moving on a railway/track.


 




    3


     


    


 


“Licensee” shall
mean a person or entity granted a License in accordance with this Agreement.


 


“Losses” shall have
the meaning ascribed to it in Section 9.1.


 


“Net Sales” will
mean the gross amount billed or invoiced by or on behalf of the Company and/or its Affiliates (in each case, the “Invoicing Entity”)
which has been actually received by the applicable Invoicing Entity for sales of, and/or granting any right (including license) to
the Products and/or the Related Products, as applicable, provided that any such action shall be done without circumvention rendering or
otherwise derogating from, in whole or in part, IR rights and Company’s obligations hereunder, less the following: (i) any custom,
storage and maintenance expenses incurred by the Company in connection with such Products, and/or the Related Products, as applicable;
(ii) solely in respect of the Finder Payment, the costs of hardware and material bought from a third party, (iii) value added tax and
any other sales tax or levies imposed on such sale, if applicable; (iv) credits, allowances, discounts, or refunds actually granted upon
claims or returns; and (v) any payments made between the Company and its Affiliate solely in the framework of arm’s length transactions,
provided that: (a) any transfers of Products and/or Related Products between the Invoicing Entity and an Affiliate of the Invoicing Entity
for purpose of subsequent sales shall not be counted for the purpose of calculation of “Net Sales”, provided that a subsequent
sale to a third party shall be counted for the purpose of calculation of “Net Sale” where applicable, (b) in the event that
the Invoicing Entity receives non-monetary consideration for any Products and/or Related Products or in the case of transactions not at
arm’s length, Net Sales shall be calculated based on the fair market value of such consideration or transaction, assuming an arm’s
length transaction made in the ordinary course of business.


 


“Product” shall mean
the System or any other product, process or service that comprises, contains or incorporates the Project Intellectual Property (in whole
or in part).


 


“Project” shall have
the meaning ascribed to in the recitals hereof.


 


“Project Intellectual Property”
shall mean any proprietary know-how and intellectual property rights that concern railway safety and which were developed, invented
and/or conceived by the Company and/or in its behalf following the Prior Effective Date as part of the Cooperation, and any rights related
thereto, including inter alia patent, patent applications, trade names and logos, trade secrets, documented know-how, designs, production,
diagrams, computer programs and their source, plans and designs for plans, skills, methods and all discoveries, processes, developments
and improvements.


 


“Quarterly Payments”
shall have the meaning ascribed to it in Section 3.2.


 


“Receiving Party” shall
have the meaning ascribed to it in Section 7.2.


 


“Related Products” shall
mean products, consumables and services, in each case, related to the field of railway safety, that are not Products and which are related
to, or required for, the exploitation of the Project Intellectual Property, and which are intended for use in conjunction with the Project
Intellectual Property.


 




    4


     


    


 


“Regulatory Requirement”
shall mean a requirement or, as applicable, request, pursuant to applicable law, order, judgment, decree or any rule, regulation,
legal process or request (including, without limitation, by deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) or by any government, court, administrative or regulatory agency or commission or other governmental or regulatory
authority or any self-regulatory body.


 


“Royalties Payment” shall
have the meaning ascribed to it in Section 3.2.


 


“System” shall have
the meaning ascribed to in the recitals hereof.


 


		2.	Cooperation and Performance



 


		2.1	The Parties hereby engage in a non-exclusive cooperation for the development, marketing and sale of the
System, all subject to the terms and conditions set forth herein.



 


		2.2	The Company shall perform its duties and undertakings set forth hereunder in order to facilitate the development,
marketing, distribution and sale of the System.



 


		2.3	IR shall use its best commercial efforts in order to provide the Company with logistic services, including
access to the IR facilities, experts, labs, equipment (including locomotives and rolling stock), trip/ride/engine hours, personnel, field
experiments and infrastructure, as well as certain relevant data, as agreed between the Parties from time to time, subject to IR’s
discretion, taking into account, inter alia, IR’s operational and schedule constraints and limitations, at no cost to the Company
(except as expressly set forth hereunder). For the avoidance of any doubt, IR shall have no other obligations towards the Company and
the Project, other than its obligations for Cooperation and the services under this Agreement.



 


		2.4	Reserved.



 


		2.5	_Each Party agrees and undertakes to perform such acts and/or provide such services, as applicable, within
the timeframe set forth in this Agreement and the exhibits and schedules hereto, as set forth herein.



 


		3.	Consideration. The Company hereby agrees to pay IR the following payments in consideration
for the Cooperation and the services granted by IR to the Company hereunder:



 


		3.1	Commencing as of the Prior Effective Date, and until the earlier of (i) the consummation of an IPO, or
(ii) the consummation of a Change of Control, a finders’ fee commission, at a rate then customary in the market of the Net Sales
derived from Introduced Parties (the “Finder Payment”), which rate, as well as payment period, shall be agreed between
the Parties on ad-hoc basis, at the Parties’ good faith reasonable business judgment.



 






    5


     


    

 


		3.2	Commencing as of the Prior Effective Date, and until the earlier of (i) the consummation of an IPO, (ii)
the consummation of a Change of Control, or (iii) five (5) year anniversary of the First Commercial Sale of a Product and/or a Related
Product, royalties, payable on a quarterly basis, at a fixed rate of two point seventy five percent (2.75%) of the Net Sales excluding
Net Sales subject to Finder Payment (the “Royalties Payment”, and together with the Finder Payment, the “Quarterly
Payments”). The Quarterly Payments shall be due and payable within 45 days following the last day of each calendar quarter following
the Prior Effective Date. “First Commercial Sale” will mean the first sale of a Product and/or a Related Product by
the Company to an unaffiliated third party. Sales for test marketing, sampling and promotional uses, trial purposes or similar use shall
not constitute a First Commercial Sale.



 


		3.3	commencing as of the Prior Effective Date and upon the earlier to occur of consummation of an IPO or a
Change of Control, the Company shall pay to IR one and one-half of percent (1.5%) of the Exit Consideration payable in connection with
such IPO or a Change of Control (the “Exit Payment). The Exit Payment shall be due and payable upon and subject to the consummation
of the IPO or Change of Control, as the case may be.



 


		3.4	Any and all payments hereunder shall be made in wire transfer to IR bank account as shall be designated
by it, against invoice to be issued by IR, plus applicable VAT in accordance with applicable law.



