WARRANT AGREEMENTWarrant Agreement • June 21st, 2021 • Arbe Robotics Ltd. • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Arbe Robotics Ltd. • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 8, 2020, is made and entered into by and among Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company”) and Industrial Tech Partners, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
September 8, 2020Underwriting Agreement • June 21st, 2021 • Arbe Robotics Ltd.
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • April 25th, 2023 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York
Arbe Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), ordinary shares of the Company, par value NIS 0.000216 per share (the “Ordinary Shares”), having an aggregate offering price of up to $50,000,000 on the terms set forth in this agreement (this “Agreement”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 21st, 2021 • Arbe Robotics Ltd. • New York
TRANCHE A ORDINARY SHARE PURCHASE WARRANTOrdinary Share Purchase Warrant • November 4th, 2024 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November [ ], 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arbe Robotics Ltd., an Israeli corporation (the “Company”), up to ______ Ordinary Shares of the Company, par value NIS 0.000216 per share (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ARBE ROBOTICS LTD., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • January 13th, 2023 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2023 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 6, 2023, between Arbe Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANTPre-Funded Ordinary Share Purchase Warrant • November 4th, 2024 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Arbe Robotics Ltd., an Israeli corporation (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • August 17th, 2021 • Arbe Robotics Ltd. • Services-computer integrated systems design
WHEREAS, Indemnitee is an Office Holder (“Nosse Misra”), as such term is defined in the Israel Companies Law, 5759–1999, as amended (the “Israeli Companies Law” and “Office Holder” respectively), of Arbe Robotics Ltd. (“Arbe” or the “Company”);
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • June 21st, 2021 • Arbe Robotics Ltd. • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2021 by and between Arbe Robotics Ltd., an Israeli company (the “Company”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2021 • Arbe Robotics Ltd.
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of March 18, 2021, and shall be effective as of the Closing (defined below), by and among (i) Arbe Robotics Ltd., an Israeli company (the “Company”), (ii) Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), and (iii) Industrial Tech Partners, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement (as defined below)).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • October 27th, 2021 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of October 7, 2021, by and among Arbe Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), Industrial Tech Acquisitions, Inc., a Delaware corporation (“SPAC” or “ITAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SUBSCRIPTION AGREEMENT March 18, 2021Subscription Agreement • June 21st, 2021 • Arbe Robotics Ltd. • New York
Please respond to every item, even if your response is “none.” If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the following questions.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 21st, 2021 • Arbe Robotics Ltd. • New York
This Voting and Support Agreement (this “Agreement”) is made as of March 18, 2021, by and among (i) Arbe Robotics Ltd., an Israeli company (“Arbe”), (ii) Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), and (iii) the undersigned shareholder of Arbe (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
Industrial Tech Partners, LLC 5090 Richmond Avenue, Suite 319 Houston, TX 77056, U.S.A.Sponsor Share Letter • June 21st, 2021 • Arbe Robotics Ltd.
Reference is hereby made to that certain Business Combination Agreement, dated as of March 18, 2021 (as it may be amended from time to time, the “Business Combination Agreement), by and among Arbe Robotics Ltd., an Israeli company (the “Company”), Autobot MergerSub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), pursuant to which, among other things, following the consummation of the Recapitalization, Merger Sub shall, at the Effective Time, be merged with and into ITAC, which shall continue as a wholly owned subsidiary of the Company, and, in connection therewith, among other things, each share of ITAC Common Stock (including shares of ITAC Class B Stock held by Sponsor (as defined below)) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled in exchange for the right of the holder thereof to rece
Deed of Trust – Bonds (Series A) Dated May 30, 2024 By and betweenDeed of Trust • June 18th, 2024 • Arbe Robotics Ltd. • Services-computer integrated systems design
According to this calculation, the annual yield of Government Bond A will be 75% of the “Yield,” and the annual yield of Government Bond B will be 25% of the Yield.
THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • October 27th, 2021 • Arbe Robotics Ltd. • Services-computer integrated systems design
THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 1 day of October, 2021, by and among (i) Arbe Robotics Ltd., a company organized under the laws of the State of Israel (the “Company”), (ii) Noam Arkind, Oz Fixman and Kobi Marenko (the “Founders”), and (iii) the investors listed in Schedule A hereto (the “Investors”). The effectiveness of this Agreement is subject to the consummation of the ITAC SPAC (as defined below).
Arbe Robotics Ltd. 4,293,957 Ordinary Shares Pre-Funded Warrants to Purchase 3,956,043 Ordinary Shares Tranche A Warrants to Purchase 8,250,000 Ordinary Shares Tranche B Warrants to Purchase 8,250,000 Ordinary Shares Underwriting AgreementUnderwriting Agreement • November 4th, 2024 • Arbe Robotics Ltd. • Services-computer integrated systems design • New York
AMENDMENT TO THE THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 31st, 2022 • Arbe Robotics Ltd. • Services-computer integrated systems design
This Amendment (this “Amendment”) to the Third Amended and Restated Investors’ Rights Agreement, dated October 1, 2021 (the “Investors Rights Agreement”), is entered into as of [March 30, 2022], 2022 by and between Arbe Robotics Ltd., company no. 51-533312-8 (the “Company”), Noam Arkind, Oz Fixman, and Kobi Marenko (the “Founders”) and the Holders party to the Investors Rights Agreement (each an “Investor” and collectively the “Investors”).
