Exhibit 10.2


 


April
28, 2020


 


Foresight
Autonomous Holdings Ltd


7
Golda Meir


Ness
Ziona


7414001
Israel


Attention:
Haim Siboni


Chief
Executive Officer


 


 


Dear
Mr. Siboni:


 


This
letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners, as sole placement
agent (“A.G.P.”, also referred to herein as, the “Placement Agent”), and Foresight Autonomous
Holdings Ltd., a company organized under the laws of Israel (the “Company”), that the Placement Agent shall
serve as the Placement Agent for the Company, on a “reasonable best efforts” basis, in connection with the proposed
placement (the “Placement”) of American Depositary Shares (the “ADSs”) Representing the
Company’s Ordinary Shares, no par value (the “Shares”). The Shares actually placed by the Placement Agent
are referred to herein as the “Placement Agent Securities.” The Placement Agent Securities shall be offered
and sold under the Company’s registration statement on Form F-3 (File No. 333-229715), which was declared effective by the
Securities and Exchange Commission (the “Commission”) on February 21, 2019. The documents executed and delivered
by the Company and the Purchasers (as defined below) in connection with the Placement, including, without limitation, a securities
purchase agreement (the “Purchase Agreement”), shall be collectively referred to herein as the “Transaction
Documents.” The purchase price to the Purchasers for each ADS is $0.50. The Placement Agent may retain other brokers
or dealers to act as sub-agents or selected-dealers on its behalf in connection with the Placement. 


 


The
terms of the Placement shall be mutually agreed upon by the Company and the purchasers listed in the Purchase Agreement (each,
a “Purchaser” and collectively, the “Purchasers”), and nothing herein constitutes that the
Placement Agent would have the power or authority to bind the Company or any Purchaser, or an obligation for the Company will
issue any Securities or complete the Placement. The Company expressly acknowledges and agrees that the Placement Agent’s
obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute
a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities
or any portion thereof or the success of the Placement Agent with respect to securing any other financing on behalf of the Company.
Certain affiliates of the Placement Agent may participate in the Placement by purchasing some of the Placement Agent Securities.
The sale of Placement Agent Securities to any Purchaser will be evidenced by the Purchase Agreement between the Company and such
Purchaser, in a form reasonably acceptable to the Company and the Purchaser. Capitalized terms that are not otherwise defined
herein have the meanings given to such terms in the Purchase Agreement. Prior to the signing of any Purchase Agreement, officers
of the Company will be available to answer inquiries from prospective Purchasers.


 






     


     


    

 


SECTION
1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A. Representations
of the Company. With respect to the Placement Agent Securities, each of the representations and warranties (together with
any related disclosure schedules thereto) and covenants made by the Company to the Purchasers in the Purchase Agreement in connection
with the Placement is hereby incorporated herein by reference into this Agreement (as though fully restated herein) and is, as
of the date of this Agreement and as of the Closing Date, hereby made to, and in favor of, the Placement Agent. In addition to
the foregoing, the Company represents and warrants that there are no affiliations with any FINRA (as defined below) member firm
among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5.0%) or greater stockholder
of the Company, except as set forth in the Purchase Agreement and SEC Reports.


 


B. 
Covenants of the Company. The Company covenants and agrees to continue to
retain (i) a firm of Public Company Accounting Oversight Board independent registered public accountants for a period of at least
two (2) years after the Closing Date and (ii) a nationally recognized transfer agent with respect to the Shares for a period of
two (2) years after the Closing Date. Furthermore, (i) for ninety (90) days after the closing date of the Placement, the Company
shall not, without the prior written consent of the Placement Agent, issue, enter into any agreement to issue or announce the
issuance or proposed issuance of any Placement Agent Securities or Ordinary Share Equivalents (as defined in the Purchase Agreement) and
(ii) except for offerings with the Placement Agent, for ninety (90) days after the closing date of the Placement, the Company
shall not effect or enter into an agreement to effect any issuance of Placement Agent Securities or Ordinary Share Equivalents
involving an at-the-market offering or Variable Rate Transaction (as defined in the Purchase Agreement).