 


		3.5	IR is hereby granted the right, but not
                                            the obligation, to acquire 4,442 ordinary shares of the Company, par value NIS 0.01 per share
                                            (the “Ordinary Shares”), exercisable as of the date hereof and until the
                                            earlier to occur of consummation of an IPO or a Change of Control event, in consideration
                                            for a price per share equal to the par value thereof, provided that the applicable regulatory
                                            approvals for the purchase of such shares were obtained by IR at such time, all as set forth
                                            in the form of warrant attached as Exhibit B hereto (the “Warrant”
                                            and the “IR Option”, respectively). Upon execution hereof, the Company
                                            shall grant IR a duly signed Warrant, which will replace in its entirety the warrant granted
                                            by the Company to IR upon execution of the Prior Agreement. Notwithstanding anything to the
                                            contrary under the Company’s governing documents and/or other agreements, IR shall
                                            be permitted to transfer the Warrant and/or any of the Company’s shares derived from
                                            the exercise thereof to any Affiliate of IR or any other “Permitted Transferee”
                                            (as such term shall be defined under the Company’s then in effect Articles of Association),
                                            without any restriction. It is hereby agreed and acknowledged, that in the event of a merger
                                            or any other transaction pursuant to which the Company is not the surviving entity however
                                            shareholders of the Company immediately prior to the transaction hold in the aggregate, more
                                            than 50% of the securities or assets of the surviving company or the right to appoint or
                                            elect at least fifty percent (50%) of the members of the governing body of the surviving
                                            company, then such surviving entity shall grant IR a warrant for the purchase of shares of
                                            such surviving entity, under the same economic terms and conditions as set forth under the
                                            Warrant, mutatis mutandis, pursuant to a warrant form reasonably acceptable to IR. The aforesaid
                                            amount of Ordinary Shares covered by the Warrant, represents 2.25% of the average between
                                            the number of the Company’s issued and outstanding shares as of June 2, 2019 (i.e.
                                            187,158 Ordinary Shares) and the number of the Company’s issued and outstanding shares
                                            deemed to be issued and outstanding as of the date of the second closing of that certain
                                            investment agreement between the Company and Knorr-Bremse Systeme fur Schienenfahrzeuge GmbH
                                            (i.e. 207,650 Ordinary Shares), as outlined in the capitalization table of the Company dated
                                            June 2, 2019, attached hereto as Schedule 3.5.



 




    6


     


    





 


		3.6	For the avoidance of doubt, it is hereby clarified that any termination of this Agreement for any reason
whatsoever other than termination by the Company due to a material breach by IR of Sections 6.2 and 7 hereof, which IR has failed to cure
within the Cure Period (such breach, if not cured within the Cure Period, an “IR’s Material Breach”), shall not
affect the obligation of the Company to make payments of Royalties Payment, Exit Consideration and Finder Payment, to the extent applicable,
unless determined otherwise by a competent court, in a final non-appealable judgment. The term “Cure Period” shall
mean ninety (90) days after the receipt by IR of written notice from the Company with respect to the alleged breach by IR, provided,
however, that if the default cannot by its nature be cured within the ninety (90) day period or cannot after diligent attempts by
IR be cured within such ninety (90) day period and such default is likely to be cured within a reasonable time, then IR shall have an
additional sixty (60) day period to attempt to cure such breach.



 


		3.7	Commencing following the earlier of: (A) the First Commercial Sale of a Product and/or a Related Product,
or (B) the execution of a License agreement, the Company shall submit to IR (i) no later than forty five (45) days after the end of each
calendar quarter quarterly reports detailing (x) the calculation of Net Sales and accordingly the aggregate amounts of the Quarterly Payments
due to IR for such calendar quarter, and (y) any bad debts the Company collected and which were recognized as such and written off as
expenses under the Company’s latest :financial statements (the “Bad Debts”), all such reports being certified
by an authorized officer of the Company and in form reasonably acceptable to IR, and (ii) no later than ninety (90) days after the end
of each calendar year, an annual report detailing the calculation of Net Sales and accordingly the aggregate amounts of the Quarterly
Payments due to IR for such calendar year, all such reports being certified by an authorized officer of the Company and by an independent
auditor of the Company and in form reasonably acceptable to IR. To the extent any Bad Debts are registered and recognized under the quarterly
reports submitted to IR with respect to a certain calendar quarter, in accordance with the terms hereof, the Company shall have a right
to set-off the amount of such Bad Debts from the Quarterly Payments payable to IR in respect of the next calendar quarter.



 


		3.8	The Company shall maintain, and shall cause its Affiliates and Licensees to maintain, complete and
                                                               accurate records of any payment and consideration received (or entitled to receive) or paid by it in connection with Product and
                                                               Related Product sales/licenses, which records shall contain
information to reasonably permit IR to confirm the accuracy of any payments made (or to be made), and shall retain such records relating
to a given calendar year for three (3) years after the conclusion of that calendar year, during such time IR shall have the right, to
cause a certified independent accountant to inspect such records during normal business hours, with a three (3) days’ prior notice,
and to require the Company to cause such audit of its Licensees, for the purpose of verifying the Royalty Payments and Finder Payments.
In the event that any audit performed under this Section 3.8 reveals an underpayment in any calendar year, then Company shall reimburse
IR for the full amount of such underpayment within fourteen (14) days. In the event that any underpayment is detected, and it is in excess
of five percent (5%) in any calendar year, the Company shall in addition (i) bear the reasonable cost of the applicable audit, and (ii)
pay interest at the annual rate of (five) 5% per each such underpayment until the full payment thereof to IR.



 




    7


     


    





 


		3.9	Any and all taxes and liabilities applicable from time to time in connection with the Quarterly Payments
and the Exit Payment will be borne solely by IR and the Company shall be entitled to make any mandatory deductions. In the event that
pursuant to any law or regulation, tax is required to be withheld at source from any payment or any other consideration made to IR, the
Company shall withhold said tax at the rate set forth in the certification issued by the appropriate taxing authority or at the rate determined
by said law or regulation.



 


		4.	Company’s Undertakings



 


		4.1	The Company shall facilitate the research, development, marketing, distribution and sale of the System
in accordance with its work plan.



 


		4.2	The Company shall obtain, at the Company’s sole responsibility, the required resources for the purpose
of development of the System, provided that IR shall bear the cost and expenses directly related to the services and other deliverables
to be provided by IR hereunder. It is agreed and acknowledged that to the extent it may be necessary, the Company shall consider applying
to the Chief Scientist of Ministry of Transportation in applications to obtain grant in order to fund the Project.



 


		4.3	The Company shall use its commercial best efforts in order to promote and encourage the marketing and
sale of the Products and the Related Products in accordance with the provisions hereof; and accordingly, shall retain sufficient and professional
manpower, and shall use sufficient resources financial and others.



