UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
July 30, 2023
Keyarch Acquisition Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands |
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001-41243 |
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98-1600074 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(IRS Employer
Identification No.) |
275 Madison Avenue, 39th Floor
New York, NY 10016
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 914-434-2030
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Units, each consisting of one Class A Ordinary Share, $0.0001 par value, one-half of one redeemable warrant and one right |
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KYCHU |
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The Nasdaq Stock Market LLC |
Class A Ordinary Shares included as part of the units |
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KYCH |
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The Nasdaq Stock Market LLC |
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 |
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KYCHW |
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The Nasdaq Stock Market LLC |
Rights to receive one-tenth of one Class A Ordinary Share included as part of the units |
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KYCHWR |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive
Agreement.
Business Combination Agreement
This section describes the material
provisions of the Business Combination Agreement (as defined below), but does not purport to describe all of the terms thereof. The
following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of
which is filed as Exhibit 2.1 hereto, and is incorporated by reference herein. Shareholders of Keyarch Acquisition Corporation, Zooz Power Ltd. and other interested parties are urged to read the
Business Combination Agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below have the meanings
given to them in the Business Combination Agreement.
The Merger
On July 30, 2023,
Keyarch Acquisition Corporation, a Cayman Islands exempted company (“Keyarch”), entered into a Business
Combination Agreement (the “Business Combination Agreement”) with Zooz Power Ltd., an Israeli company
listed for trading on the Tel-Aviv Stock Exchange (“Zooz”), and Zooz Power Cayman, a Cayman Islands
exempted company and a wholly owned subsidiary of Zooz (“Merger Sub”).
Pursuant to the Business
Combination Agreement, at the closing (the “Closing”) of the transactions contemplated thereunder
(collectively, the “Transactions”), and following the Recapitalization (as such term is defined and
described below), (i) Merger Sub will merge with and into Keyarch, with Keyarch continuing as the surviving entity in such merger
and a wholly owned subsidiary of Zooz (the “Merger”); (ii) the outstanding ordinary shares of Keyarch
(including Class A ordinary shares and Class B ordinary shares) will be converted into ordinary shares of Zooz (“Company
Ordinary Shares”) on a one-for-one basis (the “SPAC Shares Merger Consideration”); (iii)
each outstanding Keyarch warrant exercisable for one Keyarch ordinary share will be converted into an equivalent warrant to purchase
Company Ordinary Shares on a one-for-one basis (such conversions, together with the SPAC Shares Merger Consideration, the
“Merger Consideration”); (iv) Zooz, as the sole shareholder of Merger Sub, will become the sole
shareholder of Keyarch; and (v) the memorandum and articles of association of Keyarch shall be amended and restated in form and
substance appropriate for a private entity to be mutually agreed by Zooz and Keyarch prior to the effectiveness of the Registration Statement (as defined
below).
Prior to the Closing, but subject to the completion of the Closing,
Zooz will consummate a recapitalization of its outstanding equity securities (the “Recapitalization”) pursuant
to which (i) each outstanding Zooz warrant (except for certain continuing
warrants) will be exercised in accordance with their respective terms and (ii) each then-outstanding Company Ordinary Share will be converted
into such number of Company Ordinary Shares as is determined by dividing $60,000,000 by $10.00 per share, which is in turn divided by
the number of Company Ordinary Shares and specified Zooz continuing warrants and options, resulting in the Company Ordinary Shares valued
at $10.00 per share having a total value of $60,000,000, on a fully-diluted basis. In addition, as a result of the Recapitalization, each
Zooz continuing warrant and each Zooz option to purchase Company Ordinary Shares which has not been exercised prior to the Recapitalization
shall be adjusted to reflect the foregoing applicable conversion ratio. Such equity value of Zooz will be based on a total pre-Transactions
equity value of Zooz on a fully-diluted basis of $60,000,000. The Business Combination Agreement does not provide for any purchase price
adjustments. This equity value of $60,000,000 together with a valuation of the Earnout Shares (described below), assuming a valuation
of $10.00 per share, if such Earnout Shares become fully earned, provides an equity value for Zooz of up to $100 million.
Up to an additional 4,000,000 Company Ordinary Shares (the “Earnout
Shares”) will be issuable to the Zooz shareholders who were Zooz shareholder as of immediately prior to the Closing at a
record date to be determined by Zooz in coordination with the Tel-Aviv Stock Exchange (“Pre-Closing Zooz Shareholders”)
as earnout consideration, contingent on the achievement of certain earnout milestones based on the price of Company Ordinary Shares or
Zooz’s gross revenue during the five-year period following the Closing (the “Earnout Period”). The Earnout
Shares will be allocated on a pro rata basis among the Pre-Closing Zooz Shareholders upon conversion of non-tradable, non-assignable rights
(the “Earnout Rights”) to be issued by Zooz pro rata among such Pre-Closing Zooz Shareholders as soon as reasonably
practicable following Closing and the receipt of all required approvals for such issuance from applicable governmental authorities, including
the Israel Securities Authority (“ISA”) and the Tel-Aviv Stock Exchange (“TASE”).
Subject to the combined company following the consummation of the Transactions (the “Combined Company”) achieving
the applicable milestone(s) in accordance with the terms detailed in the Business Combination Agreement, each such Earnout Right will
be convertible into Company Ordinary Shares on a one-for-one basis (with the number of issuable Earnout Shares subject to adjustment based
on share splits, reorganizations, recapitalizations and similar adjustments). Twenty-five (25%) of the Earnout Shares will be issuable
if, during the Earnout Period, either (a) Zooz’s gross revenue on a consolidated basis, including financing revenue, is at least
$10 million for any four fiscal quarters within a consecutive five fiscal quarter period or (b) the volume weighted average price of the
Company Ordinary Shares for twenty trading days in any thirty consecutive trading day period (“VWAP”) equals
or exceeds $12.00. Thirty-five (35%) of the Earnout Shares will be issuable if, during the Earnout Period, either Zooz’s gross revenue
as described above in clause (a) is at least $20 million or the VWAP as described above in clause (b) equals or exceeds $16.00. The remaining
forty percent (40%) of the Earnout Shares will be issuable if, during the Earnout Period, either Zooz’s gross revenue as described
above in clause (a) is at least $30 million or the VWAP as described above in clause (b) equals or exceeds $23.00.
Representations and Warranties
The Business Combination Agreement contains a number of representations
and warranties made by each of Keyarch, Zooz and Merger Sub as of the date of the Business Combination Agreement or other specified dates.
Certain of the representations and warranties are qualified by materiality or Material Adverse Effect (as hereinafter defined), as well
as information provided in the disclosure schedules to the Business Combination Agreement. As used in the Business Combination Agreement,
“Material Adverse Effect” means, with respect to any specified person or entity, any fact, event, occurrence,
change or effect that has individually or in the aggregate, a material adverse effect upon (i) the business, assets, Liabilities, results
of operations, or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability
of such person or entity or any of its subsidiaries on a timely basis to consummate the Transactions or the ancillary documents relating
to the Business Combination Agreement, in each case, subject to certain customary and other exceptions.
No Survival
The representations and warranties
of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification
rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do
not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will
survive until fully performed.
Covenants of the Parties
Each party agreed in the Business
Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains
certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the
earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim
Period”), including those relating to: (i) the provision of access to their properties, contracts, books, financial and
operating data and other similar information; (ii) the operation of their respective businesses in the ordinary course of business; (iii)
the provision by Zooz to Keyarch of annual financial statements audited in accordance with PCAOB audited standards and PCAOB auditor reviewed
unaudited interim financial statements; (iv) efforts to enter into a transaction financing; (v) Keyarch’s and Zooz’s public
filings; (vi) no insider trading; (vii) efforts to obtain all necessary regulatory approvals and consummate the Transactions; (viii) further
assurances; (ix) public announcements; (x) confidentiality; (xi) appointment of the post-Closing board of directors of Zooz (the “Post-Closing
Board”); (xii) approval and adoption of an amendment to the equity plan of Zooz (the “Amended Zooz Equity Plan”);
(xiii) matters relating to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(xiv) Nasdaq listing; (xv) notification of certain matters during the Interim Period; (xvi) reasonable commercial efforts by Zooz to maintain
its temporary business license in good standing; (xvii) Zooz’s intention to continue to be listed on TASE; (xviii) use of the funds
in the Trust Account at and after Closing; and (xix) Keyarch’s obligation to file a withholding tax-related application to the Israeli
regulatory authorities.
In addition, Zooz agreed
to use its reasonable best efforts to obtain its required shareholder approvals under its Organizational Documents, applicable law,
and the rules of the ISA and TASE for, among other things: (i) the adoption and approval of the Business Combination Agreement and
the Transactions (including, to the extent required, the Recapitalization and the issuance of securities of Zooz pursuant to the
Business Combination Agreement); (ii) the approval of the Recapitalization and Zooz’s Amended Organizational Documents, which
will have been approved by Zooz’s directors; (iii) the adoption and approval of the Amended Zooz Equity Plan; (iv) the
issuance of Company Ordinary Shares, Zooz warrants and Earnout Rights pursuant to the Business Combination Agreement; (v) the
appointment of the members of the Post-Closing Board; (vi) Zooz’s transition to reporting in accordance with Chapter E3 of the
Israeli Securities Law, to the extent required pursuant to the Israeli Securities Law; and (vii) such other matters as Zooz and
Keyarch shall mutually determine to be necessary or appropriate in order to effect the Transactions (collectively, the
“Zooz Shareholder Approval Matters”). In addition, Zooz agreed to prepare and file with the ISA and TASE a
listing application for the Company Ordinary Shares issuable at the Closing to Keyarch shareholders and the Company Ordinary Shares
underlying the Keyarch warrants, as well as the applicable shelf offering report pursuant to the Israeli securities laws which shall
cover the issuance of the Earnout Rights to the Pre-Closing Zooz Shareholders pursuant to the terms of the Business Combination
Agreement.
The parties made customary
covenants regarding the registration statement on Form F-4 to be filed by Zooz (the “Registration Statement”)
with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the
“Securities Act”), to register the Company Ordinary Shares to be issued under the Business Combination Agreement
to the holders of the ordinary shares of Keyarch, the warrants to be issued to the Keyarch shareholders and the Company Ordinary Shares
issuance upon exercise of the Keyarch warrants. The Registration Statement also will contain Keyarch’s proxy statement to solicit
proxies from Keyarch shareholders to, among other things, (i) adopt and approve the Business Combination Agreement and the Transactions;
(ii) approve the amended memorandum and articles of association of Keyarch following the Business Combination in connection with the Transactions;
and (iii) to the extent required, approve the issuance of any shares issued in connection with a transaction financing. Keyarch’s
proxy statement will also provide Keyarch shareholders an opportunity to have their Class A ordinary shares redeemed in connection with
the Closing.
The parties agreed that the Post-Closing Board
will consist of seven directors, consisting of: (i) two directors designated prior to the Closing by Keyarch, at least one of whom will
be considered independent under the requirements of the applicable Nasdaq market and under the Israeli Companies Law, 5750-1999 (the “ICL”);
(ii) three directors designated prior to the Closing by Zooz, at least one of whom will be considered independent under the requirements
of Nasdaq and under the ICL; and (iii) two directors mutually agreed upon by Keyarch and Zooz prior to Closing, each of whom will qualify
as an independent director under Nasdaq rules and under the ICL. The individuals serving as the chief executive officer and chief financial
officer, respectively, of Zooz immediately after the Closing are expected to be the same individuals (in the same office) as that of Zooz
immediately prior to the Closing.
The parties further agreed
that prior to the Closing, Keyarch and Zooz will approve and adopt the Amended Zooz Equity Plan, which will reserve for grant a number
of Company Ordinary Shares which, together with the Combined Company’s unallocated and unpromised Company Ordinary Shares reserved
for issuance under Zooz’s current share option plan, will be equal to up to ten percent (10%) of the issued share capital of Zooz
(exclusive of the number of Company Ordinary Shares subject to outstanding awards under Zooz’s share option plan as of such date
of approval). Prior to the effectiveness of the Registration Statement, the board of directors of Zooz will approve and adopt the Amended
Zooz Equity Plan.
Conditions to Consummation of the Merger
The Business Combination Agreement
contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) approval of the
shareholders of Keyarch and Zooz of the Transactions and the other matters requiring Keyarch or Zooz shareholder approval; (ii) approvals
of any required governmental authorities, including Nasdaq and the TASE, and completion of any antitrust expiration periods; (iii) receipt
of any specified third-party consents; (iv) no law or order preventing the Transactions; (v) the Registration Statement having been declared
effective by the SEC; (vi) no material uncured breach by the other party; (vii) no occurrence of a Material Adverse Effect with respect
to the other party; (viii) the satisfaction of the $5,000,001 minimum net tangible asset test by Keyarch; (ix) approval of Zooz’s
Nasdaq and TASE listing applications; (x) reconstitution of the Post-Closing Board as contemplated under the Business Combination Agreement;
(xi) Israeli Prospectus being declared effective by the ISA and TASE; and (x) Zooz qualifying as a “foreign private issuer”
pursuant to Rule 3b-4 under the Exchange Act as of the Closing.
In addition, unless
waived by Zooz, the obligations of Zooz and Merger Sub to consummate the Transactions are subject to the satisfaction of the
following additional Closing conditions, in addition to the delivery by Keyarch of customary certificates and other Closing
deliverables: (i) the representations and warranties of Keyarch being true and correct as of the date of the Business Combination
Agreement and as of the Closing (subject to certain materiality qualifiers); (ii) Keyarch having performed in all material respects
its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement
required to be performed or complied with by it on or prior to the date of the Closing; (iii) the absence of any Material Adverse
Effect with respect to Keyarch since the date of the Business Combination Agreement which is continuing and uncured; (iv) if the
applicable Israeli regulatory authorities have not consented that withholding tax obligations in connection with the Transactions is
not applicable, then Keyarch shall have delivered to Zooz a tax-related declaration for Israeli income tax reporting purposes; (v)
the public and private warrant amendments (as described below) having been executed and delivered by Keyarch and the warrant agent;
(vi) each of the Registration Rights Agreement and Sponsor Support Agreement (as described below) being in full force and effect;
(vii) the Registration Rights Agreement Amendment (as described below) being in full force and effect; (viii) delivery of the fully
executed Sponsor Letter Agreement(as described below); (ix) at the Closing, Keyarch having at least $10,000,000 in cash and cash
equivalents, including funds remaining in the trust account (after giving effect to the completion and payment of any redemptions)
and the proceeds of any Transaction Financing (after giving effect to the payment of (A) any unpaid SPAC Transaction Expenses, (B)
any unpaid loans owed by Keyarch to its sponsor, (C) other unpaid administrative costs and expenses incurred by or on behalf of
Keyarch, (D) any other unpaid costs, liabilities (excluding certain liabilities not payable in cash) and indebtedness of Keyarch and
(E) the Company Transaction Expenses (including amounts paid prior to the Closing); (x) if the tax ruling required to be obtained by
Keyarch shall not have been obtained, Keyarch shall have delivered to Zooz a declaration relating to tax withholding; and (iv) the
Sponsor Support Agreement (as described below) and Sponsor Letter Agreement (as described below) shall be
in full force and effect.
Unless waived by Keyarch,
the obligations of Keyarch to consummate the Transactions are subject to the satisfaction of the following additional Closing conditions,
in addition to the delivery by Zooz and Merger Sub of customary certificates and other Closing deliverables: (i) the representations and
warranties of Zooz and Merger Sub being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject
to certain materiality qualifiers); (ii) Zooz and Merger Sub having performed in all material respects their respective obligations and
complied in all material respects with their respective covenants and agreements under the Business Combination Agreement required to
be performed or complied with by them on or prior to the date of the Closing; (iii) the absence of any Material Adverse Effect with respect
to Zooz or Merger Sub since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Registration Rights
Agreement being in full force and effect; (v) the Non-Competition Agreements (as described below) having been executed and delivered by
and being in full force and effect; (vi) the Warrant Amendments (as described below) having been executed and delivered by Zooz and the
warrant agent; (vii) Keyarch’s registration rights agreement amendment (as described below) being in full force and effect; (viii)
the Lock-Up Agreements (as described below) having been executed and delivered and being in full force; (ix) the Amended Organizational
Documents of Zooz being in full force and effect; (x) the Joinder being in full force and effect; and (xi) Zooz holding a temporary or
permanent valid business license as of Closing.
Termination
The Business Combination Agreement
may be terminated under certain customary and limited circumstances at any time prior to the Closing, including: (i) by mutual written
consent of Keyarch and Zooz; (ii) by either Keyarch or Zooz if any of the conditions to Closing have not been satisfied or waived by December
31, 2023 (the “Outside Date”), provided that any breach or violation of any representation, warranty or covenant
of the party seeking termination is not the cause of the failure of the Closing to occur by the Outside Date; (iii) by either Keyarch
or Zooz if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining
or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (iv) by either Keyarch
or Zooz in the event of the other party’s uncured breach, if such breach would result in the failure of a closing condition (and
so long as the terminating party is not also in breach under the Business Combination Agreement); (v) by Keyarch if there has been a Material
Adverse Effect on Zooz following the date of the Business Combination Agreement that is uncured and continuing; and (vi) by either
Keyarch or Zooz if Keyarch holds a special meeting of its shareholders to approve the Business Combination Agreement and the Transactions,
and the required approvals related to the Business Combination Agreement and the Transactions of Keyarch’s shareholders is not obtained.
If the Business Combination
Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations
related to publicity, confidentiality, fees and expenses, trust fund waiver, termination and general provisions) will terminate, and no
party to the Business Combination Agreement will have any further liability to any other party thereto except for liability for fraud.
The Business Combination Agreement does not provide for any termination fees.
Trust Account Waiver
Zooz and Merger Sub each agreed that they and their affiliates will
not have any right, title, interest or claim of any kind in or to any monies in Keyarch’s trust account (including any distributions
therefrom) held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including
any distributions therefrom) other than in connection with the Closing.
Governing Law
The Business Combination Agreement is governed by the laws of the State
of New York and the parties are subject to exclusive jurisdiction of federal courts located in New York County, New York (and any appellate
courts thereof), except that (i) the internal affairs of Zooz and any provisions of the Business Combination Agreement that are expressly
or otherwise required to be governed by Israeli Companies Law, shall be governed by the Laws of Israel (without giving effect to choice
of law principles thereof) and (ii) the Merger will be governed by the laws of Cayman Islands (without giving effect to choice of law
principles thereof).
The Business Combination
Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of such agreement
or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract
among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating
such agreement. The Business Combination Agreement has been filed with this Current Report on Form 8-K in order to provide investors with
information regarding its terms. It is not intended to provide any other factual information about Keyarch, Zooz, Merger Sub or any other
party to the Business Combination Agreement. In particular, the representations, warranties, covenants and agreements contained in the
Business Combination Agreement, which were made only for purposes of such agreement and as of specific dates, were solely for the benefit
of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties (including
being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Business Combination
Agreement instead of establishing these matters as facts) and may be subject to standards of materiality applicable to the contracting
parties that differ from those applicable to investors and reports and documents filed with the SEC, TASE or ISA. Investors should not
rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state
of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and
agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information
concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination
Agreement, which subsequent information may or may not be fully reflected in Keyarch’s public disclosures and/or Zooz’s public
disclosures. There is no material relationship between Keyarch and its affiliates, and Zooz, other than in respect of the Business Combination Agreement.
Related Agreements
This
section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection
with the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms
thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements, copies
of each of which are filed as exhibits hereto. Shareholders of Keyarch, Zooz and other interested parties are urged to read such Related
Agreements in their entirety.
Lock-Up Agreements
On July 30, 2023, certain directors and executive officers of Zooz
directly or indirectly holding Zooz securities as of the date of the Business Combination Agreement (“Management Company Holders”)
each entered into a Lock-Up Agreement with Zooz and Keyarch (collectively, the “Lock-Up Agreements”). Pursuant
to the Lock-Up Agreements, each Zooz shareholder party thereto agreed not to, during the period commencing from the Closing and ending
on the earlier of (x) the date that is 180 days after the date of the Closing, (y) the date on which Zooz consummates a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of Zooz’s shareholders having the right to exchange
their Company Ordinary Shares for cash, securities or other property): (i) lend, offer, pledge, hypothecate, encumber, donate, assign,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules and regulations
of the SEC promulgated thereunder or otherwise transfer or dispose of, directly or indirectly, any restricted securities, (ii) enter into
any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the restricted
securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i),
(ii) or (iii) above is to be settled by delivery of restricted securities or other securities, in cash or otherwise (in each case, subject
to certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Lock-Up Agreement).
A copy of the form of Lock-Up
Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description
of the form of Lock-Up Agreement is qualified in its entirety by reference thereto.
Non-Competition and Non-Solicitation Agreement
On July 30, 2023,
Management Company Holders of Zooz entered into non-competition and non-solicitation agreements (the “Non-Competition
Agreements”), pursuant to which they agreed, during the one-year period following the Closing, not to compete with
Zooz anywhere in Israel, the continent of North America, the People’s Republic of China, including Macao, Taiwan, and Hong
Kong, the United Kingdom and the European Union, in the business in which Zooz is engaged, and during such one-year restricted
period, not to (i) solicit, hire or engage employees or independent contractors of Zooz or (ii) solicit customers or clients of
Zooz. The agreements also contain customary non-disparagement and confidentiality provisions.
A copy of the form of Non-Competition Agreement is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein
by reference, and the foregoing description of the form of Non-Competition Agreement is qualified in its entirety by reference thereto.
Voting Agreements
On July 30, 2023, Keyarch
and Zooz entered into Voting Agreements, (collectively, the “Voting Agreements”), with Management Company Holders
of Zooz. Under the Voting Agreements, each shareholder party thereto agreed to vote all of such shareholder’s shares of Zooz in
favor of the Business Combination Agreement and the Transactions and to otherwise take certain other actions in support of the Business
Combination Agreement and the Transactions and the other matters submitted to Zooz’s shareholders for their approval in the manner
and subject to the conditions set forth in the Voting Agreements, and to provide a proxy to Zooz to vote such shares of Zooz accordingly.
The Voting Agreements prevent transfers of Zooz shares held by Zooz shareholders party thereto between the date of the Voting Agreement
and the date of Closing, except for certain permitted transfers where the transferee also agrees to comply with the Voting Agreement.
A copy of the form of Voting
Agreement is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description
of the form of Voting Agreement is qualified in its entirety by reference thereto.
Assignment, Assumption and Amendment to
Warrant Agreements
In connection with the Closing, Zooz, Keyarch and Continental Stock
Transfer & Trust Company, as warrant agent (the “Warrant Agent”), will enter into the Assignment, Assumption
and Amendment to Public Warrant Agreement (the “Public Warrant Amendment”), which will amend that certain Public
Warrant Agreement, dated as of January 24, 2022, relating to the Keyarch public warrants (the “Public Warrant Agreement”),
and filed with the SEC on January 27, 2022. Separately, Zooz, Keyarch, and the Warrant Agent will enter into the Assignment, Assumption
and Amendment to Private Warrant Agreement (the “Private Warrant Amendment” and, together with the Public Warrant
Agreement, the “Warrant Amendments”), which will amend that certain Private Warrant Agreement, dated as of January
24, 2022, relating to the Keyarch private warrants (the “Private Warrant Agreement”), and filed with the SEC
on January 27, 2022. Pursuant to the Warrant Amendments: (i) Zooz will assume the obligations of Keyarch under the original Public Warrant
Agreement and Private Warrant Agreement, such that, among other things, Zooz will be added as a party thereto and (ii) all references
to Keyarch Common Stock in the Warrant Agreement shall mean Company Ordinary Shares and all references to “stockholders” shall
mean “shareholders”.
A copy of the form of
Assignment, Assumption and Amendment to Private Warrant Agreement and the form of Assignment, Assumption and Public Warrant Agreement
are filed as Exhibit 10.4 and Exhibit 10.5, respectively, to this Current Report on Form 8-K and is incorporated herein by reference,
and the foregoing description of the forms of the Warrant Amendments are qualified in its entirety by reference thereto.
Sponsor Letter Agreement
On July 30, 2023, Keyarch, Keyarch Global Sponsor Limited (the “Sponsor”)
and Zooz entered into an agreement pursuant to which the Sponsor agreed to make commercially reasonable efforts to utilize up to 40% (or
1,120,000 shares) of its ordinary shares of Keyarch (the “Subject Founder Shares”) to pay any portion of unpaid
SPAC Transaction Expenses or to incentivize investors or otherwise provider support in connection with a Transaction Financing. Any remaining
Subject Founder Shares which are not transferred to such payees will be placed in escrow at the Closing and will be released to the Sponsor
if, during the Earnout Period, the Combined Company achieves the price or gross revenue milestones as described above with respect to
the Earnout Shares (with any such Subject Founder Shares to be released to the Sponsor on a pro rata basis with the percentage of any
such Earnout Shares to be issued to the Pre-Closing Zooz Shareholders upon the achievement of any earnout milestone). Any Subject Founder
Shares that are not released will be transferred to Zooz for no consideration at the end of the Earnout Period, provided, however that
at least 50% of the Subject Founder Shares placed in escrow (less any Subject Founder Shares released to the Sponsor in connection with
the achievement of any earnout milestones) will be released to Keyarch at the end of the Earnout Period notwithstanding the failure of
Zooz to achieve any or all of the earnout milestones.
A copy of the Sponsor Letter
Agreement is filed as Exhibit 10.6 to this Current Report on Form 8-K and is incorporated herein by reference, and the foregoing description
of the Sponsor Letter Agreement is qualified in its entirety by reference thereto.
Sponsor Support Agreement
On July 30, 2023, Keyarch,
the Sponsor and Zooz entered into the Sponsor Support Agreement, (the “Sponsor Support Agreement”), pursuant
to which the Sponsor agreed to vote all of its shares of Keyarch in favor of the Business Combination Agreement and the Transactions
and to otherwise take certain other actions in support of the Business Combination Agreement and the Transactions and the other matters
submitted to Keyarch’s shareholders for their approval in the manner and subject to the conditions set forth in the Sponsor Support
Agreement. The Sponsor Support Agreement prevents transfers of the Keyarch shares held by the Sponsor between the date of the Sponsor
Support Agreement and the date of Closing, except for certain permitted transfers where the transferee also agrees to comply with the
Sponsor Support Agreement.
A copy of the form of
Sponsor Support Agreement is filed as Exhibit 10.7 to this Current Report on Form 8-K and is incorporated herein by
reference, and the foregoing description of the form of Sponsor Support Agreement is qualified in its entirety by reference
thereto.
Important Information and Where
to Find It
Zooz intends to file with
the SEC a Registration Statement on Form F-4, which will include a proxy statement of Keyarch that constitutes a prospectus for Zooz securities
and a proxy statement for Keyarch’s shareholders (the “Registration Statement”). The Registration Statement
has not been filed with or declared effective by the SEC. Promptly after the Registration Statement is declared effective by the SEC,
Keyarch will mail the definitive proxy statement and a proxy card contained therein to its shareholders. Investors and securityholders
of Keyarch and other interested persons are advised to read, when available, the Registration Statement, including the preliminary proxy
statement to be filed with the SEC, and amendments thereto, and the definitive proxy statement in connection with Keyarch’s solicitation
of proxies for the extraordinary general meeting to be held to approve the Business Combination Agreement and the Business Combination
and other documents filed in connection with the proposed Transactions because these documents will contain important information about
Zooz, Keyarch, the Business Combination Agreement and the Transactions. The definitive proxy statement will be mailed to shareholders
of Keyarch as of a record date to be established in the future for voting on the Business Combination Agreement and the Transactions.