 


SECTION
2.  REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent, represents and
warrants that it (i) is a member in good standing of the Financial Industry Regulatory Authority (“FINRA”),
(ii) is registered as a broker/dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
(iii) is licensed as a broker/dealer under the laws of the United States of America, applicable to the offers and sales of the
Placement Agent Securities by the Placement Agent, (iv) is and will be a corporate body validly existing under the laws of its
place of incorporation, and (v) has full power and authority to enter into and perform its obligations under this Agreement. The
Placement Agent will immediately notify the Company in writing of any change in its status with respect to subsections (i) through
(v) above. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder in compliance
with the provisions of this Agreement and the requirements of applicable law. 


 


SECTION
3.  COMPENSATION. In consideration of the services to be provided for hereunder,
the Company shall pay to the Placement Agent or its respective designees a total cash fee equal to seven percent (7.0%) of gross
proceeds from the Placement of the total amount of Placement Agent Securities sold. A.G.P. reserves the right to reduce any item
of compensation, including the reimbursement of expenses described below, or adjust the terms thereof as specified herein in the
event that a determination shall be made by FINRA to the effect that the Placement Agent’s aggregate compensation is in
excess of FINRA Rules or that the terms thereof require adjustment.


 






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SECTION
4. EXPENSES. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with
the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation:
(i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving
costs); (ii) all fees and expenses of the registrar and transfer agent of the Shares; (iii) all necessary issue, transfer and
other stamp taxes in connection with the issuance and sale of the Placement Agent Securities; (iv) all fees and expenses
of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses
incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including
financial statements, exhibits, schedules, consents and certificates of experts), the Base Prospectus and each Prospectus Supplement,
and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses
incurred by the Company in connection with qualifying or registering (or obtaining exemptions from the qualification or registration
of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of
any other country; (vii) the fees and expenses associated with including the Securities on the Trading Market; (ix) up to $40,000
for accountable expenses related to legal fees of counsel to the Placement Agent. Notwithstanding the foregoing, any advance received
by the Placement Agent will be reimbursed to the Company to the extent not actually incurred in compliance with FINRA Rule 5110(f)(2)(C).
The maximum the Company shall be obligated to pay to the Placement Agent pursuant to this Section 4 shall not exceed $40,000 in
the aggregate. However, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified
herein or any extensions thereof pursuant to the terms herein, the Company shall be obligated to pay to the Placement Agent their
actual and accountable out-of-pocket expenses related to the transactions contemplated herein then due and payable (including
the fees and disbursements of Representative Counsel) up to $15,000; provided, however, that such expense cap in
no way limits or impairs the indemnification and contribution provisions of this Agreement.


 


SECTION
5. INDEMNIFICATION.


 


A. To
the extent permitted by law, with respect to the Placement Agent Securities, the Company will indemnify the Placement Agent and
its affiliates, stockholders, directors, officers, employees, members and controlling persons (within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act) against all losses, claims, damages, expenses and liabilities, as the
same are incurred (including the reasonable fees and expenses of counsel), relating to or arising out of its activities hereunder
or pursuant to this Agreement, except to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect
thereof) are found in a final judgment (not subject to appeal) by a court of law to have resulted primarily and directly from
a Placement Agent’s willful misconduct or gross negligence in performing the services described herein.


 


B. Promptly
after receipt by the Placement Agent of notice of any claim or the commencement of any action or proceeding with respect to which
the Placement Agent are entitled to indemnity hereunder, the Placement Agent will notify the Company in writing of such claim
or of the commencement of such action or proceeding, but failure to so notify the Company shall not relieve the Company from any
obligation it may have hereunder, except and only to the extent such failure results in the forfeiture by the Company of substantial
rights and defenses. If the Company so elects or is requested by the Placement Agent, the Company will assume the defense of such
action or proceeding and will employ counsel reasonably satisfactory to the Placement Agent and will pay the fees and expenses
of such counsel. Notwithstanding the preceding sentence, each of Placement Agent will be entitled to employ its own counsel separate
from counsel for the Company and from any other party in such action if counsel for any Placement Agent reasonably determines
that it would be inappropriate under the applicable rules of professional responsibility for the same counsel to represent both
the Company and the Placement Agent. In such event, the reasonable fees and disbursements of no more than one such separate counsel
will be paid by the Company, in addition to fees of local counsel. The Company will have the right to settle the claim or proceeding,
provided that the Company will not settle any such claim, action or proceeding without the prior written consent of the Placement
Agent, which will not be unreasonably withheld.


