ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • April 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
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 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
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 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
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 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
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).
Distribution AgreementDistribution Agreement • February 23rd, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • London
This Distribution Agreement (this “Agreement”) is made and entered into as of this 29 day of November, 2022 (“Effective Date”), by and between ZOOZ Power Ltd. (fka: Chakratec Ltd.) , a company existing under the laws of the State of Israel with its principle place of business located at Hamelacha 4, Lod, Israel (the “Company”), and Blink Charging Co., a company registered under the laws of the State of Nevada, with its main offices at 605 Lincoln Road, 5th floor Miami Beach, FL 33139 (“Distributor”). Company and Distributor shall be referred to each as a “Party” and collectively, as the “Parties”. Capitalized terms used herein and not otherwise defined shall the meaning ascribed to them in the Collaboration Agreement (as defined below).
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • April 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
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)).
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, and shall be effective as of the Closing (defined below), by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”) and (iv) EarlyBirdCapital, Inc. (“EBC”). 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)).
Summary of Lease AgreementSummary of Lease Agreement • February 23rd, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
Note: this summary does not contain a full or direct translation of the terms of the original Hebrew-language lease agreement, and is designated solely for the purpose of providing a general presentation of such agreement.
STANDBY EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • November 14th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November ___, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ZOOZ POWER LTD., a company incorporated under the laws of the State of Israel (the “Company”).