The Registration Statement, including the definitive proxy statement, the preliminary proxy statement and other relevant materials in
connection with the Transactions (when they become available), and any other documents filed by Keyarch with the SEC, may be obtained
free of charge at the SEC’s website (www.sec.gov) or by writing to Keyarch at: 275 Madison Avenue, 39th Floor, New York, New York
10016. This Current Report on Form 8-K does not contain all the information that should be considered concerning the proposed Transactions
and is not intended to form the basis of any investment decision or any other decision in respect of the proposed Transactions. This Current
Report on Form 8-K is not a substitute for any registration statement or for any other document that Zooz or Keyarch may file with the
SEC in connection with the proposed Transactions.
INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION REGARDING, AMONG OTHER THINGS, THE BUSINESS COMBINATION AGREEMENT, THE PARTIES THERETO AND THE TRANSACTIONS.
INVESTMENT IN ANY SECURITIES
DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, THE ISRAELI SECURITIES AUTHORITY, OR ANY OTHER REGULATORY AUTHORITY,
NOR HAS ANY SECURITIES AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE PROPOSED TRANSACTIONS PURSUANT TO WHICH ANY SECURITIES ARE
TO BE OFFERED OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Participants in the Solicitation
Zooz, Keyarch, and their respective
directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies from the holders of
Keyarch securities in respect of the proposed Transactions. Information regarding Keyarch’s directors and executive officers and
their ownership of Keyarch’s securities is set forth in Keyarch’s filings with the SEC. Additional information regarding the
interests of the participants in the proxy solicitation will be included in the Registration Statement when it becomes available. These
documents can be obtained free of charge from the sources indicated above.
No Solicitation or Offer
This communication and this Current Report on Form 8-K shall not constitute
an offer to sell or exchange or the solicitation of an offer to buy or exchange any securities pursuant to the proposed Transactions or
otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Form 8-K contains, and
certain oral statements made by representatives of Keyarch and Zooz and their respective affiliates, from time to time may contain, “forward-looking
statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.
Keyarch’s and Zooz’s actual results may differ from their expectations, estimates and projections and consequently, you should
not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,”
“project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,”
“may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,”
“might” and “continues,” and similar expressions are intended to identify such forward-looking statements. These
forward-looking statements include, without limitation, Keyarch’s and Zooz’s expectations with respect to future performance
and anticipated financial impacts of the Transactions, the satisfaction of the closing conditions to the Transactions and the timing of
the completion of the Transactions. These forward-looking statements involve significant risks and uncertainties that could cause actual
results to differ materially from expected results. Most of these factors are outside of the control of Keyarch or Zooz and are difficult
to predict. Factors that may cause such differences include, but are not limited to: (i) the inability of the parties to successfully
or timely consummate the Transactions, including the risk that any required regulatory or other approvals are not obtained, are delayed
or are subject to unanticipated conditions that could adversely affect the Combined Company following the Transactions or the expected
benefits of the Transactions, if not obtained; (ii) the failure to realize the anticipated benefits of the Transactions; (iii) the ability
of Keyarch prior to the Transactions, and the Combined Company following the Transactions, to maintain or list, as applicable, the Combined
Company’s shares on Nasdaq and TASE, including the ability to meet stock exchange listing standards following the consummation of
the proposed Transactions; (iv) costs related to the Transactions; (v) the failure to satisfy the conditions to the consummation of the
Transactions, including, without limitation, the approval of the Business Combination Agreement by the shareholders of Keyarch and Zooz,
and the satisfaction of the minimum cash requirement of the Business Combination Agreement following any redemptions by Keyarch’s
public shareholders; (vi) the risk that the Transactions may not be completed by the stated deadline and the potential failure to obtain
an extension of the stated deadline; (vii) the outcome of any legal proceedings that may be instituted against Keyarch or Zooz related
to the Transactions; (viii) the attraction and retention of qualified directors, officers, employees and key personnel of Keyarch and
Zooz prior to the Transactions, and the Combined Company following the Transactions; (ix) the ability of Zooz prior to the Transactions,
and the Combined Company following the Transactions, to maintain relationships with its suppliers and customers and the effect of the
Transactions on its operating results and businesses in general; (x) the ability of the Combined Company to compete effectively in a highly
competitive market; (xi) the ability to protect and enhance Zooz’s or the Combined Company’s corporate reputation and brand;
(xii) the impact from future regulatory, judicial, and legislative changes to Zooz’s or the Combined Company’s industry; (xiii)
competition from larger companies that have greater resources, technology, relationships and/or expertise; (xiv) the future financial
performance of the Combined Company following the Transactions, including, without limitation, the ability of future revenues to meet
projected annual revenues; (xv) the ability of the Combined Company to forecast and maintain an adequate rate of revenue growth and appropriately
plan its expenses; (xvi) the ability of the Combined Company to generate sufficient revenue from each of its revenue streams; (xvii) the
ability of the Combined Company’s patents and patent applications to protect the Combined Company’s core technologies from
competitors; (xviii) the Combined Company’s ability to manage its marketing relationships and realize projected revenues from customers;
(xix) the Combined Company’s ability to meet its product and/or service sales targets; (xx) the Combined Company’s ability
to execute its business plans and strategy; (xxi) the occurrence of a material adverse change with respect to the financial position,
performance, operations or prospects of Keyarch or Zooz; (xxii) the disruption of Zooz’s management’s time from ongoing business
operations due to the announcement and consummation of the proposed Transactions; (xxiii) announcements relating to the Transactions having
an adverse effect on the market price of Keyarch’s securities and/or Zooz’s securities; (xxiv) risks associated with Zooz
being an Israeli company located in Israel and the effect of any judicial reforms, security and terrorist activity in or affecting Israel;
(xxv) the lack of a third party valuation in determining whether or not to pursue the proposed Transactions; (xxvi) limited liquidity
and trading of Keyarch’s and/or Zooz’s securities; (xxvii) inaccuracies for any reason in the estimates of expenses and profitability
and projected financial information for Zooz and/or Keyarch; and (xxviii) other risks and uncertainties described herein, as well as those
risks and uncertainties discussed from time to time in other reports and other public filings with the SEC, the TASE or the ISA by Keyarch
or Zooz. Keyarch and Zooz caution that the foregoing list of factors is not exclusive. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated
by such forward-looking statements. Forward-looking statements relate only to the date they are made, and readers are cautioned not to
place undue reliance upon any forward-looking statements, which speak only as of the date they are made.
Readers are referred to the
most recent reports filed with the SEC by Keyarch and, as applicable, Zooz. Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made, and neither Keyarch nor Zooz undertakes any obligation to update or
revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by
law.
Nothing in this Current Report
on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved
or that any of the contemplated results of such forward-looking statements will be achieved.
Item 9.01 Exhibits.
The following exhibits are being filed herewith:
Exhibit No. |
|
Description |
|
|
|
2.1† |
|
Business Combination Agreement, dated as of July 30, 2023, by and among Keyarch Acquisition Corporation, Zooz Power Cayman, Keyarch Global Sponsor Limited, and Zooz Power Ltd. |
|
|
|
10.1 |
|
Form of Lock-Up Agreement, dated as of July 30, 2023, by and between Zooz Power Ltd., Keyarch Global Sponsor Limited, and the shareholder of Zooz Power Ltd. party thereto. |
|
|
|
10.2 |
|
Form of Non-Competition and Non-Solicitation Agreement, dated as of
July 30, 2023, by and among Keyarch Acquisition Corporation and the shareholder of Zooz Power Ltd. party thereto. |
|
|
|
10.3 |
|
Form of Voting Agreement, dated as of July 30, 2023, by and among Zooz
Power Ltd., Keyarch Acquisition Corporation, and the shareholder of Zooz Power Ltd. party thereto. |
|
|
|
10.4 |
|
Form of Assignment, Assumption and Amendment to Private Warrant Agreement,
by and among Keyarch Acquisition Corporation, Zooz Power Ltd., and Continental Stock Transfer & Trust Company. |
|
|
|
10.5 |
|
Form of Assignment, Assumption and Amendment to Public Warrant Agreement,
by and among Keyarch Acquisition Corporation, Zooz Power Ltd., and Continental Stock Transfer & Trust Company. |
|
|
|
10.6 |
|
Sponsor Letter Agreement, dated as of July 30, 2023, by and among Keyarch
Global Sponsor Limited, Keyarch Acquisition Corporation, and Zooz Power Ltd. |
|
|
|
10.7 |
|
Sponsor Support Agreement, dated as of July 30, 2023, by and among
Keyarch Global Sponsor Limited, Keyarch Acquisition Corporation, and Zooz Power Ltd. |
|
|
|
104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
| † | Certain of the exhibits and schedules to this Exhibit have been omitted
in accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the
Securities and Exchange Commission upon its request. |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
KEYARCH ACQUISITION CORPORATION |
|
|
|
|
By: |
/s/ Kai Xiong |
|
|
Name: |
Kai Xiong |
|
|
Title: |
Chief Executive Officer and Director |
|
|
|
Dated: August 3, 2023 |
|
|
10
Exhibit
2.1
BUSINESS
COMBINATION AGREEMENT
by
and among
KEYARCH
ACQUISITION CORPORATION,
as
SPAC,
ZOOZ
POWER CAYMAN
as
Merger Sub,
KEYARCH
GLOBAL SPONSOR LIMITED,
in the capacity as the SPAC Representative,
and
ZOOZ
POWER LTD.,
as
the Company
Dated
as of July 30, 2023
TABLE
OF CONTENTS
|
Page |
Article
I THE MERGER |
4 |
1.1 |
The Merger |
4 |
1.2 |
Earnout |
9 |
1.3 |
Withholding |
14 |
1.4 |
Intended Tax Treatment |
17 |
1.5 |
Dissenter’s Rights |
17 |
1.6 |
SPAC Securities and Certificates |
18 |
|
|
|
Article II REPRESENTATIONS AND WARRANTIES
OF SPAC |
20 |
2.1 |
Organization and Standing |
20 |
2.2 |
Authorization; Binding Agreement |
20 |
2.3 |
Governmental Approvals |
21 |
2.4 |
Non-Contravention |
21 |
2.5 |
Capitalization |
21 |
2.6 |
SEC Filings and SPAC Financials |
22 |
2.7 |
Absence of Certain Changes |
24 |
2.8 |
Compliance with Laws |
24 |
2.9 |
Actions; Orders; Permits |
24 |
2.10 |
Taxes and Returns |
25 |
2.11 |
Employees and Employee Benefit Plans |
26 |
2.12 |
Properties |
26 |
2.13 |
Material Contracts |
26 |
2.14 |
Transactions with Affiliates |
27 |
2.15 |
Investment Company Act |
27 |
2.16 |
Finders and Brokers |
27 |
2.17 |
Certain Business Practices |
27 |
2.18 |
Insurance |
28 |
2.20 |
Independent Investigation |
28 |
2.21 |
Trust Account |
29 |
2.23 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES |
29 |
|
|
|
Article III REPRESENTATIONS AND WARRANTIES
OF MERGER SUB |
30 |
3.1 |
Organization and Standing |
30 |
3.2 |
Authorization; Binding Agreement |
30 |
3.3 |
Governmental Approvals |
31 |
3.4 |
Non-Contravention |
31 |
3.5 |
Capitalization |
31 |
3.6 |
Merger Sub Activities |
32 |
3.7 |
Compliance with Laws |
32 |
3.8 |
Actions; Orders; Permits |
32 |
3.9 |
Transactions with Related Persons |
32 |
3.10 |
Finders and Brokers |
32 |
3.11 |
Investment Company Act |
32 |
3.12 |
Intended Tax Treatment |
32 |
3.13 |
Information Supplied |
32 |
3.14 |
Independent Investigation |
33 |
3.15 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES |
33 |
|
|
|
Article IV REPRESENTATIONS AND WARRANTIES
OF THE COMPANY |
34 |
4.1 |
Organization and Standing |
34 |
4.2 |
Authorization; Binding Agreement |
34 |
4.3 |
Capitalization |
35 |
4.4 |
Subsidiaries |
36 |
4.5 |
Governmental Approvals |
36 |
4.6 |
Non-Contravention |
36 |
4.7 |
Financial Statements |
37 |
|
Page |
4.8 |
Absence of Certain Changes |
38 |
4.9 |
Compliance with Laws |
38 |
4.10 |
Company Permits |
39 |
4.11 |
Litigation |
39 |
4.12 |
Material Contracts |
39 |
4.13 |
Intellectual Property |
41 |
4.14 |
Taxes and Returns |
44 |
4.15 |
Title; Real Property |
46 |
4.16 |
Personal |
46 |
4.20 |
Environmental Matters |
49 |
4.21 |
Transactions with Related Persons |
50 |
4.22 |
Certain Business Practices |
50 |
4.23 |
Investment Company Act |
52 |
4.24 |
Finders and Brokers |
52 |
4.25 |
Insurance |
52 |
4.26 |
Information Supplied |
52 |
4.27 |
Independent Investigation |
52 |
4.28 |
Top Customers and Suppliers |
53 |
4.30 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES |
53 |
|
|
|
Article V COVENANTS |
54 |
5.1 |
Access and Information |
54 |
5.2 |
Conduct of Business of the Company and Merger Sub |
55 |
5.3 |
Conduct of Business of SPAC |
58 |
5.4 |
Financial Statements |
61 |
5.6 |
Public Filings |
61 |
5.8 |
No Solicitation |
61 |
5.9 |
No Trading |
62 |
5.10 |
Notification of Certain Matters |
63 |
5.11 |
Efforts |
63 |
5.12 |
Further Assurances |
64 |
5.13 |
The Registration Statement and Israeli Prospectus |
65 |
5.14 |
Public Announcements |
67 |
5.15 |
Company Shareholder Approval Matters |
68 |
5.16 |
Confidential Information |
69 |
5.17 |
Post-Closing Board of Directors and Executive Officers |
70 |
5.18 |
Company Equity Plan |
70 |
5.19 |
Indemnification of Directors and Officers |
71 |
5.20 |
Section 16 Matters |
71 |
5.21 |
Trust Account Proceeds |
72 |
5.22 |
Tax Matters |
72 |
5.23 |
NASDAQ Listing |
73 |
5.24 |
Transaction Financing |
73 |
5.25 |
TASE Continued Listing |
74 |
5.26 |
Employment Agreements |
74 |
5.27 |
Business License |
74 |
5.28 |
Lock-Up Agreements |
74 |
5.29 |
Voting Agreements |
74 |
|
|
|
Article VI SURVIVAL |
74 |
6.1 |
Non-Survival of Representations |
74 |
|
Page |
Article VII CLOSING CONDITIONS |
75 |
7.1 |
Conditions to Each Party’s
Obligations |
75 |
7.2 |
Conditions to Obligations of the Company and Merger
Sub |
76 |
7.3 |
Conditions to Obligations of SPAC |
77 |
7.4 |
Frustration of Conditions |
79 |
|
|
|
Article VIII TERMINATION AND EXPENSES |
79 |
8.1 |
Termination |
79 |
8.2 |
Effect of Termination |
80 |
8.3 |
Fees and Expenses |
81 |
|
|
|
Article IX WAIVERS AND RELEASES |
81 |
9.1 |
Waiver of Claims Against Trust |
81 |
|
|
|
Article X MISCELLANEOUS |
82 |
10.1 |
Notices |
82 |
10.2 |
Binding Effect; Assignment |
83 |
10.3 |
Third Parties |
83 |
10.4 |
Arbitration |
84 |
10.5 |
Governing Law; Jurisdiction |
84 |
10.6 |
WAIVER OF JURY TRIAL |
85 |
10.7 |
Specific Performance |
85 |
10.8 |
Severability |
85 |
10.9 |
Amendment |
85 |
10.10 |
Waiver |
85 |
10.11 |
Entire Agreement |
86 |
10.12 |
Interpretation |
86 |
10.13 |
Counterparts |
87 |
10.14 |
No Recourse |
87 |
10.15 |
Legal Representation |
87 |
10.16 |
SPAC Representative |
88 |
10.17 |
Company Representative |
89 |
|
|
|
Article XI DEFINITIONS |
90 |
11.1 |
Certain Definitions |
90 |
11.2 |
Section References |
103 |
INDEX
OF EXHIBITS
Exhibit |
|
Description |
Exhibit A |
|
Form of Lock-Up Agreement |
Exhibit B |
|
Form of Non-Competition and Non-Solicitation Agreement |
Exhibit C |
|
Form of Target Voting Agreement |
Exhibit D |
|
Form of Assignment, Assumption and Amendment to Warrant
Agreement |
Exhibit E |
|
Sponsor Letter Agreement |
Exhibit F |
|
List of holders of Continuing Warrants and Company
Ordinary Shares issuable upon exercise of Continuing Warrants |
Exhibit G |
|
Form of Sponsor Support Agreement |
BUSINESS
COMBINATION AGREEMENT
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 individually as a “Party” and, collectively, as the “Parties”.
RECITALS:
WHEREAS,
SPAC is a blank check company and has been incorporated for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses;
WHEREAS,
Merger Sub is a newly incorporated Cayman Islands exempted company, wholly owned by the Company, and has been incorporated for the
purpose of effectuating the Merger (as defined herein);
WHEREAS,
the Parties desire and intend to effect a business combination transaction whereby Merger Sub shall merge with and into SPAC, with
SPAC continuing as the surviving entity (the “Merger” and, collectively with the other transactions contemplated
by this Agreement and the Ancillary Documents (as defined herein), the “Transactions”), as a result of which,
(i) prior to, but contingent upon, the Closing of the Merger, pursuant to the Recapitalization (as defined herein) approved by the Company’s
shareholders, (a) each outstanding warrant (collectively, the “Outstanding Company Warrants”) to purchase Company
Ordinary Shares (other than any Outstanding Company Warrants which (1) are not required by their terms to be exercised in connection
with the Transactions, all of which are listed on Exhibit F, and (2) are not exercised at the election of the holder thereof prior
to the consummation of the Recapitalization, all of which unexercised warrants being referred to as the “Continuing Warrants”)
shall be exercised in accordance with their respective terms (all such Outstanding Company Warrants so exercised, the “Exercising
Warrants”); (b) prior to the Merger Effective Time and subject to the effectiveness of the Merger, each then-outstanding
Company Ordinary Share shall become and be converted into such number of Company Ordinary Shares as is determined by multiplying (1)
such Company Ordinary Share by (2) the quotient obtained by dividing (A) $60,000,000, by (B) $10.00, and subsequently dividing such quotient
by (C) the sum of (i) the number of Company Ordinary Shares then outstanding, and (ii) without duplication, the number of Company Ordinary
Shares issuable upon the exercise of all then-outstanding (x) Continuing Warrants (other than any Continuing Warrants which are listed
in Schedule 1.1(h)(i)(A)(x)), which shall be calculated on a net exercise basis, and (y) Outstanding ITM
Company Options, which shall be calculated on a net exercise basis, as more fully described in Section 1.1(h), and taking such
quotient to five decimal places, with all fractional Company Ordinary Shares being rounded down to the next integral number of Company
Ordinary Shares (such that following such Recapitalization, for the avoidance of doubt, the Company Ordinary Shares shall be valued at
$10.00 per share based on a $60,000,000 valuation on a fully-diluted basis), and as a result of the Recapitalization, each Continuing
Warrant and each Continuing Company Option which has not been exercised prior to the Recapitalization shall be adjusted to reflect the
Conversion Ratio (as defined below);
WHEREAS,
immediately following the consummation of the Recapitalization, Merger Sub shall, at the Merger Effective Time, be merged with and
into SPAC, which shall continue as a wholly-owned subsidiary of the Company, and, in connection therewith: (i) as more thoroughly described
in Section 1.1(f)(i), each SPAC Class A Share, and each SPAC Class B Share, in each instance, issued and outstanding immediately
prior to the Merger Effective Time, shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of
the holder thereof to receive, with respect to each SPAC Class B Share, one Company Ordinary Share, and with respect to each SPAC Class
A Share that is not redeemed or converted in the Redemption, one Company Ordinary Share (the “SPAC Shares Merger Consideration”);
(ii) as more thoroughly described in Section 1.1(f)(iii), the Company shall assume each outstanding SPAC Warrant and each such
outstanding SPAC Warrant shall become a warrant to purchase the same number of Company Ordinary Shares at the same exercise price during
the same exercise period and otherwise on the same terms as the SPAC Warrant being assumed pursuant to the terms of an assignment, assumption
and amendment agreement with respect to the each Warrant Agreement, substantially in the form attached hereto as Exhibit D (the
“Assignment, Assumption and Amendment to Warrant Agreement”) (such transactions, the “Company Warrant
Assumption”, and, together with the SPAC Shares Merger Consideration, the “Merger Consideration”);
and (iii) the memorandum and articles of association of SPAC shall be amended and restated in form and substance to be mutually agreed
by the Company and SPAC prior to the effectiveness of the Registration Statement (the “Surviving Company Memorandum and Articles
of Association”) and each issued and outstanding ordinary share of Merger Sub shall become and be converted into one ordinary
share of SPAC, with the result that the Surviving Company shall become a direct, wholly-owned subsidiary of the Company;
WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the Management Company Holders have entered into a Lock-Up Agreement
with the Company and the SPAC Representative, in the form attached as Exhibit A hereto (a “Lock-Up Agreement”),
which Lock-Up Agreements shall become effective as of the Closing;
WHEREAS,
prior to the Closing, certain Significant Company Shareholders to be mutually agreed to by the Company and SPAC shall enter into
a Lock-Up Agreement, in the form attached as Exhibit A hereto (such Significant Company Shareholders, collectively with the Management
Company Holders, the “Locked-Up Company Shareholders”), which Lock-Up Agreements shall become effective as
of the Closing;
WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the Management Company Holders have entered into a Non-Competition
and Non-Solicitation Agreement in favor of SPAC, the Company and each of the other Covered Parties (as defined therein), in the form
attached hereto as Exhibit B (each, a “Non-Competition Agreement”), which Non-Competition Agreements
shall become effective as of the Closing;
WHEREAS,
contemporaneously with the execution and delivery of this Agreement, the Management Company Holders have entered into a Voting Agreement
with the Company and SPAC, indicating the agreement of such shareholders to approve the Merger and the other Transactions contemplated
by this Agreement, in the form attached hereto as Exhibit C (the “Target Voting Agreement”);
WHEREAS,
promptly following the date hereof and no later than the earlier of (i) the filing by the Company of the Company General Meeting
Notice and (ii) the effectiveness of the Registration Statement, certain other shareholders of the Company to be agreed to between the
Company and SPAC shall enter into a voting agreement with substantially similar terms as the terms set forth in the Target Voting Agreement;
WHEREAS,
in connection with the consummation of the Merger, the Company, SPAC, the Sponsor and the IPO Underwriter shall, on or prior to the
Closing, enter into an amendment to the Registration Rights Agreement, in form and substance to be mutually agreed by the Company and
SPAC prior to the effectiveness of the Registration Statement (the “SPAC Registration Rights Agreement Amendment”),
which shall become effective as of the Merger Effective Time;
WHEREAS,
in connection with the consummation of the Merger, certain shareholders of the Company shall, on or prior to the Closing, enter into
a registration rights agreement to provide those shareholders of the Company with registration rights, in form and substance to be mutually
agreed upon by the Company and SPAC prior to the effectiveness of the Registration Statement (the “Registration Rights Agreement”),
which shall become effective as of the Merger Effective Time;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, the Sponsor has entered into a letter agreement (including the
exhibit attached thereto) with SPAC and the Company (the “Sponsor Letter Agreement”), in the form attached
hereto as Exhibit E, pursuant to which the Sponsor has agreed to deposit certain of its SPAC Class B Shares (including any SPAC
Class A Shares issued upon conversion thereof and Company Ordinary Shares issued upon conversion thereof in connection with the Transactions
and/or the Extension, the “Founder Shares”) into escrow upon the Closing, which Founder Shares may be utilized
as set forth in the Sponsor Letter and shall be subject to the other provisions thereof, and shall be subject to release to the Sponsor
or transferred to the Company in accordance with the terms and subject to the conditions set forth therein, the terms and provisions
of which Sponsor Letter Agreement shall be in full force and effect as of the date of this Agreement or as of Merger Effective Time,
as applicable;
WHEREAS,
simultaneously with the execution and delivery of this Agreement, the Company, SPAC, and Sponsor have entered into the Sponsor Support
Agreement, attached hereto as Exhibit G (the “Sponsor Support Agreement”), pursuant to which, among
other things, Sponsor and other SPAC shareholders have agreed to (i) approve the Merger and the other Transactions contemplated by this
Agreement, and (ii) not redeem any Shares owned by it, him or her in connection with the shareholder approval required for the consummation
of the Merger and the other Transactions contemplated by this Agreement;
WHEREAS,
the boards of directors of Merger Sub and the Company have each (a) determined that the Merger and the other Transactions are fair,
advisable and in the best interests of their respective companies, and (b) approved this Agreement and the Transactions, upon the terms
and subject to the conditions set forth herein;
WHEREAS,
the board of directors of SPAC has (a) determined that the Merger and Transactions are advisable, fair to, and in the best interests
of SPAC and SPAC’s shareholders, and (b) approved and recommend, among other things, the adoption and approval of this Agreement
and the other Transactions, upon the terms and subject to the conditions set forth herein;
WHEREAS,
the Company, as the sole shareholder of Merger Sub, has approved this Agreement and the Transactions, upon the terms and subject
to the conditions set forth herein;
WHEREAS,
for U.S. federal income tax purposes it is intended that (i) the Merger shall qualify as a “reorganization” under Section
368(a) of the Code, and (ii) this Agreement constitutes and hereby is adopted as a “plan of reorganization” with respect
to the Merger within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368
of the Code and the Treasury Regulations thereunder (collectively, the “Intended Tax Treatment”); and
WHEREAS,
certain capitalized terms used and not otherwise defined herein have the meanings given to them in Article XI hereof.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:
Article
I
THE MERGER
1.1
The Merger.
(a)
Closing. As promptly as practicable (and in any event no later than the third Business Day) following the satisfaction or (to
the extent permitted by applicable Law) waiver of all the conditions set forth in Sections 7.1 through 7.3 (other than
any conditions that by their terms or nature are to be satisfied at the Closing) or at such other date, time or place as SPAC and the
Company may agree the consummation of the transactions contemplated by this Agreement with respect to the Merger (the “Closing”)
shall take place electronically by the mutual exchange of electronic signatures (including portable document format (.PDF)) (the date
on which the Closing is actually held is referred to herein as the “Closing Date”). At the Merger Effective
Time, and upon the terms and subject to the conditions of this Agreement, and in accordance with the Cayman Act, SPAC and Merger Sub
shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into SPAC, with SPAC being the surviving company,
following which the separate corporate existence of Merger Sub shall cease and SPAC shall continue as the surviving company. SPAC, as
the surviving company after the Merger, is hereinafter sometimes referred to as the “Surviving Company” (provided
that references to SPAC for periods following the Merger Effective Time shall include the Surviving Company).