 


		4.4	The Company agrees to communicate the restrictions contained in this Agreement to all persons under its
employment, direction or control, who are involved in the development, marketing, distribution and sale of the Products.



 


		4.5	The Company undertakes to maintain throughout the term hereof
any applicable permits, licenses and approvals in force, to comply with their terms, to pay all fees and payments due thereunder, to
renew them upon any expiration, and to promptly notify IR upon learning of any requirement for additional or new permits, licenses or
approvals or any termination of existing permits, licenses or approvals or the receipt of any warning of such termination. Without derogating
from IR’s rights hereunder, the Company shall immediately cease sale of any Product and/or Related Product, as applicable, in the
event that such sale may constitute a breach of any applicable Legal Requirement.





 




    8


     


    


 





		4.6	The Company shall provide IR with a prompt notice at least 7 business days prior to the consummation of
an IPO or Change of Control.



 


		4.7	The Company shall keep its business insured for risks and m amounts standard for companies in its industry.



 


		4.8	The Company agrees and undertakes to employ, sufficient staff, at an adequate professional level, adequate
premises, equipment and tools to enable it to fulfill its undertakings and obligations hereunder for the success of the Cooperation.



 


		4.9	The Company shall not, directly or indirectly, take, omit to take, or permit any action having a purpose
of circumventing or having an effect of circumventing or rendering inapplicable or otherwise derogate from, in whole or in part, IR rights
and Company’s obligations hereunder. By way of example, in the event that the Company, either directly or indirectly, incorporates
or constitutes a part of or an entity engaging in the development, research, manufacturing, marketing or sale of the Products and/or Related
Products, then all of the Company’s then existing obligations and undertakings under this Agreement shall apply to such an entity,
mutatis mutandis, including without limitation the obligation to pay IR the Quarterly Payments and the Exit Payment.



 


		4.10	License.



 


		4.10.1	The Company may grant Licenses under any commercial terms as it may deem to see fit, subject to the provisions hereof (including without
limitation Section 4.9 above).



 


		4.10.2	The Company shall provide IR with the fully executed copies of each License, promptly after its execution, as well as any information
requested by IR concerning such License, including without limitation, regarding the income or any other consideration the Company is
entitled to under such License solely for the purpose of verifying the Company’s and its Licensees’ compliance with their
obligations and enforcing IR’s rights under this Agreement. Nothing in the foregoing shall be construed to limit the Company from
freely negotiating any and all terms and conditions of licenses to third parties provided that the rights of IR and the Company’s
ability to perform its obligations under this Agreement shall not be effected thereby in any manner whatsoever.



 






    9


     


    

 


		5.	IR Rights



 


		5.1	During the Term of this Agreement and thereafter, until exercise or expiration of the IR Option in accordance
with the provisions hereof, IR shall have the right, but not the obligation, to appoint one non-voting observer to the Board of Directors
of the Company. The Company undertakes to incorporate appropriate provisions with respect to IR’ s right to appoint the Observer
in its Articles of Association.



 


		5.2	IR shall be entitled to purchase any and all of the Company’s products, licenses and services, including
without limitation the System and/or Products and/or Related Products, for use by IR or anyone acting on its behalf, at a price equal
to fifty percent (50%) of the lowest price then charged by the Company or any of its Affiliates or anyone acting on each of their behalf
for such product/service/license, as the case may be, from a third party. It is hereby agreed that any sales of Products and/or Related
Products, as applicable, to IR shall be excluded for the purpose of calculation of the Royalties Payment.



 


		6.	Intellectual Property Rights



 


		6.1	As between the parties, all rights in the IR Intellectual Property, and all rights, title and interest
therein or relating thereto, shall vest exclusively with IR and the Company is not being granted any right thereto and shall not seek
to exploit or use any of the rights, title and interest related to the IR Intellectual Property.



 


		6.2	As between the parties, all rights in the Background Intellectual Property and the Project Intellectual
Property shall vest exclusively with the Company and IR is not being granted hereunder any right thereto and shall not seek to exploit
or use any of the aforesaid rights, title and interest therein or relating thereto. For the avoidance of any doubt, the Company shall
be responsible for the preparation, filing, prosecution, protection and maintenance of all patents and patent applications constituting
part of the Background Intellectual Property and the Project Intellectual Property at the Company’s sole cost.



 


		6.3	Reserved.



 


		6.4	Reserved.



 


		6.5	The Company shall take commercially reasonable actions to protect the Project Intellectual Property from
infringement and unauthorized use when, from its own knowledge or upon notice from IR, the Company becomes aware of the reasonable probability
that such infringement or unauthorized use exists.



 


		6.6	Without derogating from the Company’s obligations to protect the Project Intellectual
                                                               Property, in the event of any infringement by a third party of the Project Intellectual Property which the Company does not pursue
                                                               against using all reasonable measures, then IR shall be entitled (but not obligated) to prosecute such infringement and for such
                                                               purpose to request the Company to cooperate in such proceedings (including without limitations lending its name to the extent
                                                               necessary) and provide reasonable assistance, and
the Company will do so subject to IR covering all related expenses incurred to the Company as a direct result of such proceedings, provided
however that any return of such expenses by IR to the Company shall be subject to the Company’s representations and warranties
under this Agreement being true and correct. The Company shall promptly notify in writing to IR of any claim by any third party regarding
the deemed infringement or breach by the sale and/or use of any Product and/or Related Product and/or any intellectual property rights
of any third party, or of the provisions of any applicable law or any Regulatory Requirement.



 




    10


     


    





 


		6.7	The Company may elect not to pay for, or to cease paying for the filing, prosecution or maintenance of
any of the Background Intellectual Property and/or the Project Intellectual Property (an “Abandoned Patent Right”) in
any country. In such event and subject to the below, the Company shall provide IR with prompt written notice of such election, specifying
the relevant Abandoned Patent Right (an “Abandonment Notice”). In such event IR shall be entitled, but not obliged,
to continue the preparation, filing, protection, prosecution, and maintenance of any Abandoned Patent Right at its own expense, by providing
a written request to that effect to the Company within 30 days following receipt of such Abandonment Notice by IR, in which event the
Company shall transfer and assign to IR the Abandoned Patent Right for no additional consideration whatsoever (the “‘IR
Abandoned Patent Right”). Despite of the above, the IR Abandoned Patent Right shall be subject and secondary to any valid security
interest in the Background Intellectual Property and/or the Project Intellectual Property granted by the Company in good faith to any
financial institution providing financing to the Company, or any venture capital/privet equity investor investing in the Company’s
equity or any other Company’s securities of any class or kind.