 


C. The
Company agrees to notify the Placement Agent promptly of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to a transaction contemplated by this Agreement.


 






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D. If
for any reason the foregoing indemnity is unavailable to the Placement Agent or insufficient to hold the Placement Agent harmless,
then the Company shall contribute to the amount paid or payable by the Placement Agent as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one
hand and the Placement Agent on the other, but also the relative fault of the Company on the one hand and the liable Placement
Agent on the other that resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations.
The amounts paid or payable by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed
to include any legal or other fees and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding
the provisions hereof, the liable Placement Agent’s share of the liability hereunder shall not be in excess of the amount
of fees actually received, or to be received, by such Placement Agent under this Agreement (excluding any amounts received as
reimbursement of expenses incurred by such Placement Agent).


 


E. These
indemnification provisions shall remain in full force and effect whether or not the transaction contemplated by this Agreement
is completed and shall survive the termination of this Agreement, and shall be in addition to any liability that the Company might
otherwise have to any indemnified party under this Agreement or otherwise.


 


SECTION
6. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder will
be until the earlier of (i) June 30, 2020 and (ii) the Closing Date. The date of termination of this Agreement is referred to
herein as the “Termination Date.” In the event, however, in the course of the Placement Agent’s performance
of due diligence it deems, it necessary to terminate the engagement, the Placement Agent may do so prior to the Termination Date.
The Company may elect to terminate the engagement hereunder for any reason prior to the Termination Date but will remain responsible
for fees pursuant to Section 3 hereof with respect to the Placement Agent Securities if sold in the Placement. Notwithstanding
anything to the contrary contained herein, the provisions concerning the Company’s obligation to pay any fees actually earned
pursuant to Section 3 hereof and the provisions concerning confidentiality, indemnification and contribution contained herein
will survive any expiration or termination of this Agreement. If this Agreement is terminated prior to the completion of the Placement,
all fees due to the Placement Agent as set forth in Section 3 shall be paid by the Company to the Placement Agent within seven
business days of the Termination Date (in the event such fees are earned or owed as of the Termination Date). The Placement Agent
agree not to use any confidential information concerning the Company provided to the Placement Agent by the Company for any purposes
other than those contemplated under this Agreement.


 


 SECTION
7. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice
rendered by the Placement Agent in connection with this engagement is for the confidential use of the Company only in their evaluation
of the Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information
in any manner without each of the Placement Agent’s prior written consent.


 


SECTION
8. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not
be construed as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue
of the indemnification provisions hereof. The Company acknowledges and agrees that the Placement Agent are not and shall not be
construed as a fiduciary of the Company and shall have no duties or liabilities to the equity holders or the creditors of the
Company or any other person by virtue of this Agreement or the retention of the Placement Agent hereunder, all of which are hereby
expressly waived.


 






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SECTION
9. CLOSING. The obligations of the Placement Agent, and the closing of the
sale of the Placement Agent Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the representations
and warranties on the part of the Company contained herein and in the Purchase Agreement, to the performance by the Company of
its obligations hereunder, and to each of the following additional terms and conditions, except as otherwise disclosed to and
acknowledged and waived by the Placement Agent:


 


A. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of
this Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated
hereby with respect to the Placement Agent Securities shall be reasonably satisfactory in all material respects to the Placement
Agent.


 


B. The
Placement Agent shall have received from outside counsel to the Company such counsel’s written opinion with respect to the
Placement Agent Securities, addressed to the Placement Agent and dated as of the Closing Date, in form and substance reasonably
satisfactory to the Placement Agent.


 


C. The
Shares shall be registered under the Exchange Act. The Company shall have taken no action designed to, or likely to have the effect
of terminating the registration of the ADSs under the Exchange Act or delisting or suspending from trading the ADSs or the Placement
Securities from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting
that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration
or listing.


 


D. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially
and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining
order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing
Date which would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially
and adversely affect the business or operations of the Company.