(b)
Merger Effective Time. Upon the terms and subject to the conditions set forth herein and in accordance with the Cayman Act, on
the Closing Date, SPAC and Merger Sub shall cause a plan of merger, in a form reasonably satisfactory to the Company and SPAC (with such
modifications, amendments or supplements thereto as may be required to comply with the Cayman Act), along with all other documentation
and declarations required under the Cayman Act in connection with the Merger, to be duly executed and properly filed with the Cayman
Islands Registrar of Companies (the “Cayman Registrar”), in accordance with the relevant provisions of the
Cayman Act (together, the “Merger Documents”). The Merger shall become effective on the date and time at which
the Merger Documents have been duly registered with the Cayman Registrar or on a subsequent date and time as is agreed by SPAC and the
Company and specified in the Merger Documents in accordance with the Cayman Act (the time the Merger becomes effective is referred to
herein as the “Merger Effective Time”).
(c)
Effect of the Merger. At and after the Merger Effective Time, the effect of the Merger shall be as provided in this Agreement,
the Merger Documents and the applicable provisions of the Cayman Act. Without limiting the generality of the foregoing, and subject thereto,
under the Cayman Act, at the Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities,
duties and obligations of Merger Sub and SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts,
Liabilities, duties and obligations of the Surviving Company (including all rights and obligations with respect to the Trust Account),
which shall include the assumption by the Surviving Company of any and all mortgages, charges, or security interests, and all contracts,
claims, debts, liabilities, agreements, covenants, duties and obligations of Merger Sub and SPAC set forth in this Agreement to be performed
after the Merger Effective Time, and the Surviving Company shall continue its existence as a wholly-owned Subsidiary of the Company.
(d)
Organizational Documents of the Company and the Surviving Company. Prior to or in connection with the Recapitalization, the Company
Organizational Documents shall be amended and restated following approval by the Company’s board of directors and shareholders,
such amendment and restatement to the Company Organizational Documents (the “Amended Organizational Documents”)
in a form to be mutually agreed upon by the Company and SPAC (i) to provide for the Recapitalization as described in the Recitals and
this Article I, and (ii) to remain in effect until from and after its adoption through the Merger Effective Time and until amended
in accordance with the terms thereof and the Israeli Companies Law. At the Merger Effective Time, in accordance with the Merger Documents,
(i) the corporate name of Surviving Company shall be changed to such name as shall be mutually agreed upon by the Company and SPAC between
the date of this Agreement and Closing, and (ii) the memorandum and articles of association of SPAC, as the Surviving Company, shall
be amended and restated to be the Surviving Company Memorandum and Articles of Association in form and substance to be mutually agreed
by the Company and SPAC prior to the effectiveness of the Registration Statement, until thereafter amended in accordance with the applicable
provisions of the Cayman Act and such Surviving Company Memorandum and Articles of Association.
(e)
Directors and Officers of the Company and of the Surviving Company.
(i)
At the Merger Effective Time, the board of directors and officers of the SPAC shall cease to hold office, and the board of directors
and officers of the Surviving Company shall be the board of directors and officers of Merger Sub, each to hold office in accordance with
the memorandum and articles of association of the Surviving Company and until their respective successors are duly elected or appointed
and qualified.
(ii)
At the Merger Effective Time, (i) the executive officers of the Company shall continue as the executive officers of the Company, each
to hold office in accordance with the Amended Organizational Documents and (ii) the directors of the Company shall be comprised of the
individuals determined in the manner set forth in Section 5.17(a), to continue in such capacity until their respective successors
are duly elected or appointed and qualified.
(f)
Effect of the Merger on Issued Securities of SPAC. At the Merger Effective Time, by virtue of the Merger and without any action
on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub:
(i)
SPAC Shares. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without
any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub: (A) each SPAC Class A Share issued
and outstanding prior to the Merger Effective Time that is not redeemed or converted in the Redemption (excluding, for the avoidance
of doubt, any Cancelled Shares, as defined in Section 1.1(f)(v)) (and subject to Section 1.5) shall become and be converted
into the right to receive one Company Ordinary Share; and (B) each SPAC Class B Share issued and outstanding prior to the Merger Effective
Time shall become and be converted into the right to receive one Company Ordinary Share.
(ii)
SPAC Units. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and without
any action on the part of any Party or the holders of any securities of SPAC, the Company or Merger Sub, each issued and outstanding
SPAC Unit outstanding immediately prior to the Merger Effective Time shall be automatically detached, and, without giving duplicative
effect to Section 1.1(f)(iii) and (iv) below:
(A)
with respect to SPAC Public Units, (I) each SPAC Class A Share forming part of the SPAC Public Unit shall become and be converted into
the right to receive one Company Ordinary Share pursuant to Section 1.1(f)(i) of this Agreement, (II) the one-half (½)
of one SPAC Public Warrant forming part of the SPAC Public Unit shall together become and be converted into the right to receive one-half
(1/2) of one Company Warrant to purchase one Company Ordinary Share (such that, for the avoidance of doubt, only each whole Company Warrant
shall be exercisable to purchase one Company Ordinary Share and a holder of Company Warrants shall not be able to exercise any fraction
of a Company Warrant) at an exercise price equal to the exercise price of the SPAC Public Warrants pursuant to Section 1.1(f)(iii)
and (III) the one SPAC Public Right forming part of the SPAC Public Unit shall be converted into one-tenth (1/10th) of
one Company Ordinary Share pursuant to Section 1.1(f)(iv); and
(B)
with respect to SPAC Private Units, (I) each SPAC Private Share forming part of the SPAC Private Unit shall become and be converted into
the right to receive one Company Ordinary Share pursuant to Section 1.1(f)(i) of this Agreement, (II) the one-half (½)
of one SPAC Private Warrant forming part of the SPAC Private Unit shall together become and be converted into the right to receive one-half
(1/2) of one Company Warrant to purchase one Company Ordinary Share (such that, for the avoidance of doubt, only each whole Company Warrant
shall be exercisable to purchase one Company Ordinary Share and a holder of Company Warrants shall not be able to exercise any fraction
of a Company Warrant) at an exercise price equal to the exercise price of the SPAC Private Warrants pursuant to Section 1.1(f)(iii)
and (III) the one SPAC Private Right forming part of the SPAC Private Unit shall be converted into one-tenth (1/10th)
of one Company Ordinary Share pursuant to Section 1.1(f)(iv).
(iii)
SPAC Warrants. At the Merger Effective Time, following the effectiveness of the Recapitalization, by virtue of the Merger and
without any action on the part of any Party or the holders of securities of SPAC, the Company or Merger Sub, each outstanding SPAC Public
Warrant and SPAC Private Warrant, including all SPAC Private Warrants and SPAC Public Warrants that were included in the SPAC Private
Units and SPAC Public Warrants, respectively, shall cease to be outstanding and shall automatically be canceled and retired and shall
cease to exist, and shall become and be converted into the right to receive a Company Warrant to purchase an equal number of Company
Ordinary Shares at an exercise price equal to the exercise price of the applicable SPAC Warrants, with the public or private nature of
the applicable SPAC Warrants being preserved in the Company Warrants. Each Company Warrant shall have, and be subject to, substantially
the same terms and conditions set forth in the SPAC Warrants, except that in each case they shall represent the right to acquire Company
Ordinary Shares in lieu of SPAC Class A Shares or as otherwise detailed in the Assignment, Assumption and Amendment to Warrant Agreement
in substantially the form attached as Exhibit D. At or prior to the Merger Effective Time, the Company shall take all corporate
action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Company Warrants remain
outstanding, a sufficient number of Company Ordinary Shares for delivery upon the exercise of such Company Warrants.
(iv)
SPAC Rights. At the Merger Effective Time, each issued and outstanding SPAC Right shall be automatically converted into the number
of Company Ordinary Shares that would have been received by the holder thereof if such SPAC Right had been converted upon the consummation
of a Business Combination in accordance with SPAC’s Organizational Documents, the IPO Prospectus and the Rights Agreement into
SPAC Class A Shares, but for such purposes treating it as if such Business Combination had occurred immediately prior to the Merger Effective
Time and the SPAC Class A Shares issued upon conversion of the SPAC Rights had then automatically been converted into Company Ordinary
Shares in accordance with Section 1.1(f) above. At the Merger Effective Time, the SPAC Rights shall cease to be outstanding and
shall automatically be canceled and retired and shall cease to exist. The holders of certificates previously evidencing SPAC Rights outstanding
immediately prior to the Merger Effective Time shall cease to have any rights with respect to such SPAC Rights, except as provided herein
or by Law. Each certificate formerly representing SPAC Rights shall thereafter represent only the right to receive Company Ordinary Shares
as set forth herein.
(v)
Cancellation of Share Capital Owned by SPAC. At the Merger Effective Time, by virtue of the Merger and without any action on the
part of any Party or the holders of any securities of SPAC, the Company or Merger Sub, each SPAC Share, and any other share of capital
stock of SPAC, (i) that are owned by SPAC as treasury shares, (ii) owned by any direct or indirect wholly-owned Subsidiary of SPAC or
(iii) that is issued or outstanding and owned directly or indirectly by the Company or Merger Sub immediately prior to the Merger Effective
Time (collectively, the “Cancelled Shares”) shall be automatically canceled and extinguished without any conversion
thereof or payment or other consideration therefor.
(vi)
Transfers of Ownership. Subject in all instances to Section 1.6 if any Company Ordinary Shares are to be issued in a name
other than the name in which the certificate surrendered in exchange therefor is registered, it will be a condition of the issuance thereof
that the certificate so surrendered will be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise
in proper form for transfer and that the person requesting such exchange will have paid to the Company or any agent designated by it
any transfer or other Taxes required by reason of the issuance of a certificate for securities of the Company in any name other than
that of the registered holder of the certificate surrendered, or established to the satisfaction of SPAC or any agent designated by it
that such tax has been paid or is not payable.
(vii)
Fractional Securities. No fractional Company Ordinary Shares shall be issued to holders of SPAC Securities. All fractional Company
Ordinary Shares held in the aggregate by a shareholder of SPAC shall be rounded to the closest integral number of Company Ordinary Shares.
(g)
Effect of the Merger on Merger Sub Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the
part of any Party or the holders of any securities of SPAC, the Company or Merger Sub, all of the Merger Sub Ordinary Shares issued and
outstanding immediately prior to the Merger Effective Time shall be converted into an equal number of ordinary shares of the Surviving
Company, with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding share capital
of the Surviving Company, and the Surviving Company shall be a direct wholly-owned Subsidiary of the Company.
(h)
Effect of the Merger on Issued Securities of the Company.
(i)
Prior to Closing (effective immediately prior to the Merger Effective Time and the transactions described in Section 1.1(f)),
the Company shall effect the actions described in this Section 1.1(h)(i) (collectively, the “Recapitalization”):
(A)
prior to the Closing and effective immediately prior to the Merger Effective Time and the transactions described in Section 1.1(f),
each then-outstanding Company Ordinary Share shall become and be converted into such number of Company Ordinary Shares as is determined
by multiplying (1) such Company Ordinary Share by (2) the quotient obtained by dividing (A) $60,000,000 by (B) $10.00, and subsequently
dividing such quotient by (C) the sum of (i) the number of Company Ordinary Shares then outstanding, and (ii) without duplication, the
number of Company Ordinary Shares issuable upon the exercise of all then-outstanding (x) Continuing Warrants (other than any Continuing
Warrants which are listed in Schedule 1.1(h)(i)(A)(x)), which shall be calculated on a net exercise basis,
and (y) Outstanding ITM Company Options, which shall be calculated on a net exercise basis, and taking such quotient to five decimal
places, which ratio is referred to as the “Conversion Ratio”, with all fractional Company Ordinary Shares being
rounded down to the next integral number of Company Ordinary Shares (such that following such Recapitalization, for the avoidance of
doubt, the Company Ordinary Shares shall be valued at $10.00 per share based on a $60,000,000 valuation on a fully-diluted basis), and
as a result of the Recapitalization, each Continuing Warrant and each Continuing Company Option which has not been exercised prior to
the Recapitalization shall be adjusted to reflect the Conversion Ratio; and
(B)
as a result of the Recapitalization, each Continuing Warrant and each Outstanding Company Option shall be adjusted to reflect the Recapitalization
as set forth in this Section 1.1(h);
(ii)
For the avoidance of doubt, all Company Ordinary Shares, Continuing Warrants and Continuing Company Options, in each instance, outstanding
prior to the consummation of the Merger, shall remain outstanding following the consummation of the Merger and shall in no way be affected
by the Merger except as set forth herein. For the avoidance of doubt, each Continuing Warrant and each Continuing Company Option, in
each instance, outstanding immediately prior to (and as part of) the consummation of the Recapitalization shall, without any action on
the part of the holder thereof and in accordance with the provisions of the outstanding Continuing Warrant or Continuing Company Option,
become a warrant or an option to purchase such number of Company Ordinary Shares, in each instance determined by (A) multiplying the
number of Company Ordinary Shares issuable upon such exercise of such security by the Conversion Ratio and (B) dividing the exercise
price of such security by the Conversion Ratio. No fractional Company Ordinary Shares shall be issued to holders of Company Ordinary
Shares. All fractional Company Ordinary Shares shall be rounded down to the closest integral number of Company Ordinary Shares, and the
adjusted purchase price or exercise price shall be computed to two decimal places.
(i)
Taking of Necessary Action; Further Action. If, at any time after the Merger Effective Time, any further action is necessary or
desirable to carry out the purposes of this Agreement and to vest the Surviving Company with full right, title and possession to all
assets, property, rights, privileges, powers and franchises of the SPAC and Merger Sub, the officers and directors of the Company are
fully authorized to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.
(j)
No Liability; No Further Ownership Rights. Notwithstanding anything to the contrary in this Section 1.1, none of the Company,
SPAC or Merger Sub or any Party hereto shall be liable to any Person for any amount properly paid to a public official pursuant to any
applicable abandoned property, escheat or similar Law. All consideration issuable in accordance with the consummation of the Merger shall
be deemed to have been paid in full satisfaction of all rights pertaining to any SPAC Securities and from and after the Merger Effective
Time, the holders thereof shall have no right other than to receive the consideration to be paid in connection with the Merger in accordance
with this Section 1.1. At the close of business on the day on which the Merger Effective Time occurs, the share transfer books
of SPAC shall be closed, and there shall be no further registration of transfers on the share transfer books of the Surviving Company
or the Company of the SPAC Securities that were outstanding immediately prior to the Merger Effective Time.
(k)
Certain Adjustments. Notwithstanding any provision of this Article I to the contrary (but excluding in all instances any
action taken as part of the Recapitalization), if, between the effectiveness of the Recapitalization and the Merger Effective Time, (i)
the outstanding Company Ordinary Shares shall have been increased, decreased, changed into or exchanged for a different number of shares
or different class, in each case, by reason of any reclassification, recapitalization, share sub-division (including share consolidation),
split-up, combination or exchange or readjustment of shares, (ii) a share capitalization or dividend payable in any other securities
of the Company shall be declared with a record date within such period, or (iii) any similar event shall have occurred, then, in each
case, the Company Ordinary Shares issuable hereunder in exchange for SPAC Securities, as well as the Company Ordinary Shares issuable
upon exercise of the Company Warrants and the Company Options, shall be appropriately adjusted to provide the holders thereof the same
economic effect as contemplated by this Agreement prior to such event.
1.2
Earnout.
(a)
Earnout Generally. At the Closing or as soon as reasonably practicable thereafter, and, in any case, by no later than seven (7)
Business Days after the Closing and after receipt of all required approvals from any applicable Governmental Authority for the Israeli
Prospectus (as defined in Section 5.15(a)), subject to the terms and conditions set forth herein, the Company shall issue to the
Company Shareholders who were Company Shareholders as of immediately prior to the Closing at a record date to be determined by the Company
in coordination with the TASE (the “Pre-Closing Company Shareholders”) an aggregate of Four Million (4,000,000)
non-tradeable, non-assignable rights (the “Earnout Rights”), to be allocated among the Pre-Closing Company
Shareholders according to their respective Pro Rata Shares. The Earnout Rights shall be automatically converted into Company Ordinary
Shares (by the Company issuing one Company Ordinary Share in lieu of each converted Earnout Right which shall be automatically cancelled
and extinguished upon such conversion), in an amount not to exceed Four Million (4,000,000) Company Ordinary Shares in the aggregate
(subject to adjustment after the Closing for share splits, combinations or exchange or readjustment
of shares, reorganizations, recapitalizations, share sub-divisions (including share consolidations), split-up and the like, including
to account for any equity securities into which such shares are exchanged or converted) (the “Earnout Shares”),
upon and subject to the occurrence of Earnout Milestone(s) (as defined below) during a five-year period (which shall commence as of the
first day of the full fiscal quarter immediately following the Closing) (the “Earnout Period”), subject to
the other terms set forth below, including the terms detailed in Sections 1.2(h)(i) and 1.2(h)(ii) below, and without the
payment of any consideration by the Pre-Closing Company Shareholders (other than, to the extent applicable, the transfer of the applicable
Withholding Amount (as defined below) by each respective Pre-Closing Company Shareholder in accordance with the terms set forth in Sections
1.2(h)(i) and 1.2(h)(ii) below). The Earnout Rights shall be issued through the “Nesher system” of the
TASE. The Earnout Rights shall convert automatically into Earnout Shares as follows and subject to the terms of Sections 1.2(h)(i)
and 1.2(h)(ii) below:
(i)
In the event that, at any time during the Earnout Period, (A) the gross revenue of the Company on a consolidated basis (including gross
revenue of any type and nature (including but not limited to gross revenue derived, generated or attributable to (i) any acquisition(s)
made by the Company or its Subsidiary(ies), (ii) any financing revenue (net of any placement agent, finders’ or similar fees and
related transaction fees and expenses of such financing) and any other gross revenue, either recurring or derived, generated or attributable
and recognized one-time) as recorded in the Company’s quarterly financial statements reviewed by the Company’s independent
accountants and included in the quarterly report of the Company filed with the SEC for such period) (if relevant, the results of the
fourth quarter shall be extracted from the financial statements filed by the Company with the SEC with respect to the full fiscal year)
(the “Gross Revenue”) is in the aggregate greater than or equal to ten million dollars ($10,000,000.00) for
any four fiscal quarters within a consecutive five fiscal quarter period (the “First Revenue Earnout Milestone”)
or (B) the VWAP of the Company Ordinary Shares equals or exceeds $12.00 (as adjusted for share splits, share dividends, combinations
or exchange or readjustment of shares, reorganizations and recapitalizations, share sub-division (including share consolidation),
split-up and the like) (the “Tier I Share Price Target,”
and with the First Revenue Milestone, each a “First Earnout Milestone”) for any twenty (20) Trading Days within
any thirty (30) consecutive Trading Day period during the Earnout Period, then, subject to the terms and conditions of this Agreement,
twenty-five (25%) of the Earnout Rights (“First Level Contingent Share Consideration”) shall automatically
convert to twenty-five (25%) of the Earnout Shares as soon as practicable following the settlement of the applicable Earnout Milestone
as detailed in Section 1.2(b) and/or 1.2(c) below, as applicable;
(ii)
In the event that, at any time during the Earnout Period, (A) the Gross Revenue is in the aggregate greater than or equal to twenty million
dollars ($20,000,000.00) for any four fiscal quarters within a consecutive five fiscal quarter period (the “Second Revenue
Earnout Milestone”) or (B) the VWAP of the Company Ordinary Shares equals or exceeds $16.00 (as adjusted for share splits,
share dividends, combinations or exchange or readjustment of shares, reorganizations and
recapitalizations, share sub-division (including share consolidation), split-up and the like)
(the “Tier II Share Price Target,” and with the Second Revenue Milestone, each a “Second
Earnout Milestone”) for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period during the Earnout
Period, then, subject to the terms and conditions of this Agreement, thirty-five (35%) of the Earnout Rights (“Second Level
Contingent Share Consideration”) shall automatically convert to thirty-five (35%) of the Earnout Shares as soon as practicable
following the settlement of the applicable Earnout Milestone as detailed in Section 1.2(b) and/or 1.2(c) below, as applicable;
and
(iii)
In the event that, at any time during the Earnout Period, (A) the Gross Revenue is in the aggregate greater than or equal to thirty million
dollars ($30,000,000.00) for any four fiscal quarters within a consecutive five fiscal quarter period (the “Third Revenue
Earnout Milestone,” (i) and with the First Revenue Earnout Milestone and Second Revenue Milestone, each a “Revenue
Earnout Milestone”) or (B) the VWAP equals or exceeds $23.00 per Company Share (as adjusted for share splits, share dividends,
combinations or exchange or readjustment of shares, reorganizations and recapitalizations,
share sub-division (including share consolidation), split-up and the like) (the “Tier
III Share Price Target,” (i) and with the Tier I Share Price Target and the Tier II Share Price Target, each a “Price
Earnout Milestone” and (ii) and with the Third Revenue Milestone, each a “Third Earnout Milestone”)
for any twenty (20) Trading Days within any thirty (30) consecutive Trading Day period during the Earnout Period, then, subject to the
terms and conditions of this Agreement, forty (40%) of the Earnout Rights (“Third Level Contingent Share Consideration”)
shall automatically convert to forty (40%) of the Earnout Shares as soon as practicable following the settlement of the applicable Earnout
Milestone as detailed in Section 1.2(b) and/or 1.2(c) below, as applicable.
Subject
to the preceding paragraphs, in the event that the applicable Earnout Milestones are not met by the end of the Earnout Period, the respective
Earnout Rights applicable to such Earnout Milestones shall expire and the Pre-Closing Company Shareholders shall not be entitled to receive
the applicable portion of the Earnout Shares. For the avoidance of doubt, in the event the Company meets at the same measurement period
the milestones for the Second Level Contingent Share Consideration and the First Level Contingent Share Consideration, then the issuance
will also include the First Level Contingent Share Consideration. In the event the Company meets at the same measurement period the milestones
for the Third Level Contingent Share Consideration and Second Level Contingent Share Consideration and the First Level Contingent Share
Consideration, then the issuance will also include the entitlement for the First Level Contingent Share Consideration and the Second
Level Contingent Share Consideration. For the avoidance of doubt, each fiscal quarter may be counted for more than once for determining
whether any Earnout Milestone has been met. Additionally, if during the Earnout Period any Earnout Milestone is achieved once and then
thereafter the same Earnout Milestone is achieved again, then, for the avoidance of doubt, the portion of the Earnout Rights corresponding
to the applicable Earnout Milestone shall only be converted once.
The
issuance of the Earnout Rights will be subject to the prior receipt of the TASE’s approval for the listing of the Earnout Shares
for trading. The Earnout Shares will be listed for trading on the stock exchange or exchanges where the Company Ordinary Shares will
be listed for trading on the date of the conversion of the applicable Earnout Rights.
(b)
Determination of Earnout.
(i)
With respect to the achievement of the Price Earnout Milestones, during the Earnout Period the Company’s Chief Financial Officer
(the “CFO”) shall monitor on an ongoing basis the VWAP of the Company Ordinary Shares on the principal securities
exchange or securities market on which the Company Ordinary Shares are then traded on each Trading Day during the Earnout Period, and
as soon as practicable (and in any event within five (5) Business Days) after the applicable Price Earnout Milestone has been achieved,
the CFO shall prepare and deliver to each of the Representative Parties a written statement of that fact accompanied by the relevant
VWAP calculation (each, a “Price Earnout Statement”). Each Representative Party shall have five (5) Business
Days after its receipt of a Price Earnout Statement to review it, and each Representative Party and its Representatives on its behalf
may make inquiries to the CFO and related Company personnel and advisors regarding questions concerning or disagreements with the Price
Earnout Statement arising in the course of their review thereof, and the Company shall cooperate in good faith in connection therewith.
If either Representative Party has any objections to a Price Earnout Statement, such Representative Party shall deliver to the Company
(to the attention of the CFO) and the other Representative Party a statement setting forth its objections thereto (in reasonable detail).
If such written statement is not delivered by a Representative Party within five (5) Business Days following the date of delivery of
each Price Earnout Statement, then such Representative Party shall have waived its right to contest such Price Earnout Statement and
the calculation of the VWAP of the Company Ordinary Shares during the applicable portion of the Earnout Period (and whether a Price Earnout
Milestone has been achieved) as set forth therein. If such written statement is delivered by a Representative Party within such five
(5) Business Day period, then the Representative Parties shall negotiate in good faith to resolve any such objections for a period of
five (5) Business Day thereafter. If the Representative Parties do not reach a final resolution within such five (5) Business Day period,
then upon the written request of either Representative Party the Representative Parties will refer the dispute to the Independent Expert
for final resolution of the dispute in accordance with Section 1.2(c). The Company shall issue a press release once the Price
Earnout Milestone has been settled in accordance with the mechanism above, or earlier immediately following the reaching of a written
agreement (or no objections) between the Company and the Representative Parties. The actual conversion of the Earnout Rights into Earnout
Shares shall be made as soon as practicable in accordance with the then applicable rules of the TASE (to the extent that the Company
is listed for trading on the TASE at such time) and subject to the terms set forth in Sections 1.2 (h)(i) and 1.2(h)(ii)
below.
(ii)
As soon as practicable (but in any event within two (2) Business Days) after each date of filing with the SEC of the Company’s
quarterly financial statements during the Earnout Period (if relevant, the results of the fourth quarter shall be extracted from the
financial statements filed by the Company with the SEC with respect to the full fiscal year), the CFO will prepare and deliver to the
Representative Parties, a written statement (each, a “Revenue Earnout Statement” and any of a Price Earnout
Statement or a Revenue Earnout Statement, an “Earnout Statement”) that sets forth the CFO’s determination
in accordance with the terms of this Section 1.2 of the Gross Revenue for the applicable measurement period and whether any applicable
Revenue Earnout Milestone has been satisfied for any four quarter (out of five consecutive quarter) period during the Earnout Period.
Each Representative Party will have ten (10) calendar days after its receipt of a Revenue Earnout Statement to review it, and each Representative
Party may make inquiries to the CFO and related personnel and advisors of the Company and its Subsidiaries regarding questions concerning
or disagreements with the Revenue Earnout Statement arising in the course of their review thereof, and the Company and its Subsidiaries
shall cooperate in good faith in connection therewith. If either Representative Party has any objections to a Revenue Earnout Statement,
such Representative Party shall deliver to the CFO and the other Representative Party a statement setting forth its objections thereto
(in reasonable detail). If such written statement is not delivered by a Representative Party within ten (10) calendar days following
the date of delivery of such Revenue Earnout Statement, then such Representative Party will have waived its right to contest such Revenue
Earnout Statement and the determination of the Gross Revenue and for such four quarter (out of five consecutive quarters) period (and
whether the Revenue Earnout Milestone has been satisfied for such consecutive five quarter period) as set forth therein. If such written
statement is delivered by a Representative Party within such ten (10) calendar day period, then the Representative Parties shall negotiate
in good faith to resolve any such objections for a period of ten (10) calendar days thereafter. If the Representative Parties do not
reach a final resolution within such ten (10) calendar day period, then, upon the written request of either Representative Party, the
Representative Parties will refer the dispute to the Independent Expert for final resolution of the dispute in accordance with Section
1.2(c) below. The Company shall issue a press release once the applicable Revenue Earnout Milestone has been settled in accordance
with the mechanism above, or earlier immediately following the reaching of a written agreement (or no objections) between the Company
and the Representative Parties. The actual conversion of the Earnout Rights into Earnout Shares shall be made as soon as practicable
in accordance with the then applicable rules of the TASE (to the extent that the Company is listed for trading on the TASE at such time)
and subject to the terms set forth in Sections 1.2 (h)(i) through 1.2(h)(ii) below.