 


		6.8	Except as specifically provided herein, neither Party obtains or acquires any right, title, ownership
or interest in the other Party’s software, technology, any applicable patents, copyrights or trade secrets, trade name or other
intellectual property rights.



 


		7.	Confidentiality



 


		7.1	Each Party undertakes at all times during the Term hereof and thereafter to:



 


		7.1.1	keep all Confidential Information received by it from the other Party in strict confidence, handle at such standard of protection
which is not lesser that the standard used by such Party with respect to its own Confidential Information and accordingly not to disclose
any such Confidential Information to any other person or entity, except for each Party’s employees and consultants bound by confidentiality
undertakings on a “need to know” basis, at each Party’s responsibility;



 


		7.1.2	not use any Confidential Inf01mation for any purposes other than for the purpose of carrying out its rights and obligations under
this Agreement;



 






    11


     


    

 


		7.2	For purposes of this Agreement, “Confidential Information” means all proprietary information
and any other information which deems confidential by its nature, including commercial, business and technical information communicated
by either Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), in the framework
of this Agreement, including without limitation the IR Intellectual Property, the Background Intellectual Property and the Project Intellectual
Property. whether such information 1s delivered in written or other form. or orally conveyed in connection with this Agreement.



 


		7.3	The provisions of Section 7.1 shall not apply to any Confidential Information which: (i) is public knowledge
at the date of this Agreement or thereafter becomes public knowledge through no fault of the Receiving Party, (ii) is lawfully received
by the Receiving Party from a third party who either has the right to disclose it, or is under no obligation of confidentiality to the
Disclosing Party, or (iii) is independently developed by the Receiving Party, without the use, directly or indirectly, of any Confidential
Information of the Disclosing Party. The burden of proof that any disclosure falls within any of the aforesaid exclusions shall be on
the Receiving Party.



 


		7.4	The Receiving Party may disclose Confidential Information of the Disc1osing Party to the extent required
by law, regulation, Regulatory Requirement or order of a court of competent jurisdiction, provided that any such disclosure shall
be subject to all applicable governmental or judicial protection available for like material and reasonable advance notice is given to
the Disclosing Party.



 


		7.5	Upon expiration or termination of this Agreement for any reason whatsoever, each Party shall return to
the other Party all Confidential Information of such Party, including all copies thereof, in the possession or under the control of it
or any of its respective personnel, or, at the Party’s option, destroy all such Confidential Information and confirm in writing
to the other Party that such destruction have been carried out.



 


		7.6	The provisions of this Section 7 are material and shall survive the termination of this Agreement.



 


		8.	Representations and Warranties



 


		8.1	IR’s Representations. IR hereby represents and warrants to the Company as follows:



 


		8.1.1	IR has all requisite power and authority to execute and deliver this Agreement and each other instrument and agreement to be executed
and delivered by it hereunder, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. Such execution and delivery by IR has been duly and validly authorized and approved by all required action of IR. This Agreement
and each such other instrument and agreement constitutes the legal, valid and binding obligation of IR, enforceable against IR in accordance
with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the rights of creditors generally and by the availability of the remedy of specific performance.



 




    12


     


    





 


		8.1.2	The execution and delivery by IR of this Agreement and each other instrument and agreement to be executed and delivered by it hereunder
and performance by IR of its obligations hereunder and thereunder, do not and will not, with or without the giving of notice or the lapse
of time or both (i) violate, conflict with or result in a breach of or default by IR under any provision of its organizational documents
or of any agreement or undertaking to which IR is a party or is bound, (ii) to the knowledge of IR, contravene any law or judgment applicable
to IR or any of the IR Intellectual Property.



 


		8.2	Company’s Representations. The Company hereby represents and warrants to IR, as follows:



 


		8.2.1	The Company is a private company and has all requisite power and authority to execute and deliver this Agreement and each other instrument
and agreement to be executed and delivered by it hereunder, to perform its obligations hereunder and thereunder and to consummate the
transactions contemplated hereby and thereby. Such execution and delivery has been duly and validly authorized and approved by all required
action of the Company. This Agreement and each such other instrument and agreement has been duly and validly executed and delivered by
the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with
its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally and by the availability of the remedy of specific performance.



 


		8.2.2	The execution and delivery by the Company of this Agreement and each other instrument and agreement to be executed and delivered by
it hereunder, and performance by the Company of its obligations hereunder and thereunder, do not and will not, with or without the giving
of notice or the lapse of time or both (i) violate, conflict with or result in a breach of or default by the Company under any provision
of its organizational documents or of any agreement of undertaking to which the Company is a party or by which it or any of the Background
Intellectual Property and/or Project Intellectual Property is bound, (ii) to the knowledge of the Company, contravene any law or judgment
applicable to the Company or any of the Background Intellectual Property or the Project Intellectual Property.



 






    13


     


    

 


		8.2.3	The Company possesses all the rights, title and interests in the Background Intellectual Property and has not granted any rights in
respect thereof to any person or entity which adversely affect the rights granted thereby hereunder. To the Company’s knowledge,
no third-party claims to possess, enjoy or has the right to any existing rights of whatsoever nature in and to the Background Intellectual
Property. To the Company’s knowledge, the execution and implementation of this Agreement does not infringe the rights of any third
party, and it is not aware of any third party rights of whatever nature which might be construed as conflicting with the use of the Background
Intellectual Property as provided herein. The Company has not received notice of any claims, liens, attachments, judgments relating to
the Background Intellectual Property incorporated herein.



 


		8.2.4	The Company has the expertise, knowledge and the financials resources, required in order to comply with its obligations and undertaking
set forth in this Agreement.



 


		8.3	NO IMPLIED WARRANTIES. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH HEREIN,
EACH PARTY DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.



 


		9.	Indemnification



 


		9.1	The Company will indemnify, defend and hold harmless IR and each of its Affiliates, officers, directors,
employees, members, agents, successors, transferees and assigns (each of the foregoing, an “IR Indemnified Party”) from
and against any and all direct damages, liabilities, losses, costs and reasonable out-of-pocket costs and expenses (including, but not
limited to, reasonable attorneys’ fees) (collectively, “Losses”) to the extent such Losses are arising directly
out of: (i) any breach by the Company of its representations, warranties and/or undertakings hereunder, (ii) any claim, action or allegation
brought against IR by any third party, for breach of the Background Intellectual Property and/or Project Intellectual Property arising
directly from the use of any Product and/or any Related Products, as applicable, and (iii) any claim, action or allegation brought against
IR by any third party based upon, resulting from or arising out of any of the activities of the Company related to this Agreement.



