GAUZY LTD. (a company organized under the laws of the State of Israel) [●] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of [●] [●], 2024, is entered into by and between Gauzy Ltd., an Israeli company (company number 514335967) whose address is 14 Hathiya Street, Tel Aviv 6816914, Israel, e-mail: legal@gauzy.com (the “Company”), and the undersigned Office Holder (as defined below) of the Company whose name appears on the signature page hereto (the “Indemnitee”).
NOTE PURCHASE AGREEMENT dated as of January 9, 2024 among Vision Lite SAS, as Issuer,Note Purchase Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
This Note Purchase Agreement (this “Agreement”) is dated as of January 9, 2024, among Gauzy Ltd., a limited liability company organized under the laws of the State of Israel, having its principal offices at 14 Hatchiya St., Tel Aviv, Israel 6816914 and whose registered number is 514335967 (the “Company”), Vision Lite SAS, a French société par actions simplifée having its registered office at Route d’Irigny, 69530 Brignais, France and whose registered number is 790 945 422 RCS Lyon (the “French Issuer”, and together with each other Note Party designated as an additional Issuer in accordance with this Agreement, the “Issuers” and each an “Issuer”), other Persons party hereto that are designated as a “Note Party”, the Purchasers (as defined herein) from time to time party hereto and OIC INVESTMENT AGENT, LLC, as the Administrative Agent (as defined herein) and the Collateral Agent (as defined herein).
AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This agreement (this “Agreement”) amends the Settlement Agreement, as of June 29, 2023 (the “Settlement Agreement”) and is made and entered into effective as of December 19, 2023 (the “Effective Date”), by and among (i) Vision Lite, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 790 945 422 RCS Lyon (the “Company” or “Vision Lite”) and (ii) PONTON, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 795 336 585 RCS Lyon, represented by its President, Mr. Carl Putman (“Ponton”); (iii) Mr. Carl Putman, born September 5, 1955, residing 16, quai Rambaud, 69002 Lyon (“Mr. Putman”); and (iv) Gauzy Ltd., a company organized under the laws of the State of Israel, having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (“Gauzy” or the “Purchaser”) .
AMENDMENT TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This Amendment (this “Amendment”) to that certain Convertible Loan Agreement is entered into on March 29, 2020 by and between Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”), Blue-Red Capital Fund LP, a limited liability partnership registered in the Cayman Islands (“Blue-Red), Ibex Israel Fund LLLP, a limited liability partnership registered in the State of Delaware (“Ibex”) and Avery Dennison Israel Ltd., a company incorporated under the laws of the State of Israel (“AD” and together with Ibex, each an “Additional Lender” and collectively the “Additional Lenders”).
WAIVER AND AMENDMENT Dated 12 October 2023 TO THE FACILITY AGREEMENT DATED 19.1.2022 (as amended on 25.4.2022 and as further amended from time to time)Facility Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
Reference is made to that certain Facility Agreement dated 19.1.2022 by and among Gauzy, the Lenders and Facility Agents, as amended on 25.4.2022 by the Borrowers, Lenders and Facility Agents (as may be amended from time to time, the “Facility Agreement”) and to that certain Waiver and Amendment dated 3.7.2023 (the “Waiver”).
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made and entered into as of March 31, 2023 (the “Effective Date”) by and among Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”), and each of the entities and/or persons listed on Exhibit A hereto (each, a “Lender” and collectively, the “Lenders”).
THIRD AMENDMENT TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This Amendment (this “Amendment”) to that certain Convertible Loan Agreement is entered into on July 1st , 2022 (the “Third Amendment Date”) by and between Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”), Blue-Red Capital Fund LP, a limited liability partnership registered in the Cayman Islands (“Blue-Red), and Ibex Israel Fund LLLP, a limited liability partnership registered in the State of Delaware (“IBEX” and together with Blue-Red, the “Lenders”) . Each of the Company, Blue-Red and IBEX may be referred to herein as a “Party”, and collectively, the “Parties”.
CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS CONVERTIBLE LOAN AGREEMENT (the “Agreement”) is made and entered into as of January 29, 2020 (the “Effective Date”) by and among Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”), and Blue-Red Capital Fund LP, a limited liability partnership registered in the Cayman Islands (the “Lender”).
WAIVER AND AMENDMENT Dated 3.7.2024 TO THE FACILITY AGREEMENT DATED 19.1.2022 (as amended on 25.4.2022 and as further amended from time to time)Facility Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
Reference is made to that certain Facility Agreement dated 19.1.2022 by and among Gauzy, the Lenders and Facility Agents, as amended on 25.4.2022 by the Borrowers, Lenders and Facility Agents (as may be amended from time to time, the “Facility Agreement”).