(iii)
To the extent that at any time during the Earnout Period the Company Ordinary Shares shall only be listed for trading on TASE, then,
for the purpose of making the above determinations with respect to the occurrence of any Earnout Milestone, the VWAP USD prices referenced
in Section 1.2(a) shall be deemed replaced with NIS equivalents based on the average USD:NIS exchange rate published by the Bank of Israel
over the last fiscal quarter during which the Company Ordinary Shares had been trading on NASDAQ.
(iv)
For the avoidance of doubt, and notwithstanding anything to the contrary herein, in the event that there is a dispute with respect to
an Earnout Statement on the date on which the Earnout Period ends, then the end of the Earnout Period shall not affect the right of the
Pre-Closing Company Shareholders to receive such Earnout Shares relating to the Earnout Statement in dispute, and if it is resolved in
such dispute resolution in accordance with the terms of this Section 1.2 that the applicable Earnout Milestone has been achieved
as set forth in the applicable Earnout Statement, the Pre-Closing Company Shareholders shall be entitled to receive the applicable Earnout
Shares irrespective of the lapse of the Earnout Period.
(c)
Dispute Resolution. If a dispute with respect to an Earnout Statement is submitted in accordance with this Section 1.2
to the Independent Expert for final resolution, the Parties will follow the procedures set forth in this Section 1.2(c). Each
of the Holder Representative and the SPAC Representative agrees to execute, if requested by the Independent Expert, a reasonable engagement
letter with respect to the determination to be made by the Independent Expert. All fees and expenses of the Independent Expert, and all
other out-of-pocket costs and expenses incurred by a Representative Party in connection with resolving any dispute hereunder before the
Independent Expert, shall be borne by the Company. The Independent Expert shall determine only those issues still in dispute as of the
Independent Expert Notice Date and the Independent Expert’s determination shall be based solely upon and consistent with the terms
and conditions of this Agreement. The determination by the Independent Expert shall be based solely on presentations with respect to
such disputed items by the SPAC Representative and the Holder Representative to the Independent Expert and not on the Independent Expert’s
independent review; provided, that such presentations will be deemed to include any work papers, records, accounts or similar materials
delivered to the Independent Expert by a Representative Party in connection with such presentations and any materials delivered to the
Independent Expert in response to requests by the Independent Expert. Each of the Holder Representative and the SPAC Representative shall
use their reasonable efforts to make their respective presentations as promptly as practicable following submission to the Independent
Expert of the disputed items, and each such Representative Party shall be entitled, as part of its presentation, to respond to the presentation
of the other Representative Party and any questions and requests of the Independent Expert. In deciding any matter, the Independent Expert
shall be bound by the provisions of this Agreement, including this Section 1.2. It is the intent of the parties hereto that the
activities of the Independent Expert in connection herewith are not (and should not be considered to be or treated as) an arbitration
proceeding or similar arbitral process and that no formal arbitration rules should be followed (including rules with respect to procedures
and discovery). The Representative Parties shall request that the Independent Expert’s determination be made within fifteen (15)
days after its engagement, or as soon thereafter as possible, will be set forth in a written statement delivered to the Representative
Parties and shall be final, conclusive, non-appealable and binding for all purposes hereunder (other than for fraud or manifest error).
(d)
Covenants Regarding Financial Reporting. The Company hereby agrees that, commencing as of the Merger Effective Date, for each
of its 2023, 2024 and 2025 fiscal years, it (i) shall not change its fiscal year end from December 31 of such year, (ii) shall report
its revenues and other financial information in U.S. dollars (or in NIS, if the Company shall be required pursuant to any applicable
Law or the rules and regulations of the ISA and/or the TASE to report the same) and (iii) shall keep such financial books and records
as reasonably necessary to permit the Company to determine its Gross Revenue and other financial information in accordance with the terms
of this Agreement.
(e)
Changes in Business. Subject to the requirements of this Section 1.2, each of the Company and its Subsidiaries, including
the Surviving Company, shall be permitted, following the Closing, to make changes at its sole discretion to its operations, organization,
personnel, accounting practices and other aspects of its business, including actions that may have an impact on Gross Revenue, the share
price of the Company Ordinary Shares and/or Company Continuing Warrants or otherwise the ability of the Company Shareholders to earn
the Earnout Shares in accordance with this Section 1.2, and the Company Shareholders shall not have any right to claim the loss
of all or any portion of any Earnout Shares or other damages as a result of such decisions. Notwithstanding the foregoing, Company shall
not, and shall cause its Subsidiaries not to, take or omit to take any action that is in bad faith and has the primary purpose of avoiding,
reducing or preventing the achievement or attainment of the Earnout Milestones.
(f)
At all times prior to the issuance of all of the Earnout Shares, Company shall keep available for issuance a sufficient number of unissued
Company Ordinary Shares to permit Company to satisfy its issuance obligations set forth in this Section, shall take all actions
required to increase the authorized number of Company Ordinary Shares if at any time there shall be insufficient unissued shares of Company
Ordinary Shares to permit such reservation and shall not enter into any contract or agreement that is in conflict with or would cause
Company to violate its obligations under this sentence.
(g)
Notwithstanding anything to the contrary herein, to the extent required following the Closing by the TASE and/or ISA and/or NASDAQ and/or
SEC and/or ITA, the Company shall be authorized to make any adjustments or amendments regarding the terms of the then-outstanding Earnout
Rights for share splits, share dividends, combinations or exchange or readjustment of shares, reorganizations,
recapitalizations, reclassifications, share sub-divisions (including share consolidations), split-up and the like. Notwithstanding
anything to the contrary herein, subject to the SPAC Representative’s prior written approval, which shall not be unreasonably withheld,
the Company may amend the terms of the Earnout Rights to provide that the conversion of the Earnout Rights into Company Shares will be
made at the election of the Pre-Closing Company Shareholders and the Earnout Rights will not automatically be converted into Company
Ordinary Shares absent such election.
(h)
Notwithstanding anything to the contrary herein, following the date of this Agreement:
(i)
The Company shall apply to the ITA in order to receive a pre-ruling/written instructions in consultation with the SPAC and its counsel
(the “Earnout Ruling”) for the purpose of determining the tax treatment that will apply to the conversion of
the Earnout Rights into Earnout Shares and the issuance of the Earnout Shares.
(ii)
The Company shall appoint a paying agent (the “Paying Agent”) which shall be responsible for, among other things,
executing and applying the tax treatment according to the Earnout Ruling. Such paying agent shall also responsible for the following:
(A)
opening a trust account into which the Earnout Shares shall be deposited upon issuance;
(B)
contacting TASE members in order to receive any required information regarding the Pre-Closing Company Shareholders, including the number
and identity thereof and the number of Company Ordinary Shares held by such Pre-Closing Company Shareholders;
(C)
transferring the applicable Earnout Shares to the applicable TASE members according to the information provided by such TASE members;
(D)
in the event that at or prior to the conversion of any portion of the Earnout Rights, the Paying Agent is unable to determine to which
TASE member any Earnout Shares are to be transferred upon such conversion (either because any Pre-Closing Company Shareholders were not
identified or otherwise), then the Paying Agent shall use its commercial reasonable efforts for a period of up to 180 days unless extended
by the Company and the Paying Agent (the “Additional Period”), in order to identify and determine to which
TASE member(s) the applicable portion of such Earnout Shares are to be transferred for the respective Pre-Closing Company Shareholder(s),
and shall cooperate with any Person appointed by the Company for such purpose, and in the event that any such TASE member has been identified
and determine prior to the lapse of the Additional Period, the Paying Agent shall transfer the applicable Earnout Shares thereto. At
the lapse of the Additional Period, any remaining amount of Earnout Shares with respect to which the Paying Agent was unable to determine
to which TASE member such Earnout Shares need to be transferred, shall be transferred, subject to applicable Law, to the Company, which
shall hold them for the benefit of any Pre-Closing Company Shareholder(s) who may be entitled thereto. In the event that such transfer
is not permitted pursuant to applicable Law, the Company and the Paying Agent shall be authorized to determine that such Earnout Shares
be placed in a designated escrow account for a pre-determined period for the benefit of any Pre-Closing Company Shareholder(s) who may
be entitled thereto.
(E)
Notwithstanding anything to the contrary herein, in the event that any Tax shall be required to be withheld in connection with the conversion
of the Earnout Rights (or any part thereof) and/or issuance of the Earnout Shares (or any part thereof) pursuant to the Earnout Ruling
or pursuant to applicable Law relating to Taxes, any TASE member or the Paying Agent shall be authorized to withhold such Tax on such
terms and dates detailed in the Earnout Ruling.
1.3
Withholding.
(a)
Each of SPAC, the Company Merger Sub (and each of their respective Affiliates), the Exchange Agent, TASE member(s) and/or an Israeli
paying agent mutually agreed upon between the Company and the SPAC Representative (each, a “Withholding Party”)
shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any consideration (for the avoidance of doubt, including
the transfer or allocation of granting Company shares or any right to receive Company shares to the SPAC securityholders or any receiver
according to the Agreement) payable pursuant to this Agreement such amounts as are required to be deducted and withheld under applicable
Law relating to Taxes. To the extent that amounts are so withheld and timely remitted to the applicable Governmental Authority, such
withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction
and withholding was made.
(b)
For the avoidance of doubt, prior to the Closing, any receiver of any consideration (including shares or a right to receive shares of
the Company) paid by the Company, including the securityholders of the SPAC, may obtain a zero withholding tax certificate, ruling or
other written instructions regarding Tax withholding, issued by the ITA, in form and substance acceptable to Company in its reasonable
discretion (a “Valid Certificate”). Each of the Parties shall fully cooperate and provide the other Parties
with prompt notice of any withholding it believes is required (other than withholding in respect of compensatory payments, and backup
withholding). In the event that a Withholding Party receives a demand from the ITA to withhold any amount out of the amount held by such
Withholding Party for distribution to a particular payee, such Withholding Party shall notify such payee promptly. The Parties shall
cooperate in good faith and use commercially reasonable efforts to eliminate or reduce any such deduction or withholding (including through
the request and provision of any statements, forms or other documents to reduce or eliminate any such deduction or withholding). Upon
the written request of any Person with respect to which amounts were deducted or withheld, the Withholding Party shall use commercially
reasonable efforts to provide such Person with a copy of documentary evidence of remittance of such amounts.
(c)
Notwithstanding anything to the contrary in this Agreement, the Parties hereto agree that no withholding or a reduced amount of withholding
under Israeli Tax Laws will be made from any consideration payable or otherwise deliverable hereunder to any SPAC securityholder if such
person provides the Company with a Valid Certificate.
(d)
Each SPAC securityholder who holds five percent (5%) or more of the issued share capital of the SPAC ten (10) days prior to Closing Date
(a “5% Holder”) will deliver to the Company a signed declaration indicating that it is not an Israeli Tax resident
and that it does not maintain a permanent establishment in Israel in the form attached as Schedule 1.3(d) (a “Tax
Declaration”), at least three (3) Business Days prior to the time such payment of consideration is to be made. In addition,
in the event that any 5% Holder does not deliver the Tax Declaration to the Company by such date, then the consideration such 5% Holder
is entitled to receive pursuant to this Agreement shall be transferred by the Exchange Agent to, and retained by, an Israeli paying agent
to be appointed by the SPAC and the Company for the respective benefit of each such 5% Holder for a period of 180 days from the Closing
Date (which period may be extended by an additional 180 days subject to mutual consent of the Company and the SPAC Representative) (the
“5% Holder Withholding Drop Date”), during which period the Israeli paying agent shall not pay or deliver any
consideration to such 5% Holder and shall not withhold any Israeli Tax from such consideration. During such period, each 5% Holder who
has not timely delivered a Tax Declaration prior to the Closing, may (i) deliver a Tax Declaration, (ii) obtain a Valid Certificate,
or (iii) be included in a ruling (or any other written instructions) which shall be obtained by SPAC (or, following the Closing, the
Company) from the ITA, stating that no withholding of any Israeli Tax (or reduced withholding of Israeli Tax) is required with respect
to such consideration or providing any other instructions regarding Tax withholding (each, a “5% Holder Tax Document”).
In the event that such 5% Holder submits a 5% Holder Tax Document to the Israeli paying agent no later than three (3) Business Days before
the 5% Holder Withholding Drop Date, the Israeli paying agent shall withhold and timely transfer to the ITA an amount from such 5% Holder’s
consideration pursuant to this Agreement as specified in the 5% Holder Valid Certificate. In the event that a 5% Holder fails to submit
a 5% Holder Tax Document to the Israeli paying agent by no later than three (3) Business Days before the 5% Holder Withholding Drop Date,
the Israeli paying agent shall withhold and timely transfer to the ITA an amount from such 5% Holder’s consideration pursuant to
this Agreement as required under applicable Law. To the extent that the Israeli paying agent is required to withhold Israeli Taxes on
behalf of a 5% Holder, the 5% Holder shall provide the Israeli paying agent with the cash amount due with regards to such Israeli Taxes
within three (3) Business Days from receipt of a request from the Israeli paying agent to make such payment, and in any event prior to
the release of the consideration deliverable or payable to the 5% Holder. In the event that the 5% Holder fails to provide the Israeli
paying agent with the cash amount necessary to satisfy such Israeli Taxes within such period, the Israeli paying agent shall be entitled
to sell the 5% Holder’s share consideration and shall sell such shares, on behalf of and for the benefit of such 5% Holder on the
open market to a person other than the Company or any Affiliate of the Company to the extent necessary to satisfy the amount due with
regards to such Israeli Taxes. Any cash proceeds from any such sale in excess of the amount of Israeli Taxes due with respect to such
5% Holder, net of any expenses, shall be delivered to the applicable 5% Holder and the Israeli Taxes shall be remitted to the ITA. Any
costs or expenses incurred by the Israeli paying agent in connection with such sale shall be borne by such 5% Holder. For the avoidance
of doubt, such 5% Holder may choose to transfer such withholding amount in cash to the Israeli paying agent at least (3) Business Days
prior to the 5% Holder Withholding Drop Date and receive the full amount of share consideration to which the 5% Holder is entitled without
withholding.
(e)
Notwithstanding anything to the contrary in this Agreement, the SPAC, in coordination with the Company, following the signing date of
the Agreement will file with the ITA the application for the WHT Ruling. The SPAC shall cause its legal counsel to coordinate all activities
in relation to preparation and filing of such application and obtaining the WHT Ruling with the Company and its legal counsel, subject
to a prior reviewal and approval by the Company legal counsel, including any written or oral submissions, meetings with the tax authorities,
as may be necessary proper and advisable. Subject to the terms and conditions hereof, the SPAC shall promptly take, or cause to be taken,
all commercially reasonable actions and to do, or cause to be done, all commercially reasonable things necessary, proper or advisable
under applicable law to obtain the WHT Ruling. For the avoidance of doubt the WHT Ruling provisions shall apply to each SPAC securityholder
who holds less than five percent (5%) of the issued share capital of the SPAC ten (10) days prior to Closing Date.
(f)
Notwithstanding the foregoing or anything to the contrary in this Agreement, if the WHT Ruling has not been obtained prior to the applicable
withholding date, the SPAC will provide the Company with a declaration in the form attached hereto as Schedule 1.3(f) (the “SPAC
Declaration”).
(g)
Notwithstanding the aforesaid in this Section 1.3, if, as of the Closing, the WHT Ruling has not been obtained (and if the WHT
Ruling is obtained as of the Closing, then with respect to any SPAC securityholder that is not exempt from withholding pursuant to the
WHT Ruling), then:
(i)
any consideration payable to any SPAC securityholder (other than 5% Holders) shall be retained by the Exchange Agent (through the Israeli
paying agent or TASE member(s)) for the benefit of such payee until the first to occur of as applicable (A) the date on which such payee
delivers to the Exchange Agent a Tax Declaration, or (B) if such payee fails to deliver a Tax Declaration, the date of delivery of a
Valid Certificate, or (C) the date of receipt of the WHT Ruling or the SPAC Declaration with respect to each SPAC securityholder who
holds less than five percent (5%) of the share capital of the SPAC ten (10) days prior to Closing Date, and (D) the date that is 180
days from the Closing Date (the “Withholding Drop Date”), and
(ii)
if any SPAC securityholder (other than 5% Holders) has not provided a Tax Declaration or a Valid Certificate to the Exchange Agent at
least three (3) Business Days prior to the Withholding Drop Date; and provided that the WHT Ruling or the SPAC Declaration applicable
to such payee were not submitted to the Exchange Agent at least three (3) Business Days prior to the Withholding Drop Date, then the
amount to be withheld from such payee’s portion of the consideration shall be calculated according to the applicable withholding
rate in accordance with applicable Law (the “Withholding Amount”). For the avoidance of doubt, such payee can
choose to transfer the applicable Withholding Amount in cash to the Israeli paying agent at least (3) Business Days prior to the Withholding
Drop Date and to receive the full amount of consideration which the payee entitled to it without withholding.
(iii)
If any payee (other than a 5% Holder) has provided a Tax Declaration or a Valid Certificate to the Exchange Agent at least three (3)
Business Days prior to the Withholding Drop Date or if the WHT Ruling or the SPAC Declaration is submitted to the Exchange Agent at least
three (3) Business Days prior to the Withholding Drop Date, then the consideration payable to such payee shall not be subject to Israeli
withholding taxes; provided, however, that if there are SPAC securityholders (other than a 5% Holder) who are considered Israeli residents
according to the SPAC Declaration, the required withholding shall be made only with respect to those Israeli securityholders. For the
avoidance of doubt, the SPAC Declaration shall be deemed to apply to all other SPAC securityholders which according to the SPAC Declaration
are not considered Israeli tax residents (and are not 5% Holders).
1.4
Intended Tax Treatment.
(a)
Each of the Parties agrees that the Merger is intended to qualify for the Intended Tax Treatment. The Parties shall, and shall cause
their Affiliates to, report for all Tax purposes in a manner consistent with the Intended Tax Treatment (including attaching the statement
described in Treasury Regulations Section 1.368-3(a) on or with its Tax Return for the taxable year of the Merger) and shall not, and
shall cause their Affiliates not to, take any inconsistent position on any Tax Return except to the extent required by applicable Law
(including the Code, Treasury Regulations or other IRS published guidance), or required pursuant to a “determination” within
the meaning of Section 1313(a) of the Code (or any similar U.S. state, local or non-U.S. Law); provided, that (subject to the immediately
succeeding proviso) the Parties shall use commercially reasonable efforts exercised in good faith to defend and affirm the Intended Tax
Treatment in respect of any challenge by an applicable Governmental Authority; provided further, that nothing in this Section
1.4 shall (i) prevent any Party or any of their respective Affiliates or Representative Parties from settling such challenge
after using commercially reasonable efforts exercised in good faith to defend against such challenge or (ii) require or be interpreted
to obligate any Party or any of their respective Affiliates or Representative Parties to litigate or defend against any such challenge
in a court of competent jurisdiction. No Party shall assert that such reporting is not permitted by Law unless (i) such Party first
makes a determination in good faith based on advice of a law firm or accounting firm that such reporting is not permitted by Law and
(ii) consults in good faith with the other Parties about such determination.
(b)
So long as there has not been an agreement by Sponsor, SPAC and the Company that the Intended Tax Treatment is not permitted by Law or
a “determination” within the meaning of Section 1313(a) of the Code that the Intended Tax Treatment is not permitted by Law,
the Parties shall use commercially reasonable efforts to comply with the covenants set forth in Section 5.22(b).
(c)
Each of the Parties acknowledge and agree that each has had the opportunity to obtain independent legal and Tax advice with respect to
the transactions contemplated by this Agreement. Each of the Parties hereto further acknowledges and hereby agrees that (i) it is not
a condition to the Closing that the Merger qualifies for the Intended Tax Treatment and (ii) neither the Company nor the Merger Sub shall
have any liability or obligation to any Person (including any person who at any time held shares or warrants of SPAC) if the Merger does
not qualify for the Intended Tax Treatment.
1.5
Dissenter’s Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the
Cayman Act, SPAC Shares that are outstanding immediately prior to the Merger Effective Time and that are held by shareholders of the
SPAC who shall have demanded properly in writing dissenters’ rights for such SPAC Shares in accordance with Section 238 of the
Cayman Act and otherwise complied with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’
rights shall not be converted into, and such shareholders shall have no right to receive, the applicable Merger Consideration unless
and until such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissenters’ rights under the
Cayman Act. The SPAC Shares owned by any shareholder of SPAC who fails to perfect or who effectively withdraws or otherwise loses his,
her or its dissenters’ rights pursuant to the Cayman Act shall thereupon be deemed to have been converted into, and to have become
exchangeable for, as of the Merger Effective Time, the right to receive the applicable Merger Consideration, without any interest thereon.
Prior to the Closing, SPAC shall give the Company and the Company Representative prompt notice of any demands for dissenters’ rights
received by SPAC and any withdrawals of such demands and the SPAC shall have complete control over all negotiations and proceedings with
respect to such dissenters’ rights (including the ability to make any payment with respect to any exercise by a shareholder of
its rights to dissent from the Merger or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal
of any such dissenter rights or demands).
1.6
SPAC Securities and Certificates.
(a)
Prior to the Merger Effective Time, the Company and SPAC shall appoint Continental Stock Transfer & Trust Company as exchange agent,
or shall appoint another exchange agent reasonably acceptable to the Company and SPAC (in such capacity, the “Exchange Agent”),
for the purpose of (i) exchanging each SPAC Share for the SPAC Shares Merger Consideration and (ii) exchanging each SPAC Warrant on the
warrant transfer books of SPAC immediately prior to the Merger Effective Time for the Company Warrants issuable in respect of such SPAC
Warrants in accordance with the provisions of this Agreement.
(b)
All securities issued upon the surrender of SPAC Securities in accordance with the terms hereof shall be deemed to have been issued in
full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of SPAC Securities
shall also apply to the Company Ordinary Shares and Company Warrants so issued in exchange. To the extent that such SPAC Securities are
represented by physical certificates, the holders of such SPAC Securities will be provided a letter of transmittal to send their certificated
SPAC Securities to the transfer agent and warrant agent for the Company Ordinary Shares and Company Warrants, which shall be the same
as the transfer agent and warrant agent for SPAC Securities, and such transfer agent or warrant agent will, upon receipt of completed
documentation, issue the Company Ordinary Shares and Company Warrants that are issuable in respect of the holder’s SPAC Securities.
To the extent that the SPAC Securities are held in book entry, the issuance of Company Ordinary Shares or Company Warrants will automatically
be made by the transfer agent and warrant agent.
(c)
In the event any certificates shall have been lost, stolen or destroyed, the Company shall issue in exchange for such lost, stolen or
destroyed certificates or securities, as the case may be, upon the making of an affidavit of that fact by the holder thereof (a “Lost
Certificate Affidavit”), such securities, as may be required pursuant to Section 1.1(f); provided, however,
that the Company may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen
or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against
the Company with respect to the certificates alleged to have been lost, stolen or destroyed.
(d)
If the SPAC Shares Merger Consideration is to be issued to a Person other than the holder of the SPAC Shares in whose name the transferred
SPAC Share in book-entry form is registered, it shall be a condition to the issuance of the SPAC Shares Merger Consideration that (i)
the recipient of such SPAC Shares Merger Consideration, or the Person in whose name such SPAC Shares Merger Consideration is delivered
or issued, shall have already executed and delivered duly executed counterparts to the applicable transmittal documents as are reasonably
deemed necessary by the Exchange Agent, (ii) such SPAC Shares in book-entry form shall be properly transferred, and (iii) the Person
requesting such consideration pay to the Exchange Agent any transfer Taxes required as a result of such consideration being issued to
a Person other than the registered holder of such SPAC Share in book-entry form or establish to the satisfaction of the Exchange Agent
that such transfer Taxes have been paid or are not payable.
(e)
If the Company Warrants to be issued to a Person other than the holder in whose name the transferred SPAC Warrant in book-entry form
is registered, it shall be a condition to the issuance of the Company Warrants that (i) the recipient of such Company Warrant, or the
Person in whose name such Company Warrant is to be issued, shall have already executed and delivered duly executed counterparts to the
applicable transmittal documents as are reasonably deemed necessary by the Exchange Agent, (ii) such SPAC Warrant in book-entry form
shall be properly transferred and (ii) the Person requesting such consideration pay to the Exchange Agent any transfer Taxes required
as a result of such consideration being issued to a Person other than the registered holder of such SPAC Warrant in book-entry form or
establish to the satisfaction of the Exchange Agent that such transfer Taxes have been paid or are not payable.
(f)
After the Merger Effective Time, the register of shareholders of SPAC shall be closed, and thereafter there shall be no further registration
on the register of shareholders of the Surviving Company of transfers of SPAC Shares that were issued and outstanding immediately prior
to the Merger Effective Time.
(g)
All securities issued upon the surrender of certificates representing the SPAC Securities (or delivery of a Lost Certificate Affidavit)
in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to SPAC Shares
represented by such certificates representing SPAC Securities. Any Company Ordinary Shares made available to the Exchange Agent pursuant
to this Section 1.6 that remains unclaimed by any holder of SPAC Shares one (1) year after the Merger Effective Time shall be
delivered to the Company or as otherwise instructed by the Company, and any holder of SPAC Shares who has not exchanged his, her or its
SPAC Shares for the SPAC Shares Merger Consideration in accordance with this Section 1.6 prior to that time shall thereafter look
only to the Company for the issuance of the SPAC Shares Merger Consideration without any interest thereon (but with any dividends paid
with respect thereto). None of the Company, the Surviving Company or any of their respective Affiliates shall be liable to any Person
in respect of any consideration delivered to a public official pursuant to any applicable abandoned property, unclaimed property, escheat,
or similar Law. Any SPAC Shares Merger Consideration remaining unclaimed by the holders of SPAC Shares immediately prior to such time
when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by
applicable Law, the property of the Company free and clear of any claims or interest of any Person previously entitled thereto.
1.7
Listing. For the avoidance of doubt and notwithstanding anything to the contrary herein, unless otherwise expressly provided in
this Agreement or any Ancillary Document, following the Closing and until the earlier of (i) as otherwise determined by the Company board
of directors and (ii) as otherwise required pursuant to applicable Law or Order, the Company shall use its reasonable commercial efforts
to ensure that (A) the Company Ordinary Shares remain listed for trading on the NASDAQ and the TASE, (B) the Company Public Warrants
remain listed for trading on the NASDAQ and the Company Ordinary Shares issuable upon the exercise thereof pursuant to their terms shall
be listed for trading on the NASDAQ and the TASE, (C) the Company Ordinary Shares issuable upon the exercise of the Company Private Warrants
shall be listed for trading on the NASDAQ and TASE, (D) the Company Continuing Warrants listed on Schedule 1.7 remain listed for trading
on the TASE, and (E) the Earnout Rights shall be issued through the “Nesher system” of the TASE.