 


		9.2	IR will indemnify, defend and hold harmless the Company and each of its Affiliates, officers, directors,
employees, members, agents, successors, transferees and assigns (each of the foregoing, an “Company Indemnified Party”)
from and against any and all Losses to the extent such Losses are arising directly out of: (i) any breach by IR of its representations,
warranties and/or undertakings hereunder, and (ii) any claim, action or allegation brought against the Company by any third party based
upon, resulting from or arising out of any of the activities of IR related to this Agreement, except where such claim,
action or allegation brought against the Company is based upon or deriving from the breach of any of the Company’s expressed representations
hereunder related to Background Intellectual Property, in which case the Losses associated therewith shall be the liability the Company



 




    14


     


    





 


		9.3	Regardless of whether any remedy fails of its essential purpose, in no event shall either party be liable
toward the other for any special, indirect, consequential, or punitive damages, including, but not limited to, any lost profits, lost
time, lost savings, lost data, lost fees, or expenses of any kind arising from the commercialization and sale of the System and/or the
Products and/or Related Products, the use of the Background Intellectual Property and/or Project Intellectual Property and/or IR Intellectual
Property in any manner however caused, and on any theory of liability.



 


		9.4	Neither Party shall be entitled to the above indemnity, unless, if any claim, suit, action or other proceeding
to which the indemnity set forth above applies is brought by a third Party against such Party, it shall give the other Party prompt notice
of same, and both Parties shall coordinate and cooperate in the defense of such claim, suit, action or other proceeding. If either Party
seeks such indemnity from the other Party, then neither Party shall adjust, settle or compromise any claim, suit, action or other proceeding
brought against it to which the indemnity set forth herein applies without the prior written consent of the other Party which consent
shall not be unreasonably withheld; provided however, that the Party from which the other Party is seeking for indemnification,
shall be entitled to lead the defense, adjust, settle or compromise any such claim, suit, action or other proceeding without the prior
written consent of the other Party, if such adjustment, settlement or compromise is monetary only and in an amount which is fully covered
by the indemnification under Sections 9.1 and 9.2 above, as the case may be.



 


		10.	Term and Termination



 


		10.1	This Agreement shall commence as of the Effective Date and shall continue in full force and effect until
terminated in accordance with the provisions herein below (The “Term”), without derogating from the force and effect
of the Prior Agreement prior to execution hereof.



 


		10.2	Either Party may terminate the Agreement upon 60 days’ prior written notice given to the other Party.



 


		10.3	Each Party shall have the right to terminate this Agreement at any time in the event that (i) the other
Party commits a material breach of any material provision of this Agreement and fails to cure such breach within thirty (30) days of receiving
a written notice of such breach from the non-breaching Party, (ii) a petition is filed by or against the other Party for voluntary or
involuntary bankruptcy or pursuant to any other insolvency law, or the other Party makes or seeks to make a general assignment for the
benefit of its creditors or applies for or consents to the appointment of a trustee, receiver or
custodian for it or a substantial part of its property, in each case without further action on the part of the terminating party.



 




    15


     


    





 


		10.4	IR may terminate this Agreement upon 30 days’ prior written notice given to the Company in the event
of Change of Control.



 


		10.5	If this Agreement is terminated as a result of a material breach, the right of the non- breaching Party
to terminate shall be in addition to, and not in lieu of, any equitable or legal remedies available to such Party.



 


		10.6	Upon the termination of this Agreement for any reason whatsoever, neither Party shall have any further
obligation to the other, except for obligations that by their terms and nature are to be performed after termination of this Agreement
and for any obligations or liabilities arising prior to or in connection with such termination.



 


		11.	General Provisions



 


		11.1	None of the Parties to this Agreement may assign or transfer any of its rights or obligations under this
Agreement without acquiring the other Party’s prior written consent, except that IR may assign or transfer any of its rights or
obligations under this Agreement to an affiliated entity, provided that nothing in such assignment or transfer shall adversely affect
any of the Company’s rights under this Agreement.



 


		11.2	Any notice or other communication required or authorized under this Agreement to be given by any Party
to the other Party may be personally delivered, mailed, transmitted by telex, facsimile, email, or other electronic means to the address
below, however such notice shall operate and be deemed to have been served upon its actual receipt by the other Party:



 


	 	If to the IR:	Israel Railways Ltd	 
	 	[                               ]	 
	 	 	 
	 	Attn: [                    ]	 
	 	 	 
	 	Fax: [                       ]	 
	 	 	 
	 	Email: t                   ]	 



 


With a copy which shall not constitute notice, to:


 


	 	Shibolet & Co.
	 	Museum Tower,.4 Berkowitz Street,
	 	Tel-Aviv 6423806
	 	Attn: Maya Koubi Bara-nes, Adv.
	 	Fax: +972-3-777-8444
	 	Email: Maya@Shibolet.com






 




    16


     


    


 


If to the Company:


 


	 	Rail Vision Ltd
	 	15 Ha Tidhar St., Raanana, Israel
	 	Attn: Ofer Naveh, CFO
	 	Email: ofer@railvision.io



 


With a copy which shall not constitute notice, to:


 


	 	Shibolet & Co.
	 	Museum Tower, 4 Berkowitz Street,
	 	Tel-Aviv 6423806
	 	Attn: [            ]
	 	Fax: +972-3-777-8444
	 	Email: (           ]






 


		11.3	This Agreement constitutes the entire agreement between Parties pertaining to the subject matter hereof
and supersedes all prior representations, warranties, conditions, agreements, and understandings, whether oral or written, express or
implied, relating to this Agreement.



 


		11.4	Any term of this Agreement may be amended or terminated only with the written consent of both IR and the
Company.



 


		11.5	This Agreement may be executed in two or more counterparts each of which shall be deemed an original but
all of which constitute one and the same instrument.



 


		11.6	No Supplement, modification, or waiver of this Agreement shall be effective unless it is provided or approved
by the Parties in writing.



 


		11.7	This Agreement shall be interpreted, construed and enforced in all respects in accordance with the Laws
of the State of Israel. Each Party irrevocably consents and submits to the exclusive jurisdiction of the competent courts located in Tel
Aviv- Jaffa District, Israel in connection with any action to enforce the provisions of this Agreement, to recover damages or other relief
for breach or default under this Agreement, or otherwise arising under or by reason of this Agreement.



