FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-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).
FORM OF ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • Blank checks
THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [___], 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)).
FORM OF ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • Blank checks
THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made and entered into as of [___], 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)).
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 AgreementSponsor Letter Agreement • August 3rd, 2023 • Keyarch Acquisition Corp • 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 AGREEMENTVoting 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).
FORM OF LOCK-UP AGREEMENTLock-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.