Article
II
REPRESENTATIONS
AND WARRANTIES OF SPAC
Except
as set forth in the disclosure schedules delivered by SPAC to the Company on the date of this Agreement (the “SPAC Disclosure
Schedules”), each section of which qualifies the correspondingly numbered representation or warranty specified therein
and such other representation or warranty where its relevance as an exception to (or disclosure for purposes of) such other representation
or warranty is reasonably apparent on the face of such disclosure, or the SEC Reports that are available on the SEC’s website through
EDGAR prior to the date of this Agreement (other than any disclosures contained or referenced therein under the captions “Risk
Factors,” and “Cautionary Note Regarding Forward-Looking Statements,” and any other disclosures contained or referenced
therein of information, factors, or risks that are predictive, cautionary, or forward-looking in nature), SPAC represents and warrants
to the Company and Merger Sub, as of the date of this Agreement and as of the Closing, as follows:
2.1
Organization and Standing. SPAC is an exempted company duly incorporated, validly existing and in good standing under the Laws
of the Cayman Islands. SPAC has all requisite corporate power and authority to own, lease and operate its properties and to carry on
its business as now being conducted. SPAC is duly qualified or licensed and in good standing to do business in each jurisdiction in which
the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification
or licensing necessary, except where the failure to be so qualified or licensed or in good standing can be cured without material cost
or expense. SPAC has made available to the Company accurate and complete copies of its Organizational Documents, each as currently in
effect. SPAC is not in violation of any provision of its Organizational Documents in any material respect.
2.2
Authorization; Binding Agreement. SPAC has all requisite corporate power and authority to execute and deliver this Agreement and
each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement
and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby (a) have
been duly and validly authorized by the board of directors of SPAC and (b) other than the Required SPAC Shareholder Approval, no other
corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of SPAC are necessary to authorize the execution
and delivery of this Agreement and each Ancillary Document to which it is a party which are to be executed contemporaneously with the
execution of this Agreement or to consummate the transactions contemplated hereby and thereby (and, with respect to Ancillary Documents
to be entered into after the date of this Agreement, any requisite corporate proceedings on the part of SPAC necessary to authorize the
execution and delivery of such Ancillary Document shall have taken place prior to the execution and delivery thereof). On or prior to
the date of this Agreement, SPAC’s board of directors, at a duly called and held meeting, unanimously (i) determined that this
Agreement and the transactions contemplated hereby, including the Merger, are advisable, fair to and in the best interests of SPAC in
accordance with the Cayman Act, (ii) approved and adopted this Agreement, (iii) recommended that SPAC’s shareholders vote in favor
of the approval of this Agreement, the Merger and the other SPAC Shareholder Approval Matters in accordance with the Cayman Act (the
“SPAC Recommendation”), (iv) approved the Extension and directed that the Extension be submitted to SPAC’s
shareholders for their approval, and (v) directed that this Agreement and the SPAC Shareholder Approval Matters be submitted to SPAC’s
shareholders for their approval. This Agreement has been, and each Ancillary Document to which SPAC is or will be a party shall be when
delivered, duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement
and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and
binding obligation of SPAC, enforceable against SPAC in accordance with its terms, except to the extent that enforceability thereof may
be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the
enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set off or counterclaim,
and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court
from which such relief may be sought (collectively, the “Enforceability Exceptions”).
2.3
Governmental Approvals. Except as otherwise described in Schedule 2.3 of the SPAC Disclosure Schedules, no Consent of or with
any Governmental Authority, on the part of the SPAC is required to be obtained or made in connection with the execution, delivery or
performance by SPAC of this Agreement and each Ancillary Document to which it is a party or the consummation by SPAC of the transactions
contemplated hereby and thereby, other than (a) pursuant to consents to be obtained pursuant to Antitrust Laws expressly contemplated
by this Agreement, (b) such filings as contemplated by this Agreement, (c) any filings required with NASDAQ or the SEC with respect to
the Transactions, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any state “blue sky”
securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such Consents or to make such
filings or notifications, would not reasonably be expected to have a Material Adverse Effect on SPAC.
2.4
Non-Contravention. Except as otherwise described in Schedule 2.4 of SPAC Disclosure Schedules, the execution and delivery by SPAC
of this Agreement and each Ancillary Document to which it is a party, the consummation by SPAC of the transactions contemplated hereby
and thereby, and compliance by SPAC with any of the provisions hereof and thereof, will not (a) conflict with or violate any provision
of SPAC Organizational Documents, (b) subject to obtaining the Consents from Governmental Authorities referred to in Section 2.3
hereof, and the waiting periods referred to therein having expired, and any condition precedent to such Consent or waiver having been
satisfied, conflict with or violate any Law, Order or Consent applicable to SPAC or any of its properties or assets, or (c) (i) violate,
conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice or lapse of time or both, would constitute
a default) under, (iii) result in the termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance
required by SPAC under, (v) result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments
or provide compensation under, (vii) result in the creation of any Lien upon any of the properties or assets of SPAC under, (viii) give
rise to any obligation to obtain any third party Consent from any or provide any notice to any Person or (ix) give any Person the right
to declare a default, exercise any remedy, claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity
or performance, cancel, terminate or modify any right, benefit, obligation or other term under, any of the terms, conditions or provisions
of, any SPAC Material Contract, except for any deviations from any of the foregoing clauses (a), (b) or (c) that would not reasonably
be expected to have a Material Adverse Effect on SPAC.
2.5
Capitalization.
(a)
SPAC is authorized to issue 201,000,000 shares, of which 1,000,000 are SPAC Preference Shares, 180,000,000 are SPAC Class A Shares and
20,000,000 are SPAC Class B Shares. The issued and outstanding SPAC Securities as of the date of this Agreement are set forth on Schedule
2.5(a) of the SPAC Disclosure Schedules. As of the date of this Agreement, there are no issued or outstanding SPAC Preference Shares.
All outstanding SPAC Shares are duly authorized, validly issued, fully paid and non-assessable and not subject to or issued in violation
of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of the
Cayman Act, SPAC Organizational Documents or any Contract to which SPAC is a party. None of the outstanding SPAC Securities has been
issued in violation of any applicable securities Laws in any material respect. Prior to giving effect to the transactions contemplated
by this Agreement, SPAC does not have, and has not had, any Subsidiaries or own any equity interests in any other Person and SPAC does
not have any right or obligation pursuant to any Contract or otherwise to acquire any equity interests in any other Person.
(b)
Except as set forth in Schedule 2.5(a) or Schedule 2.5(b) of the SPAC Disclosure Schedules, there are no (i) outstanding options, warrants,
puts, calls, convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units,
preemptive or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible
or exchangeable into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments
of any character (other than this Agreement and the Ancillary Documents), (A) relating to the issued or unissued securities of SPAC or
(B) obligating SPAC to issue, transfer, deliver or sell or cause to be issued, transferred, delivered, sold or repurchased any options
or shares or securities convertible into or exchangeable for any shares, or (C) obligating SPAC to grant, extend or enter into any such
option, warrant, call, subscription or other right, agreement, arrangement or commitment for any shares. Other than the Redemption or
as expressly set forth in this Agreement, there are no outstanding obligations of SPAC to repurchase, redeem or otherwise acquire any
shares of SPAC or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except
as set forth in Schedule 2.5(b) of the SPAC Disclosure Schedules, there are no shareholders agreements, voting trusts or other agreements
or understandings to which SPAC is a party with respect to the voting of any shares of SPAC.
(c)
All Indebtedness of SPAC as of the date of this Agreement is disclosed in Schedule 2.5(c) of the SPAC Disclosure Schedules. No Indebtedness
of SPAC contains any restriction upon: (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by SPAC or
(iii) the ability of SPAC to grant any Lien on its properties or assets.
(d)
Since the date of formation of SPAC, and except as contemplated by this Agreement, SPAC has not declared or paid any distribution or
dividend in respect of its shares and has not repurchased, redeemed or otherwise acquired any of its shares, and SPAC’s board of
directors has not authorized any of the foregoing.
2.6
SEC Filings and SPAC Financials; Internal Controls.
(a)
SPAC, since the IPO, has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents required
to be filed or furnished by SPAC with the SEC under the Securities Act and/or the Exchange Act, together with any amendments, restatements
or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent
to the date of this Agreement. Except to the extent available on the SEC’s web site through EDGAR, SPAC has delivered to the Company
copies in the form filed with the SEC of all of the following: (i) SPAC’s annual reports on Form 10-K for each fiscal year of SPAC
beginning with the first year SPAC was required to file such a form, (ii) SPAC’s quarterly reports on Form 10-Q for each fiscal
quarter that SPAC was required to file such reports to disclose its quarterly financial results in each of the fiscal years of SPAC referred
to in clause (ii) above, (iii) all other forms, reports, registration statements, prospectuses and other documents (other than preliminary
materials) filed by SPAC with the SEC since the beginning of the first fiscal year referred to in clause (i) above (the forms, reports,
registration statements, prospectuses and other documents referred to in clauses (i), (ii), and (iii) above, to the extent available
through EDGAR, are, collectively, the “SEC Reports”) and (iv) all certifications and statements required by
(A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section 906 of SOX) with respect to any report referred
to in clause (ii) above (collectively, the “Public Certifications”). Except for any changes (including any
required revisions to or restatements of the SPAC Financials (defined below) or the SEC Reports) to (A) the SPAC’s historical accounting
of the SPAC Warrants as equity rather than as liabilities that may be required as a result of the Staff Statement on Accounting and Reporting
Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) that was issued by the SEC on April
12, 2021, and related guidance by the SEC or (B) the SPAC’s accounting or classification of SPAC’s outstanding redeemable
shares as temporary, as opposed to permanent, equity that may be required as a result of related statements by the SEC staff or recommendations
or requirements of SPAC’s auditors (clauses (A) and (B), collectively, “SEC SPAC Accounting Changes”),
the SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange
Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case
of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed
with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which
they were made, not misleading. The Parties acknowledge and agree that any restatement, revision or other modification of the SPAC Financials
or the SEC Reports solely as a result of any SEC SPAC Accounting Changes shall be deemed not material for purposes of this Agreement.
The Public Certifications are each true as of their respective dates of filing. As used in this Section 2.6, the term “file”
shall be broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished,
supplied or otherwise made available to the SEC.
(b)
(A) the SPAC Units, the SPAC Class A Shares, the SPAC Public Warrants and the SPAC Public Rights are registered pursuant to Section 12(b)
of the Exchange Act and are listed on NASDAQ, (B) SPAC has not received any written deficiency notice from NASDAQ relating to the continued
listing requirements of such SPAC Securities, (C) there are no Actions pending or, to the Knowledge of SPAC, threatened against SPAC
by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting
of such SPAC Securities on NASDAQ and (D) such SPAC Securities are in compliance with all of the applicable corporate governance rules
of NASDAQ. There is no Action, proceeding or investigation pending or, to the Knowledge of SPAC, threatened against SPAC by NASDAQ or
the SEC with respect to any intention by such entity to deregister any SPAC Securities or prohibit or terminate the listing of any SPAC
Securities on NASDAQ. SPAC has taken no action that is designed to terminate the registration of the SPAC Securities under the Exchange
Act. SPAC has not received any written or, to SPAC’s Knowledge, oral deficiency notice from NASDAQ relating to the continued listing
requirements of the SPAC Securities. SPAC is not a foreign private issuer.
(c)
Except for any SEC SPAC Accounting Changes, the financial statements and notes of SPAC contained or incorporated by reference in the
SEC Reports (the “SPAC Financials”), fairly present in all material respects the financial position and the
results of operations, changes in shareholders’ equity, and cash flows of SPAC at the respective dates of and for the periods referred
to in such financial statements, all in accordance with (i) GAAP methodologies applied on a consistent basis throughout the periods involved
and (ii) Regulation S-X or Regulation S-K, as applicable (except as may be indicated in the notes thereto and for the omission of notes
and audit adjustments in the case of unaudited quarterly financial statements to the extent permitted by Regulation S-X or Regulation
S-K, as applicable) and (iii) audited in accordance with the standards of the Public Company Accounting Oversight Board. The SPAC Financials,
including any notes and schedules thereto, (i) complied as to form in all material respects with the rules and regulations of the SEC
with respect thereto as of their respective dates; (ii) were prepared in accordance with GAAP applied on a consistent basis during the
periods involved (except as may be indicated in the notes thereto or, in the case of the unaudited statements, as permitted by Rule 8-03
of Regulation S-X of the SEC or as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all
material respects in accordance with applicable requirements of GAAP (subject, in the case of the unaudited statements, to normal year-end
audit adjustments) the financial position of SPAC, as of their respective dates and the results of operations and the cash flows of SPAC,
for the periods presented therein.
(d)
Except for any SEC SPAC Accounting Changes or as and to the extent reflected or reserved against in the SPAC Financials, SPAC has not
incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP that are not
adequately reflected or reserved on or provided for in the SPAC Financials, other than Liabilities of the type required to be reflected
on a balance sheet in accordance with GAAP that have been incurred since the SPAC’s formation in the ordinary course of business.
(e)
Except as not required in reliance on exemptions from various reporting requirements by virtue of SPAC’s status as an “emerging
growth company” within the meaning of the Securities Act, as modified by the JOBS Act, (i) SPAC has established and maintained
a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) sufficient
to provide reasonable assurance regarding the reliability of SPAC’s financial reporting and the preparation of SPAC’s financial
statements for external purposes in accordance with GAAP, and (ii) SPAC has established and maintained disclosure controls and procedures
(as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed to ensure that material information relating to SPAC and
other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all
such material information is made known to SPAC’s principal executive officer and principal financial officer, as appropriate,
to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act. Such disclosure controls and procedures are effective in timely alerting SPAC’s principal executive officer
and principal financial officer to material information required to be included in SPAC’s periodic reports required under the Exchange
Act.
(f)
There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the
Exchange Act) or director of SPAC. SPAC has not taken any action prohibited by Section 402 of SOX.
(g)
To the Knowledge of SPAC, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SEC Reports.
To the Knowledge of SPAC, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation
as of the date hereof.
2.7
Absence of Certain Changes. Except as set forth in Schedule 2.7 of the SPAC Disclosure Schedules, SPAC has (a) since its formation,
conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting
and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Company and
the negotiation and execution of this Agreement) and related activities and (b) since its formation, not been subject to a Material Adverse
Effect on SPAC.
2.8
Compliance with Laws. SPAC is, and has since its formation been, in compliance with all Laws applicable to it and the conduct
of its business except for such noncompliance which would not reasonably be expected to have a Material Adverse Effect on SPAC, and SPAC
has not received written notice alleging any violation of applicable Law in any material respect by SPAC.
2.9
Actions; Orders; Permits. There is no pending or, to the Knowledge of SPAC, threatened material Action to which SPAC is subject
which would reasonably be expected to have a Material Adverse Effect on the SPAC. There is no material Action that SPAC has pending against
any other Person. SPAC is not subject to any material Orders of any Governmental Authority, nor are any such Orders pending or, to the
Knowledge of the SPAC, threatened. SPAC holds all Permits necessary to lawfully conduct its business as presently conducted, and to own,
lease and operate its assets and properties, all of which are in full force and effect, except where the failure to hold such Permits
or for such Permits to be in full force and effect would not reasonably be expected to have a Material Adverse Effect on SPAC.
2.10
Taxes and Returns.
(a)
SPAC has or will have timely filed, or caused to be timely filed, all material Tax Returns required to be filed by it, which Tax Returns
are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected
or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the
SPAC Financials have been established in accordance with GAAP.
(b)
SPAC has complied in all respects with all Laws relating to the withholding and remittance of all amounts of Taxes, and all amounts of
Taxes required by any Law to be withheld by SPAC have been withheld and paid over to the appropriate Governmental Authority.
(c)
Within the last five (5) years, no claim has been made by any Governmental Authority in a jurisdiction in which SPAC does not file Tax
Returns that it is or may be subject to Tax by, or required to file Tax Returns in, that jurisdiction.
(d)
There are no audits, examinations, investigations or other Actions pending against SPAC in respect of any material Tax, and SPAC has
not been notified in writing of any material proposed Tax claims or assessments against SPAC (other than, in each case, claims or assessments
for which adequate reserves in the SPAC Financials have been established in accordance with GAAP or are immaterial in amount).
(e)
SPAC is not being audited by any Tax authority and has not been notified in writing by any Tax authority that any such audit is contemplated
or pending.
(f)
There are no Liens with respect to any Taxes upon any of SPAC’s assets, other than Permitted Liens.
(g)
SPAC has no outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes and there
are no outstanding requests by SPAC for any extension of time within which to file any Tax Return or within which to pay any Taxes shown
to be due on any Tax Return.
(h)
Neither SPAC, nor any Person related to SPAC (within the meaning of Treasury Regulations Section 1.368-1(e)(4), without regard to Treasury
Regulations Section 1.368-1(e)(4)(i)(A)) has any plan or intention at the Merger Effective Time to acquire or redeem, either directly
or through any transaction, agreement, or arrangement with any other Person, any Company Ordinary Shares issued to any equity holder
of SPAC pursuant to this Agreement. SPAC has no plan or intention to cause the Surviving Company after the Merger to issue additional
shares of the Surviving Company that would result in the Company losing “control” of the Surviving Company within the meaning
of Section 368(c) of the Code. SPAC has no plan or intention at the Merger Effective Time to cause the Surviving Company to cease its
separate legal existence for U.S. federal income tax purposes after the Merger. SPAC’s principal reason for participating in the
Merger is a bona fide business purpose not related to Taxes. SPAC has neither taken nor agreed to take any action not contemplated by
this Agreement and/or any Ancillary Documents that could reasonably be expected to prevent the Merger from qualifying for the Intended
Tax Treatment. To the Knowledge of SPAC, no facts or circumstances exist that could reasonably be expected to prevent the Merger from
qualifying for the Intended Tax Treatment.
(i)
Since the date of its formation, SPAC has not (i) changed any Tax accounting methods, policies or procedures except as required by a
change in Law, (ii) made, revoked, or amended any material Tax election, (iii) filed any amended Tax Returns or claim for refund or (iv)
entered into any closing agreement affecting or otherwise settled or compromised any material Tax Liability or refund.
(j)
SPAC does not have any Liability for the Taxes of another Person (i) under any applicable Tax Law, (ii) as a transferee or successor,
or (iii) by contract, indemnity or otherwise (excluding commercial agreements entered into in the ordinary course of business, the primary
purpose of which is not the sharing of Taxes). SPAC is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement
or Tax allocation agreement or similar agreement, arrangement or practice (excluding commercial agreements entered into in the ordinary
course of business the primary purpose of which is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement,
closing agreement or other agreement relating to Taxes with any Governmental Authority) that will be binding on SPAC with respect to
any period following the Closing Date.
(k)
SPAC is Tax resident only in its jurisdiction of formation, and SPAC does not have a permanent establishment (within the meaning of an
applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.
(l)
SPAC: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within the meaning
of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the consolidated
group of which SPAC is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment under Section 355
of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise constitute part of
a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) in conjunction
with the transactions contemplated by this Agreement; or (ii) is not or has never been (A) a U.S. real property holding corporation within
the meaning of Section 897(c)(2) of the Code, or (B) a member of any consolidated, combined, unitary or affiliated group of corporations
for any Tax purposes other than a group of which SPAC is or was the common parent corporation.
(m)
SPAC is classified as an association taxable as a corporation under Treasury Regulation Section 301.7701-3. Neither the Sponsor nor SPAC
has knowingly taken any action (nor permitted any action to be taken), nor is aware of any fact or circumstance, that would reasonably
be expected to prevent, impair or impede the Intended Tax Treatment.
(n)
SPAC has not participated in, or sold, distributed or otherwise promoted, any “listed transaction,” as defined in U.S. Treasury
Regulation Section 1.6011-4.
The
Sponsor is Tax resident only in its jurisdiction of formation. No member of the Sponsor is a Tax resident of Israel. To the Knowledge
of SPAC, no shareholder of SPAC that holds 5% or more of SPAC’s share capital is a Tax resident of Israel.
2.11
Employees and Employee Benefit Plans. SPAC does not (a) have any paid employees or (b) maintain, sponsor, contribute to or otherwise
have any Liability under, any Benefit Plans.
2.12
Properties. SPAC does not own, license or otherwise have any right, title or interest in any material Intellectual Property. SPAC
does not own or lease any material real property or Personal Property.
2.13
Material Contracts.
(a)
Except as set forth in Schedule 2.13(a) of the SPAC Disclosure Schedules, other than this Agreement and the Ancillary Documents, there
are no Contracts to which SPAC is a party or by which any of its properties or assets may be bound, subject or affected, which (i) creates
or imposes a Liability greater than $250,000, (ii) may not be cancelled by SPAC on less than sixty (60) days’ prior notice without
payment of a material penalty, or (iii) prohibits, prevents, restricts or impairs in any material respect any business practice of SPAC
as its business is currently conducted or any acquisition of material property by SPAC, or restricts in any material respect the ability
of SPAC from engaging in business as currently conducted as of the date of this Agreement by it or compete with any other Person (together
with the Trust Agreement, each, a “SPAC Material Contract”). All SPAC Material Contracts have been made available
to the Company other than those that are exhibits to the SEC Reports.
(b)
With respect to each SPAC Material Contract: (i) such SPAC Material Contract was entered into at arm’s length and in the ordinary
course of business consistent with past practices; (ii) the SPAC Material Contract is legal, valid, binding and enforceable in all material
respects against SPAC and, to the Knowledge of SPAC, the other parties thereto, and is in full force and effect (except, in each case,
as such enforcement may be limited by the Enforceability Exceptions); (iii) SPAC is not in breach or default in any material respect,
and to the Knowledge of SPAC, no event has occurred that with the passage of time or giving of notice or both would constitute such a
breach or default in any material respect by SPAC, or permit termination or acceleration by the other party, under such SPAC Material
Contract; and (iv) to the Knowledge of SPAC, no other party to any SPAC Material Contract is in breach or default in any material respect,
and no event has occurred that with the passage of time or giving of notice or both would constitute such a breach or default by such
other party, or permit termination or acceleration by SPAC under any SPAC Material Contract.
2.14
Transactions with Affiliates. Schedule 2.14 of the SPAC Disclosure Schedules sets forth a true, correct and complete list of the
Contracts and arrangements that are in existence as of the date of this Agreement under which there are any existing or future Liabilities
or obligations between SPAC, on the one hand, and (a) any present or former director, officer, employee or Affiliate of SPAC, or any
immediate family member of any of the foregoing Persons, or (b) record or beneficial owner of more than five percent (5%) of SPAC’s
outstanding shares as of the date of this Agreement, on the other hand.
2.15
Investment Company Act. SPAC is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within
the meaning of the Investment Company Act.
2.16
Finders and Brokers. Except as set forth in Schedule 2.16 of the SPAC Disclosure Schedules, no broker, finder or investment banker
is entitled to any brokerage, finder’s or other fee or commission from SPAC the Company or any of its Affiliates in connection
with the transactions contemplated hereby based upon arrangements made by or on behalf of SPAC.
2.17
Certain Business Practices.
(a)
Neither SPAC, nor any of its Representatives acting on its behalf, has (i) used any funds for unlawful contributions, gifts, entertainment
or other unlawful expenses relating to political activity, (ii) made any unlawful payment to foreign or domestic government officials
or employees, to foreign or domestic political parties or campaigns or violated any provision of the U.S. Foreign Corrupt Practices Act
of 1977 or any other local or foreign anti-corruption or bribery Law, (iii) made any other unlawful payment or (iv) since the formation
of SPAC, directly or indirectly, given or agreed to give any unlawful gift or similar benefit in any material amount to any customer,
supplier, governmental employee or other Person who is or may be in a position to help or hinder SPAC or assist it in connection with
any actual or proposed transaction.
(b)
The operations of SPAC are and have been conducted at all times in compliance with money laundering statutes in all applicable jurisdictions,
the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by
any Governmental Authority, and no Action involving SPAC with respect to any of the foregoing is pending or, to the Knowledge of SPAC,
threatened.
(c)
None of SPAC, any of its Subsidiaries, or any of their directors or officers, to the Knowledge of SPAC, any other Representative acting
on behalf of SPAC is currently (i) identified on the list of specially designated nationals or other blocked persons or otherwise currently
subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”),
and the SPAC has not, in the last five (5) fiscal years, directly or indirectly, used any funds, or loaned, contributed or otherwise
made available such funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any
other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation
of, any U.S. sanctions administered by OFAC.
2.18
Insurance. Schedule 2.18 of the SPAC Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage period,
coverage amount, annual premium and type of policy) held by SPAC relating to SPAC or its business, properties, assets, directors, officers
and employees, copies of which have been provided to the Company. All premiums due and payable under all such insurance policies have
been timely paid and SPAC is otherwise in material compliance with the terms of such insurance policies. All such insurance policies
are in full force and effect, and to the Knowledge of SPAC, there is no threatened termination of, or material premium increase with
respect to, any of such insurance policies. There have been no insurance claims made by SPAC. SPAC has reported to its insurers all claims
and pending circumstances that would reasonably be expected to result in a claim, except where such failure to report such a claim would
not be reasonably likely to have a Material Adverse Effect on SPAC.
2.19
Information Supplied. None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference:
(a) in any Current Report on Form 8-K or Form 6-K, and any exhibits thereto or any other report, form, registration or other filing made
with any Governmental Authority (including the SEC) or stock exchange (including NASDAQ) with respect to the transactions contemplated
by this Agreement or any Ancillary Documents or (b) in the Registration Statement or in any amendment to any of documents identified
in (a) and (b), will, when filed, contain any untrue statement of a material fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.
None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference in any of the Signing
Press Release, the Signing Filing, the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make
the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, SPAC
makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Company or any of its Affiliates.
2.20
Independent Investigation. SPAC has conducted its own independent investigation, review and analysis of the business, results
of operations, prospects, condition (financial or otherwise) or assets of the Company and Merger Sub and acknowledges that it has been
provided adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company
and Merger Sub for such purpose. SPAC acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate
the transactions contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties
of the Company and Merger Sub set forth in this Agreement (subject to the related portions of the Company Disclosure Schedules) and in
any certificate delivered to SPAC pursuant hereto;, and the information provided by or on behalf of the Company for the Registration
Statement; and (b) none of the Company, Merger Sub or their respective Representatives have made any representation or warranty as to
the Company or Merger Sub or this Agreement, except as expressly set forth in this Agreement (subject to the related portions of the
Company Disclosure Schedules) or in any certificate delivered to SPAC pursuant hereto.