 


		11.8	If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid for
any reason, such invalidity shall not affect the remaining provisions.



 


		11.9	No failure on the part of either IR or the Company to exercise any power, right, privilege or remedy under
this Agreement, and no delay on the part of the either Party in exercising any power, right, privilege or remedy under this Agreement,
shall operate as a waiver of such power, right, privilege or remedy.



 


		11.10	Words herein denoting the singular number only shall include the plural and vice versa.



 


		11.11	The headings and section numbers in this Agreement are inserted for convenience only and shall not affect
the construction thereof.



 


[Signatures Page Follows]


 




    17


     


    


 


IN WITNESS WHEREOF, the Parties hereto have
executed this Cooperation Agreement as of the date first above written.


 


	ISRAEL RAILWAYS LTD	 	RAIL VISION LTD
	 	 	 
	Name:	Michael Maixner	 	Name:	Elen Katz
	Title:	Chief Executive Officer	 	Title:	Chief Executive Officer
	Date:	January 19, 2020	 	Date:	January 12, 2020
	Signature:	/s/ Michael Maixner	 	Signature:	/s/ Elen Katz


 


 


	

ISRAEL RAILWAYS LTD	 	RAIL VISION LTD
	 	 	 
	Name:	Moti Vataro	 	Name:	Ofer Naveh
	Title:	Deputy General Manager, Economics and Finance	 	Title:	Chief Financial Officer
	Date:	January 19, 2020	 	Date:	January 12, 2020
	Signature:	/s/ Moti Vataro	 	Signature:	/s/ Ofer Naveh


 




    18


     


    


 


Exhibit A


 


Background Intellectual Property


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    19


     


    


 


IP
status


 


3.8.2016


 


 


 


 


 


 


 


 


 


 




     


     


    


 


Rail-Vision Patent Status


 


	Country	 	Pearl Cohen Ref	 	Title	 	Applicant Name	 	Priority Date	 	Application No.	 	Filing Date	 	Status	 	Comments / Next Action
	China	 	P-77066-CN	 	SYSTEM AND METHOD FOR OBSTACLE IDENTIFICATION AND AVOIDANCE	 	Associate advised the application will be filed as owned by the inventors	 	July 31, 2013	 	2014800542126.0 0	 	30-Jul-14	 	Pending	 	assignment of patent to be transferred to Rail vision
	European Patent Office	 	P-77066-EP	 	SYSTEM AND METHOD FOR OBSTACLE IDENTIFICATION AND AVOIDANCE	 	Filed owned by the inventors	 	July 31, 2013	 	EP14833039.2	 	30-Jul-14	 	Pending	 	assignment of patent to be transferred to Rail vision
	Japan	 	P-77066-1P	 	SYSTEM AND METHOD FOR OBSTACLE IDENTIFICATION AND AVOIDANCE	 	Ownership was assigned from Rail Safe to the inventors and registered	 	July 31, 2013	 	2016-530669	 	30-Jul-14	 	Pending	 	assignment of patent to be transferred to Rail vision
	United States	 	P-77066-US	 	SYSTEM AND METHOD FOR UTILIZING AN INFRA-RED SENSOR BY A MOVING TRAIN	 	Ownership by the inventors was filed. A clerical issue is now in the process of rectifying	 	July 31, 2013	 	15/011,581	 	31-Jan-16	 	Pending	 	assignment of patent to be transferred to Rail vision
	United States	 	P-79746-USP	 	SYSTEM AND METHOD FOR DETECTION OF DEFECTS IN AN ELECTRIC CONDUCTOR SYSTEM OF A TRAIN	 	Rail Safe R.S. (2015) Ltd	 	31-Jan-16	 	62/289,253	 	31-Jan-16	 	Pending	 	assignment of patent to be transferred to Rail vision


 




     


     


    


 


Additional
IP


 


		●	Image
                                            enhancement and decision machine algorithms



		●	Physics
                                            and optics



		●	System
                                            design & production



		●	Durable
                                            design



		●	Integration
                                            & mounting



		●	Patents
                                            to be applied:



		●	VIS
                                            sensor dynamic range enhancement



		●	Curves
                                            tracking concept



		●	Signs
                                            identifications



		●	Catenary
                                            and Pantograph inspection



 




     


     


    


 


Exhibit B


 


Warrant


 


 


 


 


 


 


 


 


 


 


 


 


 




     


     


    


 


Date: January 19, 2020


 


To:_____________


 


WARRANT


 


To purchase Shares of

Rail Vision Ltd


 


This is to certify that Israel Railways Ltd or
any assignee or transferee in accordance with the provisions hereof (the “Holder”) is entitled to purchase, subject
to the provisions of this Warrant, from Rail Vision Ltd (the “Company”), during the Warrant Period (as defined below),
up to such number of fully paid and non-assessable Shares (as defined below), as specified below.


 


Any capitalized term not specifically defined
herein shall have such meaning as is ascribed to it in that certain Amended and Restated Cooperation Agreement by and between the Holder
and the Company, dated as of January [ ], 2020 (the “Cooperation Agreement”).


 


The Shares underlying this Warrant shall have
the san1e rights, preferences and privileges attached to the Shares of the Company as set forth in the Company’s Articles of Association
as in effect upon exercise hereof (the “Articles”), as may be amended from time to time.


 


This Warrant amends and restates in its entirety
that certain Warrant dated as of August 3, 2016 (the “Prior Warrant”). It is agreed that the Prior Warrant is hereby
superseded and replaced in its entirety by this Warrant.


 


		1.	Type/Series of Shares



 


Ordinary Shares of the Company, par
value NIS 0.01 per share (the “Ordinary Shares” or the “Shares”).


 


		2.	Number of Shares Available for Purchase



 


This Warrant may be exercised to purchase
up to 4,442 Ordinary Shares (subject to adjustments as provided in Section 10 below) (the “Warrant Shares”).


 


		3.	Exercise Price



 


The exercise price for each Warrant
Share purchasable hereunder (subject to adjustments as provided in Section IO below) shall be equal to the par value of such Warrant Share
(the “Exercise Price”).


 


		4.	Warrant Period



 


This Warrant may be exercised in whole
or in part, on one or more occasions, until the earlier to occur of consummation of an IPO or a Change of Control, including by way of
cashless exercise (the “Warrant Period”).


