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.
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.
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