2.21
Trust Account. As of July 25, 2023, SPAC has an amount of assets in the Trust Account equal to $24,971,759.58. The funds held
in the Trust Account are invested in U.S. government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act and held in trust pursuant to the Trust Agreement. The Trust Agreement is in full force and effect and
is a legal, valid and binding obligation of SPAC and the Trustee, enforceable in accordance with its terms. The Trust Agreement has not
been terminated, repudiated, rescinded, amended, supplemented or modified, in any respect, and no such termination, repudiation, rescission,
amendment, supplement or modification is contemplated. There are no separate Contracts, side letters or other arrangements or understandings
(whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SEC Reports to be inaccurate
in any material respect or that would entitle any Person (other than (i) in respect of deferred underwriting commissions or certain Taxes
permitted to be paid from the amounts available in the Trust Account permitted to be paid from the amounts available in the Trust Account,
(ii) the holders of SPAC Securities prior to the Merger Effective Time who shall have elected to redeem their SPAC Class A Shares pursuant
to SPAC Organizational Documents or (iii) if SPAC fails to complete a Business Combination within the allotted time period and liquidates
the Trust Account, subject to the terms of the Trust Agreement, SPAC in limited amounts to permit SPAC to pay the expenses of the Trust
Account’s liquidation and dissolution, and then SPAC’s Public Shareholders) to any portion of the funds in the Trust Account.
Prior to the Closing, none of the funds held in the Trust Account have been released, except to pay Taxes from any interest income earned
in the Trust Account, and to redeem SPAC Class A Shares pursuant to SPAC Organizational Documents. There are no Actions pending or, to
the Knowledge of SPAC, threatened against the Trust Account.
2.22
Company Representations. SPAC, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations
and warranties contained in Article IV, neither the Company nor any other Person on behalf of the Company has made or makes, and SPAC
and its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to the Company, the
business thereof, its Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations,
future operating or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions
underlying such estimates, projections, forecasts, plans or prospects), whether or not included in any management presentation, or with
respect to the accuracy or completeness of any information provided or made available to SPAC or any of its officer, directors, employees,
agents, representatives, lender, Affiliates or any other Person acting on its behalf by or on behalf of the Company’s officers,
directors, employees, agents, representatives, lenders or Affiliates. Except as otherwise expressly set forth in this Agreement, SPAC
acknowledges that the Company will be furnished “AS IS, WHERE IS,” AND, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN ARTICLE IV, WITH ALL FAULTS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, EXPRESS OR IMPLIED,
ORAL OR WRITTEN, AND, IN PARTICULAR, WITHOUT ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY FOR
ANY PURPOSE.
2.23
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO THE COMPANY, MERGER SUB OR ANY OF
THEIR RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL
DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE II,
NEITHER SPAC NOR ANY OTHER PERSON MAKES, AND SPAC EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE,
EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF SPAC AND ITS SUBSIDIARIES THAT HAVE BEEN
MADE AVAILABLE TO THE COMPANY, MERGER SUB OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF SPAC AND ITS SUBSIDIARIES BY THE MANAGEMENT
OF SPAC OR OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE
IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY THE COMPANY
AND MERGER SUB IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE
II, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY
DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR
MATERIALS MADE AVAILABLE BY SPAC ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF SPAC, AND ARE NOT
AND SHALL NOT BE DEEMED TO BE RELIED UPON BY THE COMPANY AND MERGER SUB IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY
ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
Article
III
REPRESENTATIONS AND WARRANTIES OF MERGER SUB
Except
as set forth in the Company Disclosure Schedules, each section of which qualifies the correspondingly numbered representation or warranty
specified therein and such other representation or warranty where its relevance as an exception to (or disclosure for purposes of) such
other representation or warranty is reasonably apparent on the face of such disclosure, Merger Sub hereby represents and warrants to
SPAC, as of the date of this Agreement and as of the Closing, as follows:
3.1
Organization and Standing. Merger Sub is an exempted company duly incorporated, validly existing and in good standing under the
Laws of the Cayman Islands. Merger Sub has all requisite corporate power and authority to own, lease and operate its properties and to
carry on its business as now being conducted. Merger Sub is duly qualified or licensed and in good standing to do business in each jurisdiction
in which the character of the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification
or licensing necessary. Merger Sub has heretofore made available to SPAC and the Company accurate and complete copies of the Organizational
Documents of Merger Sub as is currently in effect. Merger Sub is not in violation of any provision of its Organizational Documents in
any material respect.
3.2
Authorization; Binding Agreement. Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement
and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions
contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and
the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors
and shareholders of Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in the Agreement, on the
part of Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is
a party which are to be executed contemporaneously with the execution of this Agreement or to consummate the transactions contemplated
hereby and thereby (and, with respect to Ancillary Documents to be entered into after the date of this Agreement, any requisite corporate
proceedings on the part of Merger Sub necessary to authorize the execution and delivery of such Ancillary Documents shall have taken
place prior to the execution and delivery thereof). This Agreement has been, and each Ancillary Document to which Merger Sub is or will
be a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization,
execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered
shall constitute, the valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject
to the Enforceability Exceptions.
3.3
Governmental Approvals. No Consent of or with any Governmental Authority, on the part of Merger Sub is required to be obtained
or made in connection with the execution, delivery or performance by such Party of this Agreement and each Ancillary Document to which
it is a party or the consummation by such Party of the transactions contemplated hereby and thereby, other than (a) pursuant to Antitrust
Laws, (b) such filings as expressly contemplated by this Agreement, (c) any filings required with NASDAQ or the SEC with respect to the
transactions contemplated by this Agreement, (d) applicable requirements, if any, of the Securities Act, the Exchange Act, and/ or any
state “blue sky” securities Laws, and the rules and regulations thereunder, and (e) where the failure to obtain or make such
Consents or to make such filings or notifications, would not reasonably be expected to have a Material Adverse Effect on Merger Sub.
3.4
Non-Contravention. The execution and delivery by Merger Sub of this Agreement and each Ancillary Document to which it is a party,
the consummation by such Party of the transactions contemplated hereby and thereby, and compliance by Merger Sub with any of the provisions
hereof and thereof, will not (a) conflict with or violate any provision of Merger Sub’s Organizational Documents, (b) subject to
obtaining the Consents from Governmental Authorities referred to in Section 3.3 hereof, and the waiting periods referred to therein
having expired, and any condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order
or Consent applicable to such Party or any of its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii)
constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the
termination, withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by Merger Sub under, (v)
result in a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under,
(vii) result in the creation of any Lien (other than Permitted Lien) upon any of the properties or assets of Merger Sub under, (viii)
give rise to any obligation to obtain any third party Consent from any Person or (ix) give any Person the right to declare a default,
exercise any remedy, accelerate the maturity or performance, cancel, terminate or modify any right, benefit, obligation or other term
under, any of the terms, conditions or provisions of, any material Contract of Merger Sub, except for any deviations from any of the
foregoing clauses (b) or (c) that would not reasonably be expected to have a Material Adverse Effect on Merger Sub.
3.5
Capitalization.
(a)
As of the date of this Agreement, Merger Sub is authorized to issue 50,000 Merger Sub Ordinary Shares, of which one share is issued and
outstanding, which is owned by the Company. Such issued and outstanding share has been, or will be prior to such issuance, duly authorized,
validly issued, fully paid and nonassessable and not subject to or issues issued in violation of any purchase option, right of first
refusal, preemptive right, subscription right, call option or any similar right. No other shares or other equity interests of Merger
Sub are issued, reserved for issuance or outstanding. Prior to giving effect to the transactions contemplated by this Agreement, Merger
Sub does not have any Subsidiaries or own any equity interests in any other Person.
(b)
Except as set forth in its Organizational Documents, Merger Sub (i) has not granted any registration rights or information rights to
any Person, (ii) has not granted any phantom shares and there are no voting or similar agreements entered into by Merger Sub which relate
to its respective capital or equity interests (iii) has no outstanding bonds, debentures, notes or other obligations the holders of which
have the right to vote (or convertible into or exercisable for voting interests of Merger Sub or equity interests of Merger Sub) with
the owners or holders of Merger Sub on any matter or any agreements to issues such bonds, debentures, notes or other obligations and
(iv) have no outstanding contractual obligations to provide funds to, or make any investment (other than the Transactions contemplated
herein) in, any other Person.
3.6
Merger Sub Activities. Since its formation, Merger Sub has not engaged in any business activities other than as contemplated by
this Agreement, does not own or control, directly or indirectly, any ownership, equity, profits or voting interest in any Person and
has no assets or Liabilities except those incurred in connection with this Agreement and the Ancillary Documents to which it is a party
and the Transactions, and, as of the date of this Agreement, other than this Agreement and the Ancillary Documents to which it is a party,
Merger Sub is not party to or bound by any Contract.
3.7
Compliance with Laws. Merger Sub is not, nor since the date of its formation has been, in conflict or non-compliance with, or
in default or violation of, any Laws applicable to it. Merger Sub, has not, since the date of its formation, received any written or,
to the Knowledge of the Company, oral notice of, is under investigation with respect to, any material conflict or non-compliance with,
or material default or violation of, any applicable Laws by which it is or was bound.
3.8
Actions; Orders; Permits. There is no pending or, to the Knowledge of the Company, threatened Action to which Merger Sub is subject
and no such Action has been brought or, to the Knowledge of the Company, threatened since the date of its formation. There is no Action
that Merger Sub has pending against any other Person. Merger Sub, is not subject to any Orders of any Governmental Authority, nor, to
the Knowledge of the Company, are any such Orders pending and no such Order has been brought or, to the Knowledge of the Company, has
been threatened since the date of its formation. Merger Sub holds all material Permits necessary to lawfully conduct its business as
presently conducted, and to own, lease and operate its assets and properties, all of which are in full force and effect.
3.9
Transactions with Related Persons. There are no transactions, Contracts or understandings between Merger Sub on the one hand,
and any Related Person of such party, on the other hand, either (a) currently in effect or (b) that would be required to be disclosed
under Item 404 of Regulation S-K promulgated under the Securities Act.
3.10
Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission
from SPAC, the Company or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements
made by or on behalf of Merger Sub.
3.11
Investment Company Act. Merger Sub is not an “investment company” or a Person directly or indirectly controlled by
or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case within the
meanings of the Investment Company Act.
3.12
Intended Tax Treatment. Merger Sub has been classified as an association taxable as a corporation under Treasury Regulation Section
301.7701-3 with an effective date of the date of formation of Merger Sub and has not subsequently changed such classification. Merger
Sub has not knowingly taken any action (nor permitted any action to be taken), nor is aware of any fact or circumstance, that would reasonably
be expected to prevent, impair or impede the Intended Tax Treatment.
3.13
Information Supplied. None of the information supplied or to be supplied by Merger Sub expressly for inclusion or incorporation
by reference: (a) in any Current Report on Form 8-K or 6-K, and any exhibits thereto or any other report, form, registration or other
filing made with any Governmental Authority (including the SEC) with respect to the transactions contemplated by this Agreement or any
Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s shareholders and/or
prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any amendment to any
of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may be, contain any
untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they are made, not misleading. None of the information supplied or to be
supplied by Merger Sub expressly for inclusion or incorporation by reference in any of the Signing Press Release, the Signing Filing,
the Closing Filing and the Closing Press Release will, when filed or distributed, as applicable, contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, Merger Sub does not make any representation,
warranty or covenant with respect to any information supplied by or on behalf of SPAC, the Company or any of their respective Affiliates.
3.14
Independent Investigation. Merger Sub has conducted its own independent investigation, review and analysis of the business, results
of operations, condition (financial or otherwise) or assets of the Company and SPAC and acknowledges that it has been provided adequate
access to the personnel, properties, assets, premises, books and records, and other documents and data of the Company and SPAC for such
purpose. Merger Sub acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate the transactions
contemplated hereby, it has relied solely upon its own investigation and the express representations and warranties of the Company and
SPAC set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the SPAC Disclosure Schedules)
and in any certificate delivered to the Company or Merger Sub pursuant hereto or SPAC for the Registration Statement; and (b) none of
the Company, SPAC or their respective Representatives have made any representation or warranty as to the Company, SPAC or this Agreement,
except as expressly set forth in this Agreement (including the related portions of the Company Disclosure Schedules and the SPAC Disclosure
Schedules) or in any certificate delivered to the Company or Merger Sub pursuant hereto.
3.15
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE TO SPAC, THE COMPANY OR ANY OF THEIR
RESPECTIVE REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL DATA),
EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE III,
NEITHER MERGER SUB NOR ANY OTHER PERSON MAKES, AND MERGER SUB EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND
OR NATURE, EXPRESS OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF MERGER SUB THAT HAVE BEEN MADE
AVAILABLE TO SPAC OR THE COMPANY OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF MERGER SUB BY THE MANAGEMENT OF MERGER SUB OR
OTHERS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH
PRESENTATION SHALL BE DEEMED A REPRESENTATION OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC AND THE COMPANY
IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE III,
IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING
MATERIALS OR PRESENTATIONS, INCLUDING ANY OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY MERGER SUB ARE NOT AND SHALL NOT
BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS OR WARRANTIES OF MERGER SUB, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC
AND THE COMPANY IN EXECUTING, DELIVERING AND PERFORMING THIS AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY.
Article
IV
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except
as disclosed in (i) the Company Reporting Documents filed on or after March 4, 2023 and at least two (2) days prior to the date of this
Agreement (or, solely with respect to the representations and warranties set forth in Section 4.13, all Company Reporting Documents)
(but in each case excluding any risk factor disclosure contained in a “risk factors” section (other than any factual information
contained therein) or in any “forward-looking statements” legend or other similar disclosures included therein to the extent
they are similarly predictive or forward-looking in nature) or (ii) the disclosure schedules delivered by the Company to SPAC on the
date of this Agreement (the “Company Disclosure Schedules”), each section of which qualifies the correspondingly
numbered representation or warranty specified therein and such other representation or warranty where its relevance as an exception to
(or disclosure for purposes of) such other representation or warranty is reasonably apparent on the face of such disclosure, the Company
hereby represents and warrants to SPAC and Merger Sub, as of the date of this Agreement and as of the Closing, as follows:
4.1
Organization and Standing. The Company is duly incorporated, validly existing under the Israeli Companies Law and is not categorized
as a “Company in Breach” (חברה מפרה) with the Israeli Registrar of Companies.
The Company has all requisite corporate or other entity power and authority to own, lease and operate its properties and assets and to
carry on its business as being conducted as of the date of this Agreement. The Company is a corporation duly formed, validly existing
and in good standing under the Laws of the state of Israel and has all requisite corporate power and authority to own, lease and operate
its properties and assets and to carry on its business as being conducted as of the date of this Agreement. The Company is duly qualified
in Israel and estimates it can obtain qualification without undue burden in each other jurisdiction where it does business or operates
to the extent that the character of the property owned, or leased or operated by it or the nature of the business conducted by it makes
such qualification or licensing necessary, except where the failure to be so qualified or licensed or in good standing can be cured without
material cost or expense. Schedule 4.1 of the Company Disclosure Schedules lists all jurisdictions in which the Company is so qualified
to conduct business and all names other than its legal name under which the Company does business. The Company has provided to the SPAC
accurate and complete copies of the Organizational Documents of the Company, as amended to date and as currently in effect as of the
date of this Agreement. The Company is not in violation of any provision of its Organizational Documents.
4.2
Authorization; Binding Agreement. The Company has all requisite corporate power and authority to execute and deliver this Agreement
and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. Assuming that the Required
Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which the
Company is or is required to be a party as of the date of this Agreement and the consummation of the transactions contemplated hereby
and thereby, (a) have been duly and validly authorized by the Company’s board of directors in accordance with the Company Organizational
Documents, the Israeli Companies Law and any other applicable Law or any Contract to which the Company is a party or by which the Company
or its securities are bound, and (b) other than the Required Company Shareholder Approval, no other corporate proceedings on the part
of the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party
which are to be executed contemporaneously with the execution of this Agreement or to consummate the transactions contemplated hereby
and thereby (and, with respect to Ancillary Documents to be entered into after the date of this Agreement, any requisite corporate proceedings
on the part of the Company necessary to authorize the execution and delivery of such Ancillary Document shall have taken place prior
to the execution and delivery thereof). This Agreement has been, and each Ancillary Document to which the Company is or will be required
to be a party shall be, when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution
and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto and the obtainment of the Required
Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company,
in each case, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s
board of directors, by resolutions duly adopted as required by the Company’s Organizational Documents and under the Israeli Companies
Law (i) determined that this Agreement and the Merger and the other transactions contemplated hereby ( are advisable, fair to, and in
the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated
by this Agreement, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved
to recommend that the Company shareholders adopt this Agreement.
4.3
Capitalization.
(a)
The authorized share capital of the Company is NIS 100,000 divided into: (i) 400,000,000 Company Ordinary Shares. The issued and outstanding
shares of the Company as of the date of this Agreement consist of (i) 67,619,314 Company Ordinary Shares, and there are no other authorized,
issued or outstanding equity interests of the Company. All of the outstanding shares and other equity interests of the Company (i) have
been duly authorized and validly issued, are fully paid and non-assessable, (ii) except as set out in the Company Organizational Documents,
are not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any
similar right under any provision of the Israeli Companies Law or any Contract to which the Company is a party or by which the Company
is bound and (iii) as of the date of this Agreement are owned legally and of record by the Persons set forth on Schedule 4.3(a) of the
Company Disclosure Schedules. None of the outstanding Company Shares has been issued in violation of the Israeli securities laws. The
Company does not, directly or indirectly, hold any of its shares or other equity interests in treasury.
(b)
As of the date of this Agreement, the Company has reserved 10,472,430 Company Ordinary Shares for issuance to, among others, officers,
directors, employees and consultants of the Company pursuant to the Company Equity Plan, which was duly adopted by the Company’s
board of directors. As of the date of this Agreement, of such Company Ordinary Shares reserved for issuance under the Company Equity
Plan, (w) 9,147,430 of such shares are reserved for issuance upon exercise of currently outstanding Company Options granted under the
Company Equity Plan, (x) none of such shares are currently issued and outstanding that were issued upon exercise of options previously
granted under the Company Equity Plan, (y) 235,000 of such shares were approved in principle by the Company’s board of directors
to be granted in the future to several employees, and (z) 1,090,000 of such shares remain available for future awards permitted under
the Company Equity Plan. Schedule 4.3(b) of the Company Disclosure Schedules set forth a true and complete list of each outstanding Company
Option granted under the Company Equity Plan as of the date of this Agreement and, as applicable: (a) the name of the holder of such
grant; (b) the number of Company Ordinary Shares subject to such grant; (c) the exercise price (or similar economic term) of such grant;
(d) the applicable vesting schedule of such grant; and (e) the date on which such grant expires.
(c)
Other than the Company Shares, and the Company Options or except as set forth in the Company Organizational Documents or Schedule 4.3(c)
of the Company Disclosure Schedules or with respect to the Recapitalization, there are no (i) outstanding options, warrants, puts, calls,
convertible or exchangeable securities, “phantom” share rights, share appreciation rights, share-based units, preemptive
or similar rights, (ii) bonds, debentures, notes or other Indebtedness having general voting rights or that are convertible or exchangeable
into securities having such rights or (iii) subscriptions or other rights, agreements, arrangements, Contracts or commitments of any
character, all which the Company is a party to, (other than this Agreement and the Ancillary Documents) (A) relating to the issued or
unissued securities of the Company or (B) obligating the Company to issue, transfer, deliver or sell or cause to be issued, transferred,
delivered, sold or repurchased any options or shares or securities convertible into or exchangeable for any shares, or (C) obligating
the Company to grant, extend or enter into any such option, warrant, call, subscription or other right, agreement, arrangement or commitment
for any shares. Other than as expressly set forth in this Agreement or with respect to the Recapitalization, there are no outstanding
obligations of the Company to repurchase, redeem or otherwise acquire any equity interests or shares of the Company or to provide funds
to make any investment (in the form of a loan, capital contribution or otherwise) in any Person. Except as set forth on Schedule 4.3(c)
of the Company Disclosure Schedules, to the Company’s Knowledge, there are no shareholders agreements, voting trusts, proxies or
other agreements or understandings with respect to the voting of the Company’s equity interests. Except as contemplated by this
Agreement including with regard to the Recapitalization, as a result of the consummation of the transactions contemplated by this Agreement,
no equity interests of the Company are issuable and, to the Company’s Knowledge, no rights in connection with any interests, warrants,
rights, options or other securities of the Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility
or otherwise).
(d)
Since January 1, 2020, the Company has not declared or paid any distribution or dividend in respect of its equity interests and has not
repurchased, redeemed or otherwise acquired any equity interests of the Company, and the board of directors of the Company has not authorized
any of the foregoing.
4.4
Subsidiaries. The Company does not own or control, directly or indirectly, any partnership interests, shares, or other equity
interests in any Person or any voting rights or right to control the policies and/or direction of any Person, other than in Merger Sub.
4.5
Governmental Approvals. Except as otherwise described in Schedule 4.5 of the Company Disclosure Schedules, no Consent of or with
any Governmental Authority on the part of the Company is required to be obtained or made in connection with the execution, delivery or
performance by the Company of this Agreement or any Ancillary Documents or the consummation by the Company of the transactions contemplated
hereby or thereby other than (a) such filings as expressly contemplated by this Agreement, (b) pursuant to Antitrust Laws, (c) the ISA
permit for the Israeli Prospectus to be published by the Company for the offering of the Earnout Rights and the ISA clearance of the
Company General Meeting Notice; (d) the approval of the TASE for the listing for trade on the TASE of (i) the Company Ordinary Shares
to be issued under this Agreement; (ii) the offering and issuance of the Earnout Rights as well as their underlying Earnout Shares, and
(iii) the Ordinary Shares underlying the Public Warrants; (d) the declaration of effectiveness by the SEC of the registration statement
on Form F-4 to be filed by the Company with respect to the Transaction and the approvals referred to in Section 5.23; and (e)
applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue sky” securities Laws, and
the rules and regulations thereunder.
4.6
Non-Contravention. Except as otherwise described in Schedule 4.6 of the Company Disclosure Schedules, for the filing of the Amended
Organizational Documents, the execution and delivery by the Company of this Agreement and each Ancillary Document to which the Company
is or is required to be a party or otherwise bound as of the date of this Agreement, and the consummation by the Company of the transactions
contemplated hereby and thereby and compliance by the Company with any of the provisions hereof and thereof, will not (a) conflict with
or violate, or constitute a default under, any provision of the Company Organizational Documents, (b) subject to obtaining the Consents
from Governmental Authorities referred to in Section 4.5 hereof, the waiting periods referred to therein having expired, and any
condition precedent to such Consent or waiver having been satisfied, conflict with or violate any Law, Order or Consent applicable to
the Company or any of its material properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute
a default (or an event which, with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination,
withdrawal, suspension, cancellation or modification of, (iv) accelerate the performance required by the Company under, (v) result in
a right of termination or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii)
result in the creation of any Lien upon any of the material properties or assets of the Company under, (viii) give rise to obtain any
third party Consent or provide any notice to, any Person or (ix) give any Person the right to declare a default, exercise any remedy,
claim a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify
any right, benefit, obligation or other term under, any of the terms, conditions or provisions of any Company Material Contract, except
in cases of clauses (b) and (c), as would not individually or in the aggregate reasonably be expected to be have a Material Adverse Effect
on the Company or Merger Sub.
4.7
Financial Statements
(a)
As used herein, the term “Company Financials” means the (i) audited financial statements of the Company (including,
in each case, any related notes thereto), consisting of the balance sheets of the Company as of December 31, 2022 and December 31, 2021,
and the related audited income statements, changes in shareholders’ equity and statements of cash flows for the fiscal years then
ended, each audited pursuant to IFRS, (ii) when delivered in accordance with Section 5.4(a), the Audited Financial Statements,
(iii) the unaudited and unreviewed financial statements, consisting of the statement of profit and loss of the Company as of March 31,
2023 (the “Interim Balance Sheet Date”) for the three months then ended, and (iv) when delivered in accordance
with Section 5.4(a), the Reviewed Interim Financial Statements. True and correct copies of the Company Financials have been or
will be provided to SPAC in accordance with the terms set forth in this Agreement. The Company Financials (i) accurately reflect the
books and records of the Company as of the times and for the periods referred to therein, (ii) were prepared in accordance with IFRS,
consistently applied throughout and among the periods involved (except that the unaudited and unreviewed financial statements exclude
the footnote disclosures and other presentation items required for IFRS and exclude year-end adjustments which will not be material in
amount), (iii) comply with all applicable accounting requirements under the Israeli Securities Law and regulations, and (iv) fairly present
in all material respects the financial position of the Company as of the respective dates thereof and the results of the operations and
cash flows of the Company for the periods indicated. The Company has never been subject to the reporting requirements of Sections 13(a)
and 15(d) of the Exchange Act.
(b)
The Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting
controls that provide reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that such the Company’s
assets are used only in accordance with the Company’s management directives, (ii) transactions are executed with management’s
authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain
accountability for the Company’s assets, (iv) access to such Company’s assets is permitted only in accordance with management’s
authorization, (v) the reporting of the Company’s assets is compared with existing assets at regular intervals required by applicable
accounting principles and verified for actual amounts, and (vi) accounts, notes and other receivables and inventory are recorded accurately,
and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and
timely basis, in each instance, in accordance with applicable accounting principles. All of the financial books and records of the Company
are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and
in accordance with applicable Laws. The Company has not been subject to or involved in any material fraud that involves management or
other employees who have a significant role in the internal controls over financial reporting of the Company. In the past five (5) years,
the Company or its Representatives has not received any written complaint, allegation, assertion or claim regarding the accounting or
auditing practices, procedures, methodologies or methods of the Company or its internal accounting controls, including any material written
complaint, allegation, assertion or claim that the Company has engaged in questionable accounting or auditing practices.
(c)
The Company does not have any Indebtedness other than the Indebtedness set forth on Schedule 4.7(c) of the Company Disclosure
Schedules, which schedule sets for the amounts (including principal and any accrued but unpaid interest or other obligations) with respect
to such Indebtedness. Except as disclosed on Schedule 4.7(c) of the Company Disclosure Schedules, no Indebtedness of the Company contains
any restriction upon (i) the prepayment of any of such Indebtedness, (ii) the incurrence of Indebtedness by the Company, or (iii) the
ability of the Company to grant any Lien on their respective properties or assets.
(d)
Except as set forth on Schedule 4.7(d) of the Company Disclosure Schedules, the Company is not subject to any Liabilities or obligations
(whether or not required to be reflected on a balance sheet prepared in accordance with IFRS), except for those that are either (i) adequately
reflected or reserved on or provided for in the balance sheet of the Company as of the Interim Balance Sheet Date contained in the Company
Financials or (ii) not material and that were incurred after the Interim Balance Sheet Date in the ordinary course of business consistent
with past practice (other than Liabilities for material breach of any Contract or violation of any Law).
(e)
All projections with respect to the Company that were delivered by or on behalf of the Company to SPAC or its Representatives were prepared
in good faith using assumptions that the Company believes to be reasonable at the time the projections were prepared. Any such projections
shall remain subject at all times to the assumptions, qualifiers, risks and uncertainties related thereto.