AMENDMENT TO FACILITY AGREEMENT DATED 19.1.2022 Executed on April 25, 2022 By and Among GAUZY LTD. Company number 514335967 (the “Company”) and VISION LITE, société par actions simplifiée (“Vision Lite”)Facility Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
Whereas the Company and the Finance Parties entered into that certain Facility Agreement dated 19.1.2022 (the “Facility Agreement”), pursuant to which the Lenders have advanced to the Company the Loan in the principal amount of USD 20,000,000; and
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly...License Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
This License Agreement (“Agreement”) effective as of September 30, 2017 by and between RESEARCH FRONTIERS INCORPORATED, a Delaware corporation (“LICENSOR”) and GAUZY LTD., a corporation organized under the laws of Israel (“LICENSEE”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of May 15, 2024 (the “Effective Date”), by and among Gauzy Ltd., a company organized under the laws of the State of Israel (the “Company”), Eyal Peso, Adrian Lofer and Dimitry Dobrenko (each, a Founder, and together, the “Founders”), and the persons and entities identified in Schedule I attached hereto (the “Investors”).
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDMENT (this “Amendment”) TO THE SHARE PURCHASE AGREEMENT dated as of February 7, 2021 and as amended by that first amendment dated, July 27, 2021 (collectively, the “SPA”), is made and entered into effective as of January 16, 2022 (the “Effective Date”), by and among (i) Vision Lite, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 790 945 422 RCS Lyon (the “Company”); (ii) PONTON, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 795 336 585 RCS Lyon, represented by its President, Mr. Carl Putman (the “First Individual Seller”); (iii) REFUGE, a French société par actions simplifiée, having its registered office at 9 rue Pierre Curie, 69500 Bron, registered under identification number 795 336 213 RCS Lyon, represented by its President Ms. Catherine Robin (the “Second Individual Seller” and
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of May 28, 2024, is entered into by and among Gauzy Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), Vision Lite SAS, a French société par actions simplifée (the “French Issuer”), the other Guarantors identified on the signature pages hereof, and Chutzpah Holdings Ltd. as the Purchaser, the Administrative Agent and the Collateral Agent (“Chutzpah Holdings”).
FACILITY AGREEMENT Executed on 19.1.2022 By and Among GAUZY LTD. Company number 514335967 (the “Company”)Facility Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
Whereas the Company has requested that the Lenders make available to the Company the Facility, to be utilized by drawdown of up to two term loans, in the amounts and under such terms and conditions set forth in this Agreement, and the Lenders agree to make the Facility available to the Company; and
AMENDMENT No. 2 TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This Amendment No. 2 (this “Amendment”) to that certain Convertible Loan Agreement is entered into on October 17, 2021 by and between Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hathiya St., Tel-Aviv, Israel 6816914 (the “Company”), Blue-Red Capital Fund LP, a limited liability partnership registered in the Cayman Islands (“Blue-Red), Ibex Israel Fund LLLP, a limited liability partnership registered in the State of Delaware (“Ibex”, and together with Blue-Red, each a “Lender” and collectively the “Lenders”).
AMENDMENT TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDMENT (this “Amendment”) TO THE SHARE PURCHASE AGREEMENT dated as of February 7, 2021 (the “SPA”), is made and entered into effective as of July 27, 2021 (the “Effective Date”), by and among (i) Vision Lite, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 790 945 422 RCS Lyon (the “Company”); (ii) PONTON, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 795 336 585 RCS Lyon, represented by its President, Mr. Carl Putman (the “First Individual Seller”); (iii) REFUGE, a French société par actions simplifiée, having its registered office at 9 rue Pierre Curie, 69500 Bron, registered under identification number 795 336 213 RCS Lyon, represented by its President Ms. Catherine Robin (the “Second Individual Seller” and together with the First Individual Seller, the “Individual Sellers”); (iv) F
Amendment to Warrant to Purchase Preferred SharesWarrant Amendment • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AMENDMENT TO THAT WARRANT TO PURCHASE PREFERRED SHARES (this “Amendment”) is made as of 31 day of December, 2023, by Chutzpah Holdings Ltd. (the “Holder”) and Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”).