 






     


     


    

 


		5.	Exercise of Warrant



 


		5.1	Exercise for Cash



 


This Warrant shall be exercised by presentation and surrender
hereof to the Company at the principal office of the Company, accompanied by: (i) a written notice of exercise in the form attached hereto
as Exhibit A (the “Exercise Notice”); and (ii) payment to the Company equal to the Exercise Price multiplied
by the number of Warrant Shares specified in the Exercise Notice (the “Consideration”).


 


		5.2	Cashless Exercise



 


		5.2.1	In this Section 5.2, the term below shall bear the meaning set opposite it:



 


		5.2.1.1	“Fair Market Value” - one of the following (as applicable): (i) If applicable, the
average of the closing bid and asked prices of a Warrant Share (or of any securities to which the Warrant Shares have been converted to
in accordance with the Company’s organizational documents and applicable law) as quoted in the over-the-counter market summary or
the closing price quoted on any exchange on which the Warrant Share (or any securities to which the Warrant Shares have been converted
to in accordance with the Company’s organizational documents and applicable law) is listed, whichever is applicable, as published
in the Wall Street Journal for the ten (I 0) trading days immediately prior to but not including the date of determination of fair market
value; (ii) If the exercise date is immediately prior to or on the closing of a Change of Control event then the fair market value of
one (1) Warrant Share (or of any securities to which the Warrant Share have been converted to in accordance with the Company’s governing
documents and applicable law) in which shareholders of the Company receive cash payment, then the price at which any such shares are purchased
within the framework of such transaction; (iii) If the exercise date is the date of the closing of an IPO, then the public offering price
(before deduction of underwriters’ discount or commissions in such offering); or (iv) In any other case, as determined in good faith
by the Board of Directors of the Company; provided that the Holder shall be entitled to demand that the valuation be established by independent
auditors who are an internationally recognized auditing firm.



 


		5.2.2	On any exercise of this Warrant, in lieu of payment to the Company as set forth in Section 0 above, and without the payment of the
Exercise Price, the Holder may convert this Warrant in whole or in part, into the number of Warrant Shares calculated pursuant to the
following formula, by surrendering this Warrant to the Company at the principal office of the Company, accompanied by the Exercise Notice, specifying the
number of Warrant Shares into which the Holder desires to convert this Warrant, provided however, that upon the consummation of
an IPO or a Change of Control event, in which the fair market value of one Warrant Share as determined in accordance with Section 5.2.1.2
above would be greater than the Exercise Price in effect on such date immediately prior to such IPO or Change of Control event, and Holder
has not exercised this Warrant pursuant to Section 2 above as to all Warrant Shares, then this Warrant shall automatically be deemed to
be cashless exercised, as to all Warrant Shares exercisable at such time, effective immediately prior to and contingent upon the consummation
of such IPO or Change of Control event.



 






     


     


    

 





X= Y(A-B)


   A


 


Where:


		X =	 The number of
Warrant Shares to be issued to the Holder;



		Y =	the number of Warrant Shares to which the Holder is entitled
upon exercise of this Warrant (as adjusted to the date of such calculation in accordance with the provisions of Section IO below but
excluding Warrant Shares already issued under this Warrant);



		A =	the Fair Market
Value of one Warrant Share; and



		B =	the Exercise Price (as adjusted in accordance with the
provisions of Section IO below).



 


		5.2.3	Upon completion of the calculation, if X is a negative number then X shall be deemed to be O (zero).



 


		5.2.4	The Company shall notify the Holder in writing at least thirty (30) days prior to the closing of a Change of Control event or an IPO,
include in such notice the terms of such event or transaction, and provide the Holder with any updates and changes to the terms thereof
promptly in writing.



 


		6.	Delivery to Holder



 


As soon as practicable after the exercise
of this Warrant in whole or in part, and in any event no later than thirty (30) days thereafter, the Company at its expense will cause
to be issued in the name of, and delivered to, the Holder:


 


		6.1	A certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled;
and



 


		6.2	If this Warrant is exercised in part only, the Company shall, upon surrender of this Warrant for cancellation,
execute and deliver a new warrant evidencing the rights of the Holder to purchase the balance of the Warrant Shares purchasable hereunder.



 




     


     


    


 


Notwithstanding the foregoing, upon
receipt by the Company of this Warrant and the applicable duly executed Exercise Notice (and the aggregate Exercise Price, if applicable),
together with any other documents and/or approvals that may be required by law, the Holder shall be deemed to be the holder of record
of the Warrant Shares issuable upon such exercise, notwithstanding that the share transfer books of the Company shall then be closed or
that certificates representing such shares shall not then be actually delivered to the Holder.


 


		7.	Reservation of Shares: Preservation of Rights of Holder



 


The Company hereby agrees that at all
times, as long as this Warrant is exercisable, it will maintain and reserve, free from preemptive or similar rights, such number of authorized
but un-issued Warrant Shares so that this Warrant may be exercised without additional authorization of Warrant Shares 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.
Tue Company further agrees that it will not, by charter amendment or through reorganization, recapitalization, voluntary liquidation,
consolidation, merger, dissolution, winding up or transfer or sale of assets, issue or sale of securities, or by any other voluntary act
(collectively, “Non Performance Events’’), 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, but will at all times in good faith assist
in the carrying out of all provisions hereof and in taking of all such actions and making all such adjustments as may be necessary or
appropriate in order to fulfill the provisions hereof and will not enter into any of such Non Performance Events unless prior written
notice was sent to the Holder at least forty five (45) days prior to the occurrence thereof.


 


		8.	Representations of the Company



 


The Company hereby represents and warrants
to the Holder that as of the date hereof:


 


		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 and any Ordinary Shares issuable upon conversion thereof 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 nonassessable
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 or the issuance of any Ordinary Shares upon conversion of such Warrant Shares, 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.	Replacement of Warrant



 


On receipt by the Company of evidence
reasonably satisfactory to it of the loss, theft, destruction, or mutilation of this Warrant and, in the case of loss, theft, or destruction,
on delivery of an indemnity agreement reasonably satisfactory in form and substance to the Company or, in the case of mutilation, on surrender
and cancellation of this Warrant, the Company at its expense shall execute and deliver, in lieu of this Warrant, a new warrant of like
tenor, date and amount.


 


		10.	Adjustments to the Warrant Shares and Exercise Price



 


		10.1	Share Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding
Shares payable in additional Shares or other securities or property (other than cash), then upon exercise of this Warrant, for each Share
acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which Holder would
have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the Company subdivides the
outstanding Shares by reclassification or otherwise into a greater number of shares, the number of Shares purchasable hereunder shall
be proportionately increased and the Exercise Price shall be proportionately decreased. If the outstanding Shares are combined or consolidated,
by reclassification or otherwise, into a lesser number of shares, the Exercise Price shall be proportionately increased and the number
of Shares shall be proportionately decreased.