(f)
All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Company (the “Accounts
Receivable”) arose from sales actually made or services actually performed in the ordinary course of business and represent
valid obligations to the Company arising from its business. Except as set forth under Schedule 4.7(f) of the Company Disclosure
Schedules, none of the Accounts Receivable are subject to any right of recourse, defense, deduction, return of goods, counterclaim, offset,
or set off on part of the obligor in excess of any amounts reserved therefore on the Company Financials. All of the Accounts Receivable
are, to the Knowledge of the Company, fully collectible according to their terms in amounts not less than the aggregate amounts thereof
carried on the books of the Company (net of reserves).
4.8
Absence of Certain Changes. Except as set forth on Schedule 4.8 of the Company Disclosure Schedules, or for actions expressly
contemplated by this Agreement, since January 1, 2023 to the date of this Agreement, the Company has (a) conducted its business only
in the Ordinary Course of Business, and (b) not been subject to a Material Adverse Effect.
4.9
Compliance with Laws. The Company is not, or since January 1, 2021, has not been, in conflict or non-compliance with, or in default
or violation of, any Laws applicable to it or the conduct of its business, except as would not be material to the Company taken as a
whole. The Company has not, since January 1, 2021, received any written or, to the Knowledge of the Company, oral, notice of any material
conflict or non-compliance with, or material default or violation of, any applicable Laws by which it is or any of its properties, assets,
employees, business or operations are or were bound or affected.
4.10
Company Permits. The Company holds all Permits necessary to lawfully conduct in all material respects its business as presently
conducted to own, lease and operate its assets and properties (collectively, the “Company Permits”) except
where the failure to have any such Permit will not have a Material Adverse Effect. All of the Company material Permits are in full force
and effect and no suspension or cancellation of any of the Company is pending or, the Company’s Knowledge, threatened, except where
the failure thereof will not have a Material Adverse Effect. Schedule 4.10 of the Company Disclosure Schedules correctly lists each material
Company Permit, together with the name of the Governmental Authority issuing the same. The Company is not in violation of the material
terms of any material Company Permit except as would not reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect on the Company. Since January 1, 2023, the Company has not received any written or, to the Knowledge of the Company, oral
notice of any Actions relating to the revocation or modification of any Company Permit.
4.11
Litigation. There is no (a) Action of any nature currently pending or, to the Company’s Knowledge, threatened and no such
Action has been brought or, to the Company’s Knowledge, threatened in the past five (5) years); or (b) except as described on Schedule
4.11 of the Company Disclosure Schedules, Order now pending or outstanding or that was rendered by a Governmental Authority in the past
five (5) years, in either case of (a) or (b) by or against the Company, its current or former directors, officers or equity holders (provided,
that any litigation involving the directors, officers or equity holders of the Company must be related to the Company’s business,
equity securities or assets), its business, equity securities or assets. There is no unsatisfied judgment or any open injunction binding
upon the Company reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect upon the Company.
In the past five (5) years, none of the current or former officers, senior management or directors of the Company have been charged with,
indicted for, arrested for, or convicted of any crime involving fraud in connection with their service with, or employment by, the Company,
or, to the Company’s Knowledge, any felony.
4.12
Material Contracts.
(a)
Schedule 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of, and the Company has made available
to SPAC true, correct and complete copies of, each Contract to which the Company is a party or by which the Company, or any of its properties
or assets are bound (each Contract required to be set forth on Schedule 4.12(a) of the Company Disclosure Schedules, a “Company
Material Contract”) that:
(i)
contains covenants that limit in any material respect the ability of the Company (A) to compete in any line of business or with any Person
or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants,
employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B)
to purchase or acquire an interest in any other Person;
(ii)
relates to the formation, creation, operation, management or control of any joint venture, profit-sharing, partnership, non-wholly-owned
limited liability company or other similar agreement or arrangement relating to the formation, creation, operation, management or control
of any such entity, or involving the sharing of profits or losses;
(iii)
evidences Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of the Company having an outstanding principal
amount in excess of $250,000;
(iv)
involves the lease, license, sale, use acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or
assets with an aggregate value in excess of $250,000 (other than in the Ordinary Course of Business) or shares or other equity interests
of the Company or another Person in the Company);
(v)
relates to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other
entity or its business or material assets with a value above $250,000 or the sale of the Company or its business or material assets with
a value above $250,000;
(vi)
by its terms, individually or with all related Contracts, requires aggregate payments or receipts by the Company under such Contract
or Contracts of at least $500,000 per year or $500,000 in the aggregate;
(vii)
obligates the Company to (A) provide a guarantee of obligations of a third party after the date of this Agreement in excess of $250,000
or (B) indemnification arrangements and other hold harmless arrangements made or provided by the Company to a third party, in each case,
other than those incurred in the Ordinary Course of Business;
(viii)
obligates the Company to make any capital commitment or expenditure in excess of $250,000;
(ix)
entered into within three (3) years prior to the date of this Agreement under which the Company has material outstanding obligations
(other than customary confidentiality or non-disparagement obligations) in excess of $250,000;
(x)
is an employment or engagement Contract with any officer, director, employee, consultant or individual independent contractor of the
Company under which the Company (A) has continuing obligations for payment of annual base compensation of at least $250,000, or (B) has
severance or post-termination obligations in excess of $250,000 as measured as of the date of this Agreement (other than at-will employment
arrangements with employees entered into in the ordinary course of business consistent with past practice), including all non-competition,
severance and indemnification agreements;
(xi)
to the Company’s Knowledge, relates to the voting or control of the equity interests of the Company or the election of directors
of the Company (other than the Organizational Documents of the Company);
(xii)
relates to benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or independent contractor
of the Company that will be increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value
thereof will be calculated on the basis of any of the transactions contemplated by this Agreement;
(xiii)
is between the Company, on one hand, and any Related Person, on the other hand;
(xiv)
that will be required to be filed with the Registration Statement under applicable SEC requirements or would otherwise be required to
be filed by the Company as an exhibit for a Form S-1 pursuant to Items 601(b)(1), (2), (4), (9) or (10) of Regulation S-K under the Securities
Act as if the Company was the registrant;
(xv)
involves any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other
derivative financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature
whatsoever, whether tangible or intangible, including currencies, interest rates, foreign currency and indices;
(xvi)
is with any Top Customer or Top Supplier;
(xvii)
provides another Person (other than the Company or any manager, director or officer of the Company) with a power of attorney;
(xviii)
is between the Company and a third party (which is not a Company’s employee) and relates to the development ownership, licensing
or use of any Intellectual Property by, to or from the Company, other than “shrink wrap,” “click wrap,” and “off
the shelf” software agreements and other agreements for Software commercially available on reasonable terms to the public generally
with license, maintenance, support and other fees of less than $250,000 per year;
(xix)
relates to a settlement entered into within three (3) years prior to the date of this Agreement or under which the Company has outstanding
obligations (other than customary confidentiality obligations) in excess of $100,000;
(xx)
is between the Company, on the one hand, any Governmental Authority, on the other hand, with payments to or from the Company in the aggregate
of at least $250,000; or
(xxi)
is otherwise material to the Company and not described in clauses (i) through (xxii) above.
(b)
Except as disclosed in Schedule 4.12(b) of the Company Disclosure Schedules, with respect to each Company Material Contract: (i) such
Company Material Contract was entered into at arms’ length and in the Ordinary Course of Business; (ii) such Company Material Contract
is legal, valid and binding and enforceable in all respects against the Company and is in full force and effect (except, in each case,
as such enforcement may be limited by the Enforceability Exceptions); (iii) the consummation of the transactions contemplated by this
Agreement will not affect the validity or enforceability of any Company Material Contract; (iv) the Company is not in breach or default
in any material respects, and to the Company’s Knowledge, no event has occurred that with the passage of time or giving of notice
or both would constitute a material breach or default by the Company, or permit termination or acceleration by the other party thereto,
under such Company Material Contract; (v) to the Knowledge of the Company, no other party to such Company Material Contract is in material
breach or default under such Company Material Contract, and, to the Company’s Knowledge, no event has occurred that with the passage
of time or giving of notice or both would constitute such a material breach or default by such other party, or permit termination or
acceleration by the Company, under such Company Material Contract; (vi) the Company has not received written or, to the Knowledge of
the Company, oral notice of an intention by any party to any such Company Material Contract that provides for a continuing obligation
by any party thereto to terminate such Company Material Contract or amend the terms thereof, other than modifications in the ordinary
course of business that do not adversely affect the Company in any material respect; and (vii) The Company has not waived any rights
under any such Company Material Contract.
4.13
Intellectual Property.
(a)
Schedule 4.13(a)(i) of the Company Disclosure Schedules sets forth: all U.S. and foreign registered Patents, Trademarks, Copyrights and
Internet Assets and applications owned or licensed by the Company or otherwise used or held for use by the Company in which the Company
is the owner or licensee, other than Off-the-Shelf Software (as defined below) that is licensed to the Company (“Company
Registered IP”), specifying, as to each item, as applicable: (A) the nature of the item, including the title, (B) the owner
of the item, (C) the jurisdictions in which the item is issued or registered or in which an application for issuance or registration
has been filed and (D) the issuance, registration or application numbers and dates. Schedule 4.13(a)(ii) of the Company Disclosure Schedules
sets forth all Intellectual Property licenses, sublicenses and other agreements or permissions (“Company IP Licenses”)
(other than “shrink wrap,” “click wrap,” and “off the shelf” software agreements and other agreements
for Software commercially available on reasonable terms to the public generally with license, maintenance, support and other fees of
less than $100,000 per year (collectively, “Off-the-Shelf Software”), which are not required to be listed,
although such licenses are “Company IP Licenses” as that term is used herein), under which the Company is a licensee or otherwise
is authorized to use or practice any Intellectual Property, and describes (A) the applicable Intellectual Property licensed, sublicensed
or used and (B) any royalties, license fees or other compensation due from the Company, if any. Except as set forth in Schedule 4.13(a)(iii)
of the Company Disclosure Schedules, the Company owns, free and clear of all Liens (other than Permitted Liens), has valid and enforceable
rights in, and has the unrestricted right to use, sell, license, transfer or assign, all Intellectual Property currently used, licensed
or held for use by the Company, and previously used or licensed by the Company, except for the Intellectual Property that is the subject
of the Company IP Licenses. No item of Company Registered IP that consists of a pending Patent application fails to identify all pertinent
inventors, and for each Patent and Patent application in the Company Registered IP, the Company have obtained valid assignments of inventions
from each inventor. Except as set forth on Schedule 4.13(a)(iv) of the Company Disclosure Schedules, all Company Registered IP is owned
exclusively by the Company without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third party
with respect to such Company Registered IP, and the Company has recorded assignments of all Company Registered IP, and paid all required
fees and maintenance fees for all Company Registered IP, and to the Knowledge of the Company, all Company Registered IP is valid, enforceable,
subsisting, and in effect, or seeks rights that the Company believes to be valid and enforceable.
(b)
The Company has a valid and enforceable license to use all Intellectual Property that is the subject of the Company IP Licenses applicable
to the Company. The Company IP Licenses include all of the licenses, sublicenses and other agreements or permissions reasonably necessary
to operate the Company as presently conducted. The Company has performed all material obligations imposed on it in the Company IP Licenses,
has made all payments required to date, and the Company is not, nor, to the Knowledge of the Company, is any other party thereto, in
material breach or default thereunder, nor has any material event occurred that with notice or lapse of time or both would constitute
a material default thereunder. All registrations for Copyrights, Patents, Trademarks and Internet Assets that are owned by or exclusively
licensed to the Company are valid, in force and in good standing with all required fees and maintenance fees having been paid with no
Actions pending, and all applications to register any Copyrights, Patents and Trademarks are pending and in good standing. The Company
is not party to any Contract that requires the Company to assign to any Person all of its rights in any Intellectual Property developed
by the Company under such Contract.
(c)
Schedule 4.13(c) of the Company Disclosure Schedules sets forth all licenses, sublicenses and other agreements or permissions under which
the Company is the licensor, other than agreements entered into with customers of the Company in the ordinary course of business (each,
an “Outbound IP License”), and for each such Outbound IP License, describes (i) the applicable Intellectual
Property licensed, (ii) the licensee under such Outbound IP License, and (iii) any royalties, license fees or other compensation due
to the Company, if any. The Company has performed all material obligations imposed on it in the Outbound IP Licenses, and the Company
is not, nor, to the Knowledge of the Company, is any other party thereto, in breach or default thereunder, nor, to the Knowledge of the
Company, has any event occurred that with notice or lapse of time or both would constitute a default thereunder.
(i)
No Action is pending or, to the Company’s Knowledge, threatened against the Company that challenges the validity, enforceability,
ownership, or right to use, sell, license or sublicense, any Intellectual Property currently owned, licensed, used or held for use by
the Company, nor, to the Knowledge of the Company, is there any reasonable basis for any such Action. The Company has not received any
written or oral notice or claim asserting or suggesting that any infringement, misappropriation, violation, dilution or unauthorized
use of the Intellectual Property of any other Person is or may be occurring or has or may have occurred, as a consequence of the business
activities of the Company, nor to the Knowledge of the Company is there a reasonable basis therefor. There are no Orders to which the
Company is a party or its otherwise bound that (i) restrict the rights of the Company to use, transfer, license or enforce any Intellectual
Property owned by the Company, (ii) restrict the conduct of the business of the Company in order to accommodate a third Person’s
Intellectual Property, or (iii) other than the Outbound IP Licenses, grant any third Person any right with respect to any Intellectual
Property owned by the Company. To the Company’s Knowledge, the Company is currently not infringing, and has not, in the past six
(6) years, infringed, misappropriated or violated any Intellectual Property of any other Person in any material respect in connection
with the ownership, use or license of any Intellectual Property owned or purported to be owned by the Company or, to the Knowledge of
the Company, otherwise in connection with the conduct of the businesses of the Company. To the Company’s Knowledge, no third party
is currently, or in the past six (6) years has been, infringing upon, misappropriating or otherwise violating any Intellectual Property
exclusively owned, licensed by or licensed to (other than Off-the-Shelf Software that is licensed to the Company), the Company (“Company
Intellectual Property”) in any material respect.
(d)
Except as set forth in Schedule 4.13(d) of the Company Disclosure Schedules, all officers, directors, employees and independent
contractors of the Company (and each of their respective Affiliates), who, either alone or in concert with others, developed, invented,
discovered, derived, programmed or designed the Company Intellectual Property, have assigned to the Company all Intellectual Property
arising from the services performed for the Company by such Persons and all such assignments of Company Registered IP have been recorded.
To the Company’s Knowledge, no current or former officers, employees or independent contractors of the Company have claimed any
ownership interest in any Intellectual Property owned by the Company. To the Knowledge of the Company, there has been no violation of
the Company’s policies or practices related to protection of Company Intellectual Property or any confidentiality or nondisclosure
Contract relating to the Intellectual Property owned by the Company. The Company has made available to SPAC true and complete copies
of any written Contracts referenced in subsections under which employees and independent contractors assigned their Intellectual Property
to the Company. To the Company’s Knowledge, without conducting any research, none of the employees of the Company is obligated
under any Contract, or subject to any Order, that would materially interfere with the use of such employee’s best efforts to promote
the interests of the Company, or that would materially conflict with the business of the Company as presently conducted. The Company
has taken reasonable security measures in order to protect the secrecy, confidentiality and value of the material Company Intellectual
Property.
(e)
To the Knowledge of the Company, no Person has obtained unauthorized access to third party information and data (including personally
identifiable information) in the possession of the Company, nor has there been any other material compromise of the security, confidentiality
or integrity of such information or data, and no written or, to the Knowledge of the Company, oral complaint relating to an improper
use or disclosure of, or a breach in the security of, any such information or data has been received by the Company. The Company does
not process personal information as a central part of its core activities. To the Company’s Knowledge, the Company has complied
in all material respects with all applicable Laws and Contract requirements relating to privacy, personal data protection, and the collection,
processing and use of personal information and its own privacy policies and guidelines, to the extent applicable. To the Company’s
Knowledge, the operation of the business of the Company has not and does not violate any right to privacy.
(f)
Except as forth in Schedule 4.13(f) of the Company Disclosure Schedules, no Government Grants and no funding, facilities
or property of any university, college, other educational institution or research center or any Governmental Authority were received
by or for the Company or used in the development of any Company Intellectual Property. No Governmental Authority, university, college,
other academic institution or research center own, purport to own, have any other rights in or to or have any option to obtain any rights
in or to, any Company Intellectual Property. The Company has not received any written notice from any Israeli Governmental Authority,
claiming any rights under Section 55, Chapter 6 or Chapter 8 of the Israeli Patents Law, 1967. To the Company’s Knowledge, no current
or former employee, consultant or independent contractor of the Company who was involved in, or who contributed to, the creation or development
of any Company Intellectual Property has performed services for any Governmental Authority, military unit, university, college or other
educational institution or research center during a period of time during which such employee, consultant or independent contractor was
also performing services for the Company.
(g)
Schedule 4.13(g) of the Company Disclosure Schedules sets forth a true and complete list of all Government Grants received
or applied for by the Company (the “Company Government Grants”). Schedule 4.13(g) of the Company
Disclosure Schedules also sets forth: (i) the aggregate amount of each Government Grant and each pending Government Grant application;
(ii) the rate of royalties the Company is required to pay and the total amount of royalties paid to date in respect of each Government
Grant, and the aggregate outstanding obligations thereunder with respect to royalties or other amounts payable by the Company; (iii)
the outstanding amounts to be paid by the Company under such Government Grants, if any; and (iv) the items of Company Intellectual Property
that were developed or derived, in whole or in part, directly or indirectly, from products/know-how developed using funds received under
any of the Company Government Grants. The Company is and has been in compliance with the material terms, conditions, undertakings and
requirements under or in connection with the Company Government Grants. There is no outstanding requirement that the Company return or
refund any benefits provided under any Company Government Grant. No Company Government Grant imposes any restriction on the Company’s
use of any Company Intellectual Property or gives any Person any rights in any Company Intellectual Property, other than as set forth
in Schedule 4.13(a)(iii) of the Company Disclosure Schedules or pursuant to the Innovation Law and as and to such extent provided in
the approval certificate for the applicable IIA Grant. To the Company’s Knowledge, no event has occurred, and no circumstance or
condition exists, that could reasonably be expected to give rise to: (A) the revocation, withdrawal, suspension, cancellation, recapture
or material modification of any Company Government Grant; (B) the imposition of any material limitation on any Company Government Grant
or any material benefit available in connection with any Company Government Grant; (C) a requirement that the Company return or refund
any benefits provided under any Company Government Grant; or (D) an acceleration or increase of royalty payments obligation, or obligation
to pay additional payments to any person under any Government Grants. To the Company’s Knowledge, no claim or challenge has been
made by any Governmental Authority with respect to the Company’s entitlement to any Government Grants or compliance thereby with
the Innovation Law or other applicable Laws. Other than as detailed in Schedule 4.13(g) of the Company Disclosure Schedules,
the consummation of the transactions contemplated hereby will not adversely affect the qualification for any Company Government Grant,
the terms or remaining duration thereof, or require reimbursement of any previously claimed Company Government Grant, and no consent,
approval, order or authorization by, release or waiver of, or registration, qualification, declaration or filing with, or notice to,
the IIA or any other Governmental Authority is required, prior to the consummation of such transactions, in order to preserve the entitlement
to any Company Government Grants.
(h)
The consummation of any of the transactions contemplated by this Agreement will not result in the material breach, material
modification, cancellation, termination, suspension of, or acceleration of any payments with respect to, or release of source code
because of (i) any Contract providing for the license or other use of Intellectual Property owned by the Company, or (ii) any
Company IP License. Following
the Closing, the Company shall be permitted to exercise all its rights under such Contracts or Company IP Licenses to the same extent
that the Company would have been able to exercise had the transactions contemplated by this Agreement not occurred, without the payment
of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company would otherwise be required
to pay in the absence of such transactions.
4.14
Taxes and Returns.
(a)
The Company has or shall have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required
to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material
respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected
or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied
in all material respects with all applicable Laws relating to Tax.
(b)
There is no Action currently pending or, to the Knowledge of the Company, threatened against the Company by a Governmental Authority
in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
(c)
The Company is not being audited by any Tax authority or has been notified in writing or, to the Knowledge of the Company, orally by
any Tax authority that any such audit is contemplated or pending. There are no claims, assessments, audits, examinations, investigations
or other Actions pending against the Company in respect of any Tax, and the Company has not been notified in writing of any proposed
Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Company Financials
have been established).
(d)
There are no Liens with respect to any Taxes upon the Company’s assets, other than Permitted Liens.
(e)
The Company has collected or withheld all Taxes currently required to be collected or withheld by it, including in connection with amounts
paid or owing to any employee, individual independent contractor, other service providers, creditors, equity interest holder or other
third-party, and all such Taxes have been paid to the appropriate Governmental Authorities or set aside in appropriate accounts for future
payment when due.
(f)
The Company has no outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There are
no outstanding requests by the Company for any extension of time within which to file any Tax Return or within which to pay any Taxes
shown to be due on any Tax Return.
(g)
The Company has not made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed
an agreement with, any taxing authority that would reasonably be expected to have a material impact on its Taxes following the Closing.
(h)
The Company has not participated in, or sold, distributed or otherwise promoted, any “listed transaction,” as defined in
U.S. Treasury Regulation Section 1.6011-4.
(i)
The Company has no Liability or potential Liability for the Taxes of another Person that are not adequately reflected in the Company
Financials (i) under any applicable Tax Law, (ii) as a transferee or successor, or (iii) by contract, indemnity or otherwise (excluding
commercial agreements entered into in the ordinary course of business the primary purpose of which is not the sharing of Taxes). The
Company is not a party to or bound by any Tax indemnity agreement, Tax sharing agreement or Tax allocation agreement or similar agreement,
arrangement or practice (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which
is not the sharing of Taxes) with respect to Taxes (including advance pricing agreement, closing agreement or other agreement relating
to Taxes with any Governmental Authority) that will be binding on the Company with respect to any period following the Closing Date.
(j)
Except as set forth in Schedule 4.14(j) of the Company Disclosure Schedules, the Company has not requested, nor is it the subject
of or bound by any private letter ruling, including any “taxation decision” (Hachlatat Misui) from the ITA, technical
advice memorandum, closing agreement or similar ruling, memorandum or agreement with any Governmental Authority with respect to any Taxes,
nor is any such request outstanding.
(k)
The Company: (i) has not constituted either a “distributing corporation” or a “controlled corporation” (within
the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities (to any Person or entity that is not a member of the
consolidated group of which the Company is the common parent corporation) qualifying for, or intended to qualify for, Tax-free treatment
under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could otherwise
constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the
Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is not or has ever been (A) a U.S. real property holding
corporation within the meaning of Section 897(c)(2) of the Code or a real property corporation (Igud Mekarke’in) within
the meaning of such term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 1963, or (B) a member of any
consolidated, combined, unitary or affiliated group of corporations for any Tax purposes other than a group of which the Company is or
was the common parent corporation.
(l)
The Company is not aware of any fact or circumstance that would reasonably be expected to prevent, impair or impede the Merger from qualifying
for the Intended Tax Treatment.
(m)
The Company is duly registered and has complied in all respects with the requirements concerning Israeli value added Tax (“VAT”).
The Company (i) has not made any exempt transactions (as defined in the Israeli Value Added Tax Law, 1975 (the “Israeli VAT
Law”)) and there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable
or paid on inputs, supplies, and other transactions and imports made by it, (ii) if and to the extent applicable, has collected and timely
remitted to the relevant taxing authority all output VAT which it is required to collect and remit, to the extent required under any
applicable Law and (iii) has not received a refund for input VAT for which it is not entitled under any applicable Law.
(n)
(i) The Company does not participate or engage in, nor has participated or engaged in, any transaction listed in Section 131(g) of the
Ordinance and the Israeli Income Tax Regulations (Reportable Tax Planning), 2006, promulgated thereunder; (ii) the Company is not taking,
or has taken, a Tax position that is subject to reporting under Section 131E of the Ordinance; (iii) the Company has not obtained a legal
or Tax opinion that is subject to reporting under Section 131D of the Ordinance; and (iv) the Company is not engaging in or is part of,
nor has engaged in or was part of, any action or transaction that is classified as a “reportable opinion” under Section 67C
of the Israeli VAT Law or a “reportable position” under Section 67D of the Israeli VAT Law.
(o)
The Company is not benefiting, nor has benefited or applied for benefits from any grants, exemption, tax holiday, reduced tax rates or
accelerated depreciation under the Israeli Law for the Encouragement of Capital Investments, 1959 (the “Capital Investment
Law”), including Preferred Technological Enterprise, Preferred Enterprise, Benefitted Enterprise and Approved Enterprise
Status. The Company has no retained earnings that would be subject to Israeli corporate Tax due to the distribution of a “dividend”
from such earnings (as the term “dividend” is specifically defined by the ITA in the framework of the Capital Investment
Law) or other actions that are deemed as dividend for these purposes.
(p)
The Company Equity Plan is intended to qualify as a capital gains route plan under Sections 102(b)(2) and 102(b)(3) of the Ordinance
and is deemed approved by passage of time without objection by the ITA. All equity awards granted pursuant to such Company Equity Plan
and all shares issued pursuant to such equity awards were and are currently in compliance with the applicable requirements of Sections
102(b)(2) and 102(b)(3) of the Ordinance and the written requirements and guidance of the ITA, including the filing of the necessary
documents with the ITA, the receipt of the required written consents from the grantees, the appointment of the 102 Trustee to hold the
equity awards granted under Section 102 of the Ordinance, the grant of equity awards under Section 102 only following the lapse of the
required 30-day period from the filing of the applicable equity incentive plan (or amendment thereto) with the ITA, and the due deposit
of such securities with the 102 Trustee pursuant to the terms of Section 102 and the guidance published by the ITA on July 24, 2012,
and clarification dated November 6, 2012.
(q)
The Company is not subject to any restrictions or limitations pursuant to Part E2 of the Ordinance or pursuant to any Tax ruling made
with reference to the provisions of such Part E2 or otherwise.
(r)
The Company is, and has always been, Tax resident only in its jurisdiction of formation and is, and has always been “managed and
controlled” (as such term is defined under the Ordinance) in its country of formation. The Company is not engaged in or has ever
been engaged in a trade or business through a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has
an office or fixed place of business or activities causing it to be subject to Taxes imposed or collected by any taxing jurisdiction
in a country other than the country in which it is organized.
4.15
Title; Real Property. Schedule 4.15 of the Company Disclosure Schedules contains a complete and accurate list of all premises
currently leased or subleased by the Company for the operation of the business of the Company, and of all current leases, lease guarantees,
agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively,
the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property
Lease. The Company has provided to SPAC a true and complete copy of each of the Company Real Property Leases, and in the case of any
oral Company Real Property Lease, a written summary of the material terms of such Company Real Property Lease. The Company Real Property
Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. To the Knowledge of the Company,
no event has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event)
would constitute a default on the part of the Company or any other party under any of the Company Real Property Leases, and the Company
has not received notice of any such condition. The Company does not own or has ever owned any real property or any interest in real property
(other than the leasehold interests in the Company Real Property Leases).
