An order from an existing customer for cameras and other products totaling approximately $30 million for 3 years

An order from an existing customer for cameras and other products totaling approximately $30 million for 3 years

EN
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NextVision Stabilized System Ltd.

March 13, 2025

NextVision Stabilized Systems Ltd. (“The Company”)

To:

Receipt of a Customer Order

NextVision Stabilized Systems Ltd. (the “Company”) is pleased to announce that on October 16, 2024, it entered into an agreement with an existing customer. Subsequently, on December 27, 2024, the Company received an order under this agreement for the purchase of cameras and additional products totaling approximately $30 million USD (hereinafter: “the Consideration” and “the Agreement,” respectively).

This order adds to the existing order backlog, which was reported in the Company’s 2024 annual financial statements, amounting to approximately $100.9 million USD.

🔹 Key Terms of the Agreement

1️⃣ Duration

  • The agreement is valid for three years from the date of signing.

2️⃣ Customer Terms vs. Agreement Terms

  • The customer’s terms apply to the order, provided that the agreement’s terms take precedence in case of conflict.
  • The product warranty starts upon product shipment and ends on the earlier of:
    • One year after the customer integrates the products into their system and delivers them to the end customer.
    • 18 months from the shipment date.

3️⃣ Delivery Schedule

  • The order will be delivered in multiple shipments, according to agreed schedules, over 27 months following regulatory approval and payment receipt.

4️⃣ Payment Terms

  • 7.5% of the total amount will be paid as an advance within 30 days of regulatory approval.
  • The remaining balance will be paid in installments as detailed in the agreement:
    • Some payments before delivery as advances.
    • The remainder after product delivery per agreed schedules.
  • The Company may withhold shipment if the customer fails to meet the agreed payment terms.

5️⃣ Additional Provisions

  • The agreement includes terms related to customer indemnification, product defect resolution, intellectual property rights, penalties for delays, and dispute resolution.
  • A non-solicitation clause is in effect for one year post-contract.

6️⃣ Termination Rights

  • Either party may terminate the agreement immediately by written notice in cases of:
    • Material breach that remains unresolved within 30 business days.
    • Financial distress (insolvency, liquidation, or similar proceedings).
    • Breach of confidentiality obligations.
  • The customer may terminate the contract with a 30-day notice for any reason.
  • If NextVision becomes a private company, the customer has the right to cancel the contract after 30 days.

7️⃣ Regulatory Approval Condition

  • Product delivery is subject to regulatory approval, which has not yet been obtained.
  • If approval is not granted, the customer may cancel the contract without penalty.

Delayed Disclosure

The Company’s management utilized its authority under Regulation 36(b) of the Israeli Securities Regulations (Periodic and Immediate Reports), 1970, to delay disclosure of this agreement due to concerns that immediate publication might:
✔ Jeopardize the deal
✔ Negatively impact its terms
✔ Cause significant harm to the Company

Since this concern has been resolved, the Company is now publicly disclosing the agreement.

Signed by:

Chen Golan, Chairman of the Board
NextVision Stabilized Systems Ltd