 


		10.2	Reclassification, Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding
Shares are reclassified, exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or
series, then from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company
securities that Holder would have received bad the Shares been outstanding on and as of the consummation of such event, and subject to
further adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 10.2
shall similarly apply to successive reclassifications, exchanges, combinations, substitutions, replacements or other similar events.



 


		10.3	Notice/Certificate as to Adjustments. Upon each adjustment of the Exercise Price and/or number of Shares,
the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to
the Exercise Price, class and/or number of Shares and facts upon which such adjustment is based. The Company shall, upon written request
from Holder, furnish Holder with a certificate of its Chief
Financial Officer, including computations of such adjustment and the Exercise Price, class and number of Shares in effect upon the date
of such adjustment.



 






     


     


    




 


		11.	Fractional Shares



 


No fractional shares will be issued
in connection with any exercise of this Warrant, and the number of sl1ares issuable hereunder shall be rounded to the nearest whole number
with half shares being rounded up.


 


		12.	Conditional Exercise



 


Exercise in connection with an IPO or
a Change of Control event could be made conditional upon the closing of the respective transaction. In the event that the respective transaction
does not result in consideration to the Holder of cash or freely tradable securities, the Company shall use its best efforts to assist
the Holder in any manner requested thereby prior to closing of the respective transaction.


 


		13.	Notice of Certain Events



 


If at any time during the Warrant Period>
there is a basis for the expiration of the Warrant Period according to its terms, then, the Company shall deliver to the Holder prior
written notice thereof, including the date on which (a) a record shall be taken in connection with such event (if applicable); and (b)
the consummation date of such event. Such written notice shall be delivered to the Holder at least thirty (30) days prior to the consummation
of the applicable event and not less than thirty (30) days prior to the record date in respect thereto.


 


		14.	Rights of the Holder



 


The Holder shall not, by virtue hereof,
be entitled to any rights of a shareholder in the Company, prior to the exercise of this Warrant, except for the rights expressly set
forth herein.


 


		15.	Notices



 


Any notice or other communication hereunder
shall be in writing and shall be effective and deemed to have been given upon delivery, if personally delivered, upon transmission if
sent by e-mail or facsimile and confirmed by a machine printout or seven (7) business days after deposit if deposited in the mail for
mailing by certified mail and addressed to the addresses of the Company and the Holder specified in the Cooperation Agreement.


 


		16.	Assignment



 


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 shares of the same class as the Warrant Shares under the Articles, provided
however, that IR may assign or transfer any of its rights or duties under this Warrant to an affiliated entity. Upon such
assignment, the assignee(s) shall be deemed a Holder for the purposes hereof.


 






     


     


    

 


		17.	Tax



 


Holder shall bear full responsibility
for all tax obligations and consequences relating to the transfer or exercise of this Warrant or sale of the Shares issuable upon the
exercise of this Warrant, which by their nature apply to holders of warrants. In the event that the Company is required under applicable
law to withhold any tax as a result of the exercise of this Warrant and/or the issuance of the Warrant Shares, the Company will be entitled
to withhold such taxes in accordance with applicable law; provided, however, that if Holder provides the Company with a valid certificate
of exemption from tax withholding or a determination applying a reduced withholding tax rate or any other instructions regarding the payment
of withholding taxes issued by the Israel Tax Authority, then such withholding (if any) shall be made only in accordance with the provisions
of such certificate. In the event that the Company is required under Israeli law to withhold taxes in connection with the exercise of
this Warrant and/or the issuance of the Warrant Shares in accordance with the provisions hereof, the Company shall be entitled
to (i) deduct such amounts actually paid by the Company to the Israeli Tax Authority from any cash consideration payable to the Holder
as a result of such exercise and/or issuance, as the case may be, or (ii) absent of such sufficient cash consideration, the Holder shall
reimburse the Company for such shortfall of cash amount actually withheld by the Company and paid to the applicable Israeli tax authority;
in each case provided that: (i) prior to making any tax withholding payment, the Company shall advise Holder in writing of such proposed
payment in order to allow Holder to present to the Company a valid certificate of exemption from tax withholding or a determination applying
a reduced withholding tax rate or any other instructions regarding the payment of withholding taxes issued by the Israel Tax Authority,
(ii) in connection with the tax withheld by the Company, if any, the Company will furnish Holder with proof reasonably satisfactory to
Holder indicating that the Company has made all such withholding tax payments, and (iii) the Company will cooperate with Holder in connection
with any information and documentation reasonably required by Holder in connection with credits, exemptions, rebates, or other benefits
to be obtained by Holder in connection with such withholding payments made by the Company, which credits, exemptions, rebates, or other
benefits shall be property of the Holder.


 


		18.	Amendments and Waivers



 


Any term of this Warrant may be amended
and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Holder.


 


		19.	Governing Law; Jurisdiction



 


This Warrant shall be deemed to be
a contract made under the laws of the State of Israel, and for all purposes shall be construed in accordance with the laws of said
state, without regard to principles of conflict of laws. Any dispute arising under or in relation to this Warrant shall be resolved
exclusively in the competent court for Tel Aviv-Jaffa district, and each of the parties hereby irrevocably submits to the exclusive
jurisdiction of such court.


 


		20.	Captions



 


The section and subsection headings
of this warrant are inserted for convenience only and shall not constitute a part of this Warrant in construing or interpreting any provision
hereof.


 


	 	 
	Rail Vision Ltd.	 
	By:	 
	Title:	 


 




     


     


    


 


Exhibit A


 


NOTICE OF EXERCISE


 


To: Rail Vision Ltd.


 


		1.	The undersigned hereby elects to purchase Shares (as such term is defined in the attached Warrant) of
Rail Vision Ltd., pursuant to the terms of the attached Warrant, and [IN CASE OF EXERCISE FOR CASH: tenders herewith payment of the purchase
price of $ for such Shares in full / IN CASE OF CASHLESS EXERCISE: elects pursuant to Section 0 of the Warrant to effect a Cashless Exercise].



 


		2.	Please issue a certificate representing said Shares in the name of the undersigned, at the following address:



 


____________________________





____________________________





____________________________


 


		3.	Please issue a new Warrant for the unexercised portion of the attached Warrant (if any) in the name of
the undersigned.






____________________________


____________________________


 


	(Date)	 	(Print Name of Holder)
	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	Name:	             
	 	 	Title:	 
	 	 	Telephone: