KEYARCH ACQUISITION CORPORATION FORM OF INDEMNITY AGREEMENTIndemnity Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks
THIS INDEMNITY AGREEMENT (this “Agreement”) is made on the date set forth below between KEYARCH ACQUISITION CORPORATION, an exempted company incorporated under the laws of the Cayman Islands (the “Company”) and the undersigned (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of , by and among Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [ ], 2022 by and between Keyarch Acquisition Corporation. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Keyarch Acquisition Corp • January 5th, 2022 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Keyarch Acquisition Corporation, a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1, as amended (File No. 333-261500) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
RIGHTS AGREEMENTRights Agreement • January 5th, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of , 2022 between Keyarch Acquisition Corporation, a Cayman Islands exempted company, with offices at 275 Madison Avenue, 39th floor New York, New York 10016 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purposes trust company, with offices at 1 State Street, New York, New York 10004 (“Rights Agent”).
Keyarch Acquisition CorporationSecurities Subscription Agreement • December 3rd, 2021 • Keyarch Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on June 16, 2021 by and between Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Subscriber” or “you”), and Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
10,000,000 Units KEYARCH ACQUISITION CORPORATION UNDERWRITING AGREEMENTKeyarch Acquisition Corp • January 5th, 2022 • Blank checks • New York
Keyarch Acquisition Corporation a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
PUBLIC WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022Public Warrant Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
PRIVATE WARRANT AGREEMENT KEYARCH ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated , 2022Private Warrant Agreement • January 5th, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated , 2022, is by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTForm of Non-Competition and Non-Solicitation Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • Blank checks • New York
THIS NON-COMPETITION AND NON-SOLICITATION AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2023, and shall be effective as of the Closing Date and subject to the condition that the Closing occurs, by and between Zooz Power Ltd., an Israeli company (the “Company”) and the undersigned (the “Subject Party”), in favor of and for the benefit of the Company and each of the Company’s Affiliates, successors, and direct and indirect Subsidiaries (collectively with the Company, the “Covered Parties”). 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).
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • April 10th, 2024 • Keyarch Acquisition Corp • Blank checks
THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Private Warrant Agreement (as defined below) (and if such term is not defined in the Private Warrant Agreement, then the Business Combination Agreement (as defined below)).
AMENDMENT NO. 3 TO LETTER AGREEMENTLetter Agreement • April 10th, 2024 • Keyarch Acquisition Corp • Blank checks
This Amendment No. 3 (this “Amendment”), dated as of April 4, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.
AMENDMENT NO. 2 TO LETTER AGREEMENTLetter Agreement • March 15th, 2024 • Keyarch Acquisition Corp • Blank checks
This Amendment No. 2 (this “Amendment”), dated as of March 15, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.
AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENTBusiness Combination Marketing Agreement • April 10th, 2024 • Keyarch Acquisition Corp • Blank checks
This AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENT (this “Amendment”) is entered into as of April 4, 2024, by and among EarlyBirdCapital, Inc. (“Advisor”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Zooz Power Ltd., an Israeli company (“Zooz”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Business Combination Marketing Agreement (as defined below), and if not defined therein, then in the BCA (as defined below).
Keyarch Acquisition CorporationKeyarch Acquisition Corp • January 3rd, 2022 • Blank checks
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • April 10th, 2024 • Keyarch Acquisition Corp • Blank checks
THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Public Warrant Agreement (as defined below) (and if such term is not defined in the Public Warrant Agreement, then the Business Combination Agreement (as defined below)).
Keyarch Acquisition CorporationSecurities Subscription Agreement • December 3rd, 2021 • Keyarch Acquisition Corp • Blank checks • New York
This agreement (this “Agreement”) is entered into on August 12, 2021 by and between EarlyBirdCapital, Inc., a New York corporation (the “Subscriber” or “you”), and Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 200,000 Class A ordinary shares, $0.0001 par value per share (the “Shares”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 15th, 2024 • Keyarch Acquisition Corp • Blank checks
This AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of February 9, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity as the SPAC Representative under the BCA (as defined herein). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the BCA.
KEYARCH ACQUISITION CORPORATION PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of , by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business at 275 Madison Avenue, 39th Floor New York, New York 10016, Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”) and EarlyBirdCapital, Inc., a New York Corporation (“EarlyBirdCapital” and, together with the Sponsor, the “Purchasers”).
AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 11th, 2024 • Keyarch Acquisition Corp • Blank checks
This AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of March 8, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity as the SPAC Representative under the BCA (as defined herein). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the BCA.
AMENDMENT NO. 1 TO LETTER AGREEMENTLetter Agreement • February 15th, 2024 • Keyarch Acquisition Corp • Blank checks
This Amendment No. 1 (this “Amendment”), dated as of February 9, 2024, to the Letter Agreement (as defined below) is entered into by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Letter Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), is entered into as of July 30, 2023, by and among Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”) and Zooz Power Ltd., an Israeli company (the “Company”). The Sponsor, SPAC, and the Company are sometimes collectively referred to herein as the “Parties”, and each of them is sometimes individually referred to herein as a “Party”. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement referenced below.
BUSINESS COMBINATION AGREEMENT by and among KEYARCH ACQUISITION CORPORATION, as SPAC, ZOOZ POWER CAYMAN as Merger Sub,Business Combination Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of July 30, 2023, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Zooz Power Cayman, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger Sub”), (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity as the representative from and after the Merger Effective Time for the shareholders of SPAC (other than the Company Security Holders as of immediately prior to the Merger Effective Time (as defined herein) and their successors and assignees) in accordance with the terms and subject to the conditions of this Agreement (the “SPAC Representative”), and (iv) Zooz Power Ltd., an Israeli company (the “Company”). SPAC, Merger Sub, the SPAC Representative, the Company Representative (upon execution of a joinder hereto) and the Company are sometimes referred to herein i
Re: Sponsor Letter AgreementKeyarch Acquisition Corp • August 3rd, 2023 • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated on or about the date hereof (as the same may be amended, modified, supplemented and/or restated from time to time in accordance with the terms thereof, the “Business Combination Agreement”), by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Zooz Power Cayman, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”), in the capacity as the SPAC Representative thereunder, pursuant to which, among other things, subject to the terms and conditions thereof, upon the consummation of the transactions contemplated by the Business Combination Agreement, (a) Merger Sub shall merge with and into SPAC, with the SPAC continuing as the surviving entity and a w
FORM OF VOTING AGREEMENTForm of Voting Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • Blank checks • New York
This VOTING AGREEMENT (this “Agreement”) is made as of July 30, 2023, by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SPAC”), and (iii) the undersigned in his or her capacity as shareholder of the Company (“Holder”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • March 15th, 2024 • Keyarch Acquisition Corp • Blank checks
This AMENDMENT NO. 3 TO BUSINESS COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of March 15, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity as the SPAC Representative under the BCA (as defined herein). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the BCA.
SUBSCRIPTION AGREEMENT February 9, 2024Subscription Agreement • February 15th, 2024 • Keyarch Acquisition Corp • Blank checks
In connection with the proposed business combination transaction (the “Transaction”) between Keyarch Acquisition Corporation, a Cayman Islands exempted company (“KAC”), and Zooz Power Ltd., an Israeli corporation (“ZOOZ”), pursuant to that certain Business Combination Agreement, dated as of July 30, 2023 (as it may be amended, restated and/or supplemented from time to time in accordance with its terms, the “Transaction Agreement”), by and among KAC, ZOOZ, Zooz Power Cayman, a Cayman Islands exempted company and a wholly-owned subsidiary of ZOOZ (“Merger Sub”), and certain other parties named therein, KAC is seeking commitments to purchase Class A ordinary shares, par value $0.0001 per share, of KAC (the “Class A Shares”), for a purchase price of $10.00 per share (the “Purchase Price”), in a private placement to be conducted by KAC (the “Offering”). Pursuant to the Transaction Agreement, upon the consummation of the transactions contemplated by the Transaction Agreement (the “Transactio
FORM OF LOCK-UP AGREEMENTForm of Lock-Up Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • Blank checks • New York
This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2023, by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the capacity under the Business Combination Agreement (as defined below) as the representative from and after the Merger Effective Time for the shareholders of SPAC (as defined below) other than the Company Security Holders as of immediately prior to the Merger Effective Time (including any successor SPAC Representative appointed in accordance therewith, the “SPAC Representative”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
AMENDMENT NO. 1 TO PROMISSORY NOTEPromissory Note • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Agreement”), dated as of December 29, 2021 and effective as of December 29, 2021, by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company with limited liability (the “Maker”), and Keyarch Global Sponsor Limited, a Cayman Islands limited liability company (the “Payee”).
ZOOZ Power Ltd. (“the Company”)Zooz Power • February 12th, 2024 • Keyarch Acquisition Corp • Blank checks
Keyarch Acquisition Corporation 275 Madison Avenue, 39th Floor New York, New York, 10016 EarlyBirdCapital, Inc. New York, New York 10016 Re: Initial Public OfferingLetter Agreement • January 3rd, 2022 • Keyarch Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., 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 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), one-half of one warrant (each whole warrant, a “Warrant”) and one right (a “Right”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment, and each Right entitles the holder thereof to receive
This document is a translation of the Hebrew original. In case of differences, the Hebrew version shall prevail. ZOOZ Power Ltd (the “Company”)Keyarch Acquisition Corp • July 31st, 2023 • Blank checks