 


E. The
Company shall have entered into a Purchase Agreement with each of the Purchasers of the Placement Agent Securities and such agreements
shall be in full force and effect and shall contain representations, warranties and covenants of the Company as agreed upon between
the Company and the Purchasers.


 


F. FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition,
the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on the Company’s
behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 2710 with respect to the Placement and
pay all filing fees required in connection therewith.


 


If
any of the conditions specified in this Section 9 shall not have been fulfilled when and as required by this Agreement, all obligations
of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the Closing Date. Notice
of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter
in writing.


 






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SECTION
10.   GOVERNING LAW. This Agreement will be governed by, and construed in accordance
with, the laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement
may not be assigned by either party without the prior written consent of the other party. This Agreement shall be binding upon
and inure to the benefit of the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury
with respect to any dispute arising under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute
arising under this Agreement may be brought into the courts of the State of New York or into the Federal Court located in New
York, New York and, by execution and delivery of this Agreement, the Company hereby accepts for itself and in respect of its property,
generally and unconditionally, the jurisdiction of aforesaid courts. Each party hereto hereby irrevocably waives personal service
of process and consents to process being served in any such suit, action or proceeding by delivering a copy thereof via overnight
delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be
deemed to limit in any way any right to serve process in any manner permitted by law. If either party shall commence an action
or proceeding to enforce any provisions of this Agreement, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorney's fees and other costs and expenses incurred with the investigation, preparation and prosecution
of such action or proceeding.


 


SECTION
11. ENTIRE AGREEMENT/MISCELLANEOUS. This Agreement embodies the entire agreement and understanding
between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof. If
any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect
such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. This
Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both the Placement Agent
and the Company. The representations, warranties, agreements and covenants contained herein shall survive the Closing Date of
the Placement and delivery of the Placement Agent Securities. This Agreement may be executed in two or more counterparts, all
of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have
been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.
In the event that any signature is delivered by facsimile transmission or a .pdf format file, such signature shall create a valid
and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as
if such facsimile or .pdf signature page were an original thereof.


 


SECTION
12. NOTICES. Any and all notices or other communications or deliveries required
or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date
of transmission, if such notice or communication is sent to the email address specified on the signature pages attached hereto
prior to 6:30 p.m. (New York City time) on a business day, (b) the next business day after the date of transmission, if such notice
or communication is sent to the email address on the signature pages attached hereto on a day that is not a business day or later
than 6:30 p.m. (New York City time) on any business day, (c) the third business day following the date of mailing, if sent by
U.S. internationally recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required to
be given. The address for such notices and communications shall be as set forth on the signature pages hereto.


 


SECTION
13. Press Announcements. The Company agrees
that the Placement Agent shall, on and after the Closing Date, have the right to reference the Placement and the Placement Agent’s
role in connection therewith in the Placement Agent’s marketing materials and on its website and to place advertisements
in financial and other newspapers and journals, in each case at its own expense.


 


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remainder of this page has been intentionally left blank.]


 






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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to the Placement Agent the enclosed copy
of this Agreement.


 


	 	Very truly yours,
	 	 
	 	A.G.P./ALLIANCE GLOBAL PARTNERS
	 	 
	 	By: 	/s/
Thomas Higgins
	 	 	Name: Thomas Higgins
	 	 	Title: Managing Director 
	 	 
	 	Address for notice:
	 	590
        Madison Avenue 36th Floor

        New
        York, New York 10022

        Attn:
        Thomas J. Higgins

        Email:
        thiggins@allianceg.com 



 


Accepted
and Agreed to as of


the
date first written above:


 


	FORESIGHT AUTONOMOUS HOLDINGS
    LTD.	 
	 	 
	By:	/s/ Eli Yoresh	 
	 	Name: Eli Yoresh	 
	 	Title: Chief Financial Officer	 
	 	 
	Address for notice:	 
	 

                    7
        Golda Meir St.

        Ness
        Ziona 7403650, Israel 

        Attn:
        Haim Siboni, Chief Executive Officer

        Email:
        eli@foresightauto.com
	 


 


[Signature
Page to Placement Agency Agreement]


 


 


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