FOURTH AMENDMENT TO CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This Fourth Amendment (this “Amendment”) to that certain Convertible Loan Agreement is entered into on July 31, 2023 by and between Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”), Blue-Red Capital Fund LP, a limited liability partnership registered in the Cayman Islands (“Blue-Red), and Ibex Israel Fund LLLP, a limited liability partnership registered in the State of Delaware (“IBEX” and together with Blue-Red, the “Lenders”) .. Each of the Company, Blue-Red and IBEX may be referred to herein as a “Party”, and collectively, the “Parties”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
This Share Purchase Agreement (this “Agreement”) is made as of February 7th, 2021, by and among (i) Vision Lite, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 790 945 422 RCS Lyon (the “Company”); (ii) PONTON, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 795 336 585 RCS Lyon, represented by its President, Mr. Carl Putman (the “First Individual Seller”); (iii) REFUGE, a French société par actions simplifiée, having its registered office at 9 rue Pierre Curie, 69500 Bron, registered under identification number 795 336 213 RCS Lyon, represented by its President Ms. Catherine Robin (the “Second Individual Seller” and together with the First Individual Seller, the “Individual Sellers”); (iv) Fonds Nouvel Investissement 2, a French société d’investissement à capital variable, having its registere
Certain confidential information contained in this document, marked by brackets and asterisk, has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K, because it (i) is not material and (ii) would be competitively harmful if publicly disclosedLicensing Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
Amendment to Warrant to Purchase Preferred SharesWarrant to Purchase Preferred Shares • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
THIS AMENDMENT TO THAT WARRANT TO PURCHASE PREFERRED SHARES (this “Amendment”) is made as of the 5th day of April 2024, by OIC Growth Gauzy Holdings, LLC (the “Holder”) and Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”).
PATENT ASSIGNMENT and KNOW-HOW DISCLOSURE AGREEMENTPatent Assignment and Know-How Disclosure Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • California
This Patent Assignment Agreement (this “Agreement”) made and entered into this 28 day of February, 2023 (the “Effective Date”) by and between:
EXHIBIT H FIRST AMENDMENT TO THE CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This Amendment (this “Amendment”) to that certain Convertible Loan Agreement is entered into on March 7, 2024 by and between Gauzy Ltd., a company incorporated and existing under the laws of the State of Israel having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (the “Company”), and the lenders listed on Exhibit A hereto (the “Lenders”).
SETTLEMENT AGREEMENTSettlement Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This agreement (the “Agreement”), is made and entered into effective as of June 29, 2023 (the “Effective Date”), by and among (i) Vision Lite, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 790 945 422 RCS Lyon (the “Company” or “Vision Lite”) and (ii) PONTON, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 795 336 585 RCS Lyon, represented by its President, Mr. Carl Putman (“Ponton”); (iii) Mr. Carl Putman, born September 5, 1955, residing 16, quai Rambaud, 69002 Lyon (“Mr. Putman”); and (iv) Gauzy Ltd., a company organized under the laws of the State of Israel, having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (“Gauzy” or the “Purchaser”) .
AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies • New York
This AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this “Amendment”), dated as of January 29, 2024, is entered into by and among GAUZY LTD., a limited liability company organized under the laws of the State of Israel (the “Company”), VISION LITE SAS, a French société par actions simplifée (the “French Issuer”), the other Guarantors identified on the signature pages hereof, the Purchasers identified on the signature pages hereof (such purchasers, and the other purchasers party to the below-defined Note Purchase Agreement, together with their respective successors and permitted assigns, each individually, a “Purchaser”, and collectively, the “Purchasers”), and OIC INVESTMENT AGENT, LLC, as the Administrative Agent (the “Administrative Agent”).
SECOND AMENDMENT TO SETTLEMENT AGREEMENTSettlement Agreement • May 29th, 2024 • Gauzy Ltd. • Miscellaneous electrical machinery, equipment & supplies
This agreement (this “Agreement”) amends the Settlement Agreement, as of June 29, 2023 as amended on December 19, 2023 (the “Settlement Agreement”) and is made and entered into effective as of March 19, 2024 (the “Effective Date”), by and among (i) Vision Lite, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 790 945 422 RCS Lyon (the “Company” or “Vision Lite”) and (ii) PONTON, a French société par actions simplifiée, having its registered office at Route d’Irigny – 69530 Brignais, registered under identification number 795 336 585 RCS Lyon, represented by its President, Mr. Carl Putman (“Ponton”); (iii) Mr. Carl Putman, born September 5, 1955, residing 16, quai Rambaud, 69002 Lyon (“Mr. Putman”); and (iv) Gauzy Ltd., a company organized under the laws of the State of Israel, having its principal offices at the 14 Hatchiya St., Tel-Aviv, Israel 6816914 (“Gauzy” or the “Purchaser”) .