4.16
Personal Property. Each item of Personal Property which is currently owned, used or leased by the Company with a book value or
fair market value of greater than Fifty Thousand Dollars ($50,000) is set forth on Schedule 4.16 of the Company Disclosure Schedules,
along with, to the extent applicable, a list of lease agreements, lease guarantees, security agreements and other agreements related
thereto, including all amendments, terminations and modifications thereof or waivers thereto (“Company Personal Property
Leases”). Except as set forth in Schedule 4.16 of the Company Disclosure Schedules, all such items of Personal Property
are in good operating condition and repair (reasonable wear and tear excepted consistent with the age of such items), and are suitable
for their intended use in the business of the Company. The operation of the Company’s business as it is now conducted or presently
proposed to be conducted is not dependent upon the right to use the Personal Property of Persons other than the Company, except for such
Personal Property that is owned, leased or licensed by or otherwise contracted to the Company. The Company has provided to SPAC a true
and complete copy of each of the Company Personal Property Leases, and in the case of any oral Company Personal Property Lease, a written
summary of the material terms of such Company Personal Property Lease. The Company Personal Property Leases are valid, binding and enforceable
in accordance with their terms and are in full force and effect. To the Knowledge of the Company, no event has occurred which (whether
with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default on the part
of the Company or any other party under any of the Company Personal Property Leases, and the Company has not received notice of any such
condition.
4.17
Title to and Sufficiency of Assets. The Company has good and marketable title to, or a valid leasehold interest in or right to
use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests,
(c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Company Financials and (d)
Liens set forth on Schedule 4.17 of the Company Disclosure Schedules. The assets (including Intellectual Property rights and contractual
rights) of the Company constitute all of the assets, rights and properties that are used in the operation of the businesses of the Company
as it is now conducted and presently proposed to be conducted or that are used or held by the Company for use in the operation of the
businesses of the Company, and taken together, are adequate and sufficient for the operation of the business of the Company as currently
conducted and as presently proposed to be conducted.
4.18
Employee Matters.
(a)
The Company is not or has been in the past a party to any collective bargaining agreement or other Contract covering any group of employees,
labor organization or other representative of any of the employees of the Company, and the Company has no Knowledge of any activities
or proceedings of any labor union or other party to organize or represent such employees. There has not occurred or, to the Knowledge
of the Company, been threatened any strike, slow-down, picketing, work-stoppage, or other similar labor activity with respect to any
such employees. There are no pending demands from any employers’ or employees’ organization or in respect of payments of
any a membership fee, organizational services fee or any other fee. The Company is not subject to, and is not required to provide employee
benefits under, any extension order (tzav harchava), except for extension orders which generally apply to all employees in Israel.
Schedule 4.18(a) of the Company Disclosure Schedules sets forth all unresolved labor controversies (including unresolved grievances and
age or other discrimination claims), if any, that are pending or, to the Knowledge of the Company, threatened between the Company and
Persons employed by or providing services as independent contractors to the Company. No current officer or employee of the Company has
provided the Company written or, to the Knowledge of the Company, oral notice of his or her plan to terminate his or her employment with
the Company.
(b)
Except as set forth in Schedule 4.18(b) of the Company Disclosure Schedules, the Company (i) is and has been in compliance in all material
respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, health and safety
and wages and hours, pension and social contributions, and other Laws relating to discrimination, harassment, disability, labor relations,
hours of work, payment of wages and overtime wages, pay equity, immigration, workers compensation, working conditions, employee scheduling,
occupational safety and health, family and medical leave, and employee terminations, and has not received written or, to the Knowledge
of the Company, oral notice that there is any pending Action involving unfair labor practices against the Company, (ii) is not liable
for any material past due arrears of wages or any material penalty for failure to comply with any of the foregoing, and (iii) has deducted,
withheld, reported and paid all amounts required by Law or by agreement to be deducted, withheld, reported and paid with respect to wages,
salaries and other payments to employees and is not liable for any material deduction, withholding or payment to any Governmental
Authority, pension or provident fund, continuing education fund or other similar fund with respect to unemployment compensation benefits,
social security or other benefits or obligations for employees, independent contractors or consultants (other than routine deductions,
withholdings or payments to be made in the ordinary course of business and consistent with past practice). There are no Actions pending
or, to the Knowledge of the Company, threatened against the Company brought by or on behalf of any applicant for employment, any current
or former employee, any Person alleging to be a current or former employee, or any Governmental Authority, relating to any such Law or
regulation, or alleging breach of any express or implied contract of employment, wrongful termination of employment, or alleging any
other discriminatory, wrongful or tortious conduct in connection with the employment relationship. The Company has no liability with
respect to any misclassification of any person as an independent contractor rather than as an employee under applicable Laws. The Section
14 Arrangement (as defined below) was properly applied by the Company in accordance with the terms of the general permits issued by the
Israeli Labor Minister regarding all current and former employees whose employment is governed by Israeli law based on their full salaries
from their commencement date of employment. Except as set forth in Schedule 4.18(b) of the Company Disclosure Schedules, the Section
14 Arrangement (as defined below) was properly applied by the Company in accordance with the terms of the general permits issued by the
Israeli Labor Minister regarding all current and former employees whose employment is governed by Israeli law based on their full salaries
from their commencement date of employment. No allegations of sexual harassment or sexual misconduct while employed by, or providing
services to, the Company have been made against (i) any employee, independent contractor or any current or former officer or director
of the Company or (ii) any employee, independent contractor or any current or former officer or director of the Company. The Company
has not entered into any settlement agreement or conducted any investigation related to allegations of sexual harassment or sexual misconduct
by or regarding any current or former employee, contractor, director or officer of the Company.
(c)
Schedule 4.18(c) of the Company Disclosure Schedules sets forth a complete and accurate list as of the date hereof of all employees of
the Company showing for each as of such date (i) the employee’s name, job title, location, salary, any bonus, commission, deferred
compensation or other remuneration payable (other than any such arrangements under which payments are at the discretion of the Company),
(ii) any bonus, commission or other remuneration other than salary paid during the fiscal year ending December 31, 2022, and (iii) any
wages, salary, bonus, commission or other compensation due and owing to each employee during or for the fiscal year ending December 31,
2023, to the extent exist on top of the detailed benefits in sub-sections 4.18(c)(ii)-(iii), (iv) the employee’s recuperation pay
entitlement and accrual, entitlement to pension arrangement or any other provident fund (including manager’s insurance, pension
fund and education fund) and the respective contribution rates and the salary basis for such contributions, (v) whether such employee
is subject to the arrangement set out in Section 14 of the Israeli Severance Pay Law, 1963 (“Section 14 Arrangement”)
(and, to the extent such employee is subject to the Section 14 Arrangement, an indication of whether such arrangement has been applied
to such employee from the commencement date of their employment and on the basis of their entire salary), (vii) applicable notice period
in the event of termination; (viii) any severance or termination payment to which such employee may be entitled.. Except as set forth
on Schedule 4.18(c) of the Company Disclosure Schedules, the Company has paid in full to all its employees all wages, salaries, commission,
bonuses and other compensation due to its employees, including overtime compensation (other than routine payments consistent with past
practice), and the Company has no obligation or Liability (whether or not contingent) with respect to severance payments to any such
employees under the terms of any written or, to the Company’s Knowledge, oral agreement, or commitment or any applicable Law, custom,
trade or practice. Except as set forth in Schedule 4.18(c) of the Company Disclosure Schedules, the Company employee has entered into
the Company’s standard form of employee non-disclosure, inventions and restrictive covenants agreement with the Company (whether
pursuant to a separate agreement or incorporated as part of such employee’s overall employment agreement), a copy of which has
been made available to the SPAC by the Company.
(d)
Schedule 4.18(d) of the Company Disclosure Schedules contains a list of all independent contractors (including consultants) currently
engaged by the Company, along with description of the services, date of retention and rate of remuneration, for each such Person. Except
as set forth on Schedule 4.18(d) of the Company Disclosure Schedules, all of such independent contractors are a party to a written Contract
with the Company. Except as set forth on Schedule 4.18(d) of the Company Disclosure Schedules, each such independent contractor has entered
into customary covenants regarding confidentiality, non-competition and assignment of inventions and copyrights in such Person’s
agreement with the Company, a copy of which has been provided to SPAC by the Company. Except as set forth on Schedule 4.18(d) of the
Company Disclosure Schedules, for the purposes of applicable Law, to the Knowledge of the Company, all independent contractors who are
currently, or within the last three (3) years have been, engaged by the Company are bona fide independent contractors and not employees
of the Company. Except as set forth on Schedule 4.18(d) of the Company Disclosure Schedules, each independent contractor is terminable
on fewer than thirty (30) days’ notice, without any obligation of the Company to pay severance or a termination fee.
4.19
Benefit Plans.
(a)
Set forth on Schedule 4.19(a) of the Company Disclosure Schedules is a true and complete list of each Foreign Plan of the Company (each,
a “Company Benefit Plan”). The Company has never established, maintained, contributed to, or has or had any
Liability with respect to (or had an obligation to contribute to) any Benefit Plan, which is not a Foreign Plan.
(b)
With respect to each respect to each Company Benefit Plan, the Company has made available to SPAC accurate and complete copies, if applicable,
of: (i) the current plan documents and currently effective related trust agreements or annuity Contracts (including any amendments, modifications
or supplements thereto), and written descriptions of the material terms of any Company Benefit Plans which are not in writing; (ii) the
most recent actuarial valuation; and (iii) all material non-routine communications with any Governmental Authority within the past three
(3) years concerning any matter that is still pending or for which the Company has any outstanding Liability or obligation.
(c)
With respect to each Company Benefit Plan: (i) such Company Benefit Plan (1) has been administered and enforced in all material respects
in accordance with its terms and the requirements of all applicable Laws, and (2) has been maintained, where required, in good standing
with applicable regulatory authorities and Governmental Authorities (iii) no Action is pending, or to the Company’s Knowledge,
threatened (other than routine claims for benefits arising in the ordinary course of administration); and (iv) all contributions, premiums
and other payments (including any special contribution, interest or penalty) required to be made with respect to a Company Benefit Plan
have in all material respects been timely made. The Company has not incurred, or would incur in connection with the transactions contemplated
by this Agreement, any material Liability in connection with termination of, or withdraw from, any Company Benefit Plan. Without derogating
from any of the above representations, the Company’s liability towards its employees regarding severance pay, accrued vacation
and contributions to all Company Benefit Plan is fully funded or, if not required to be fully funded, is reserved against in the Company
Financials as of the dates of such Company Financials.
(d)
To the extent applicable, the present value of the accrued benefit liabilities (whether or not vested) under each Company Benefit Plan,
determined as of the end of the Company’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did
not exceed the current value of the assets of such Company Benefit Plan allocable to such benefit liabilities or have been accrued in
all material respects on the Company Financials.
(e)
The Company is not, nor will any the Company be, obligated, whether under any Company Benefit Plan or otherwise, to pay separation, severance,
termination or similar benefits to any Person as a result of any Transaction, nor will any Transaction accelerate the time of payment
or vesting, or increase the amount, of any benefit or other compensation due to any Person.
4.20
Environmental Matters. Except as set forth in Schedule 4.20 of the Company Disclosure Schedules:
(a)
The Company is and, to the Company’s Knowledge, has since its formation been in compliance in all material respects with all applicable
Environmental Laws, including obtaining, maintaining in good standing, and complying in all material respects with all Permits required
for its business and operations by Environmental Laws (“Environmental Permits”). No Action is pending or, to
the Company’s Knowledge, threatened to revoke, modify, or terminate any such Environmental Permit, and, to the Company’s
Knowledge, no facts, circumstances, or conditions currently exist that could adversely affect such continued compliance with Environmental
Laws and Environmental Permits or require capital expenditures to achieve or maintain such continued compliance with Environmental Laws
and Environmental Permits.
(b)
The Company is not the subject of any outstanding Order with any Governmental Authority or other Person in respect of any (i) Environmental
Laws, (ii) Remedial Action, or (iii) Release or threatened Release of a Hazardous Material, in each case, that has not been resolved
or that would be reasonably expected to result in a material Liability. The Company has not assumed, contractually or by operation of
Law, any Liabilities or obligations under any Environmental Laws.
(c)
To the Company’s Knowledge, no Action has been made or is pending, threatened against the Company or any assets of the Company
alleging either or both that the Company may be in material violation of any Environmental Law or Environmental Permit or may have any
material Liability under any Environmental Law.
(d)
The Company has not manufactured, treated, stored, disposed of, arranged for or permitted the disposal of, generated, handled or Released
any Hazardous Material, or owned or operated any property or facility, in a manner that has given any material Liability or material
obligation under applicable Environmental Laws. No fact, circumstance, or condition exists in respect of the Company or any property
currently owned, operated, or leased by the Company or any property to which the Company arranged for the disposal or treatment of Hazardous
Materials that result in the Company incurring any material Environmental Liabilities.
(e)
To the Company’s Knowledge, there is no investigation of the business, operations, or currently owned, operated, or leased property
of the Company or, to the Company’s Knowledge, previously owned, operated, or leased property of the Company pending or, to the
Company’s Knowledge, threatened that could lead to the imposition of any Liens under any Environmental Law or material Environmental
Liabilities.
(f)
To the Knowledge of the Company, there is not located at any of the properties of the Company any (i) underground storage tanks, (ii)
asbestos-containing material, or (iii) equipment containing polychlorinated biphenyls.
(g)
The Company has provided to SPAC all final and non-privileged environmentally related site assessments, audits, studies, reports, analysis
and results of investigations that have been performed in respect of the currently or previously owned, leased, or operated properties
of the Company.
4.21
Transactions with Related Persons. Except as set forth on Schedule 4.21 of the Company Disclosure Schedules, neither the Company
nor any of its Affiliates, nor any Related Person is presently, or in the past three (3) years, has been, a party to any transaction
with the Company, including any Contract or other arrangement (a) providing for the furnishing of services by (other than as officers,
directors or employees of the Company), (b) providing for the rental of real property or Personal Property from or (c) otherwise requiring
payments to (other than for services or expenses as directors, officers or employees of the Company in accordance with the terms of the
applicable employment, consulting or services agreement between the Company and such directors, officers or employees of the Company,
as applicable) any Related Person or any Person in which, to the Company’s Knowledge, any Related Person has an interest as an
owner, officer, manager, director, trustee or partner or in which any Related Person has any direct or indirect interest (other than
the ownership of securities representing no more than five percent (5%) of the outstanding voting power or economic interest of a publicly
traded company). The Company has no outstanding Contract or other arrangement or commitment with any Related Person, and no Related Person
owns any real property or Personal Property, or right, tangible or intangible (including Intellectual Property) which is used in the
business of the Company. The assets of the Company do not include any receivable or other obligation from a Related Person, and the liabilities
of the Company do not include any payable or other obligation or commitment to any Related Person. All material transactions since the
date on which the Company was first required to file reports to disclose material information on the ISA’s Internet-based “MAGNA”
system and the TASE website between the Company and interested parties (as such term is defined in the Israeli Companies Law) that require
approvals pursuant to the Israeli Companies Law or pursuant to the Company Organizational Documents have been duly approved. To the Company’s
Knowledge, no officer or director of the Company: (i) has any direct or indirect financial interest in, or is an officer, director, manager,
employee or consultant of, (A) any competitor, supplier, licensor, distributor, lessor, independent contractor or customer of the Company
or (B) any other entity which has any material business arrangement or relationship with the Company; provided, however,
for purposes of the foregoing clauses (A) and (B), that the ownership of securities listed on any national
securities exchange representing less than five percent (5%) of the outstanding voting power of any Person shall not be deemed to be
a “financial interest” in any such Person; (ii) has any interest in any property, asset or right used by the Company for
the Company’s business; or (iii) has any Indebtedness owed to the Company; or (iv) has received any funds from the Company since
the date of the Interim Balance Sheet Date, except for employment-related or service or consulting-related compensation received in accordance
with the terms of the applicable employment, consulting or services agreement between the Company and such Person.
4.22
Certain Business Practices.
(a)
Neither the Company, nor, to the Company’s Knowledge, any of their respective Representatives acting on their behalf, has (i) used
any funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) made any unlawful
payment to foreign or domestic government officials or employees, to foreign or domestic political parties or campaigns or violated any
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time, or any other local or foreign anti-corruption
or anti-bribery Law or (iii) made any other unlawful bribe. Neither the Company, nor, to the Company’s Knowledge, any of their
respective Representatives acting on their behalf has directly or indirectly, given or agreed to give any unlawful gift or similar benefit
in any material amount to any customer, supplier, governmental employee or any other Person who is or may be in a position to help or
hinder the Company or assist the Company in connection with any actual or proposed transaction.
(b)
The operations of the Company are and have been conducted at all times in compliance in all material terms with applicable money laundering
statutes in all applicable jurisdictions that govern the operations of the Company, the rules and regulations thereunder and any related
or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority that have jurisdiction on
the Company, and no Action involving the Company with respect to any of the foregoing is pending or, to the Knowledge of the Company,
threatened.
(c)
Neither the Company nor any of their respective directors, officers, or, to the Knowledge of the Company, any other Representative acting
on behalf of the Company is currently, or has been in the last five (5) years, (i) identified (or acting on behalf of any person identified
on) on the specially designated nationals or other blocked person list or otherwise currently subject to any sanctions administered by
OFAC, the U.S. Department of State, or other applicable Governmental Authority (collectively, the “Prohibited Party Lists”),
(ii) organized, resident, or located in, or a national of a comprehensively sanctioned country or territory (currently, Cuba, Iran, Syria,
Sudan, North Korea, Venezuela and the Donetsk, Luhansk and Crimea regions of Ukraine), including any country constituting an “enemy
state” under Israeli Trading with the Enemy Ordinance, 1939 (collectively, the “Sanctioned Countries”);
or (iii) in the aggregate, fifty percent (50%) or greater owned, directly or indirectly, or otherwise controlled, by a person identified
in (i) or (ii); and the Company has not, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such
funds to any Subsidiary, joint venture partner or other Person, in connection with any sales or operations in any country sanctioned
by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any sanctions
administered by OFAC or the U.S. Department of State or any Governmental Authority since January 1, 2019.
(d)
The Company has not engaged in any transactions or dealings with, or exported any products, technology, or services to, (i) any of the
Sanctioned Countries; (ii) any instrumentality, agent, entity, or individual that is located in, or acting on behalf of, or directly
or indirectly owned or controlled by any Governmental Authority of, any Sanctioned Country; or (iii) any individual or entity identified
on the Prohibited Party Lists. Without limiting the foregoing: (A) the Company has obtained all export and import licenses, license exceptions
and other consents, notices, waivers, approvals, authorizations, registrations, declarations and filings with any Governmental Authority
required for the export, import and re-export of products, services, software and technologies (collectively, “Export Approvals”),
(B) the Company is in compliance with the terms of all applicable Export Approvals, (C) there are no pending or, to the Knowledge of
the Company, threatened claims against the Company with respect to such Export Approvals, and (D) there are no actions, conditions or
circumstances pertaining to any of the Company’s export transactions that would reasonably be expected to give rise to any future
claims in each case. Neither the Company nor any of its current officers, directors or employees are or have been the subject of any
allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to violations of export control and
sanctions Laws.
(e)
The Company is not, and is not required to be, registered with the Israeli Ministry of Defense
as a security exporter. The business of the Company does not (i) involve the use or development of, or engagement in, encryption technology,
or other technology whose development, commercialization, marketing or export is restricted under Israeli Laws, or (ii) require the Company
to obtain a license from the Israeli Ministry of Economy or the Israeli Ministry of Defense or an authorized body thereof pursuant to
Section 2(a) of the Israeli Control of Products and Services Declaration (Engagement in Encryption), 1974 or other legislation regulating
the development, commercialization, marketing or export of technology.
4.23
Investment Company Act. The Company is not an “investment company” or a Person directly or indirectly “controlled”
by or acting on behalf of a person subject to registration and regulation as an “investment company”, in each case, within
the meaning of the Investment Company Act.
4.24
Finders and Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission
from the Company or, to the Company’s Knowledge, from any of their respective Affiliates in connection with the transactions contemplated
hereby based upon arrangements made by or on behalf of the Company.
4.25
Insurance. Schedule 4.25 of the Company Disclosure Schedules lists all insurance policies (by policy number, insurer, coverage
period, coverage amount, annual premium and type of policy) held by the Company relating to the Company or its business, properties,
assets, directors, officers and employees, copies of which have been provided to SPAC. All premiums due and payable under all such insurance
policies have been timely paid and the Company is otherwise in material compliance with the terms of such insurance policies. All such
insurance policies are in full force and effect, and to the Knowledge of the Company, there is no threatened termination of, or material
premium increase with respect to, any of such insurance policies. Except as set forth on Schedule 4.25 of the Company Disclosure Schedules,
there have been no insurance claims made by the Company. Since January 1, 2020, the Company has reported to its insurers all material
claims and pending circumstances that would reasonably be expected to result in a claim.
4.26
Information Supplied. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation
by reference: (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form, registration or other filing
made with any Governmental Authority or stock exchange (including the SEC, ISA and TASE) with respect to the transactions contemplated
by this Agreement or any Ancillary Documents; (b) in the Registration Statement; or (c) in the mailings or other distributions to SPAC’s
shareholders and/or prospective investors with respect to the consummation of the transactions contemplated by this Agreement or in any
amendment to any of documents identified in (a) through (c), will, when filed, made available, mailed or distributed, as the case may
be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which they are made, not misleading. None of the information
supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any of the Signing Press Release,
the Signing Filing, the Closing Press Release and the Closing Filing will, when filed or distributed, as applicable, contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, the Company makes no
representation, warranty or covenant with respect to any information supplied by or on behalf of SPAC or its Affiliates.
4.27
Independent Investigation. The Company has conducted its own independent investigation, review and analysis of the business, results
of operations, prospects, condition (financial or otherwise) or assets of SPAC and Merger Sub and acknowledges that it has been provided
adequate access to the personnel, properties, assets, premises, books and records, and other documents and data of SPAC and Merger Sub
for such purpose. The Company acknowledges and agrees that: (a) in making its decision to enter into this Agreement and to consummate
the transactions contemplated hereby, it has relied solely upon the express representations and warranties of SPAC and Merger Sub set
forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) and in any certificate delivered to the Company
pursuant hereto, and the information provided by or on behalf of SPAC or Merger Sub for the Registration Statement; and (b) none of SPAC,
Merger Sub or their respective Representatives have made any representation or warranty as to SPAC or Merger Sub or this Agreement, except
as expressly set forth in this Agreement (including the related portions of the SPAC Disclosure Schedules) or in any certificate delivered
to Company pursuant hereto.
4.28
Top Customers and Suppliers. Schedule 4.28 of the Company Disclosure Schedules lists, by dollar volume received or paid, as applicable,
for each of (a) the twelve (12) months ended on December 31, 2022 and (b) the period from January 1, 2023 through the Interim Balance
Sheet Date, the ten (10) largest customers of the Company (the “Top Customers”) and the ten largest suppliers
of goods or services to the Company (the “Top Suppliers”), along with the amounts of such dollar volumes. (i)
No Top Supplier or Top Customer within the last twelve (12) months has cancelled or otherwise terminated, or, to the Knowledge of the
Company, intends to cancel or otherwise terminate, any material relationships of such Person with the Company, (ii) no Top Supplier or
Top Customer has during the last twelve (12) months decreased materially or, to the Knowledge of the Company, threatened to stop, decrease
or limit materially, or intends to modify materially its material relationships with the Company or, to the Company’s Knowledge,
intends to stop, decrease or limit materially its products or services to the Company or its usage or purchase of the products or services
of the Company, (iii) to the Knowledge of the Company, no Top Supplier or Top Customer intends to refuse to pay any amount due to the
Company or seek to exercise any remedy against the Company, and (iv) the Company has not, within the past two (2) years, been engaged
in any material dispute with any Top Supplier or Top Customer.
4.29
SPAC Representations. Company, on behalf of itself and its Affiliates, acknowledges and agrees that, except for the representations
and warranties contained in Article II, neither the SPAC nor any other Person on behalf of the SPAC has made or makes, and Company and
its Affiliates have not relied upon, any representation or warranty, whether express or implied, with respect to SPAC, the business thereof,
its Affiliates or their respective businesses, affairs, assets, Liabilities, financial condition, results of operations, future operating
or financial results, estimates, projections, forecasts, plans or prospects (including the reasonableness of the assumptions underlying
such estimates, projections, forecasts, plans or prospects), whether or not included in any management presentation, or with respect
to the accuracy or completeness of any information provided or made available to the Company or any of its officer, directors, employees,
agents, representatives, lender, Affiliates or any other Person acting on its behalf by or on behalf of SPAC’s officers, directors,
employees, agents, representatives, lenders or Affiliates. Except as otherwise expressly set forth in this Agreement, the Company acknowledges
that SPAC will be furnished “AS IS, WHERE IS,” AND, SUBJECT TO THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE
IV, WITH ALL FAULTS AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY NATURE WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN,
AND, IN PARTICULAR, WITHOUT ANY IMPLIED WARRANTY OR REPRESENTATION AS TO CONDITION, MERCHANTABILITY OR SUITABILITY FOR ANY PURPOSE.
4.30
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES. NOTWITHSTANDING THE DELIVERY OR DISCLOSURE
TO SPAC OR ANY OF ITS REPRESENTATIVES OF ANY DOCUMENTATION OR OTHER INFORMATION (INCLUDING ANY FINANCIAL PROJECTIONS OR OTHER SUPPLEMENTAL
DATA), EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS ARTICLE IV, NEITHER THE
COMPANY NOR ANY OTHER PERSON MAKES, AND THE COMPANY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS
OR IMPLIED, AS TO THE MATERIALS RELATING TO THE BUSINESS AND AFFAIRS OR HOLDINGS OF THE COMPANY THAT HAVE BEEN MADE AVAILABLE TO SPAC
OR IN ANY PRESENTATION OF THE BUSINESS AND AFFAIRS OF THE COMPANY BY THE MANAGEMENT OF THE COMPANY OR OTHERS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED HEREBY, AND NO STATEMENT CONTAINED IN ANY OF SUCH MATERIALS OR MADE IN ANY SUCH PRESENTATION SHALL BE DEEMED A REPRESENTATION
OR WARRANTY HEREUNDER OR OTHERWISE OR DEEMED TO BE RELIED UPON BY SPAC IN EXECUTING, DELIVERING AND PERFORMING THIS
AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY. EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES
EXPRESSLY SET FORTH IN THIS ARTICLE IV, IT IS UNDERSTOOD THAT ANY COST ESTIMATES, PROJECTIONS
OR OTHER PREDICTIONS, ANY DATA, ANY FINANCIAL INFORMATION OR ANY MEMORANDA OR OFFERING MATERIALS OR PRESENTATIONS, INCLUDING ANY
OFFERING MEMORANDUM OR SIMILAR MATERIALS MADE AVAILABLE BY THE COMPANY ARE NOT AND SHALL NOT BE DEEMED TO BE OR TO INCLUDE REPRESENTATIONS
OR WARRANTIES OF THE COMPANY, AND ARE NOT AND SHALL NOT BE DEEMED TO BE RELIED UPON BY SPAC IN EXECUTING, DELIVERING AND PERFORMING THIS
AGREEMENT OR ANY ANCILLARY DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
Article
V
COVENANTS
5.1
Access and Information.
(a)
During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance
with Section 8.1 or the Closing (the “Interim Period”), subject to Section 5.11, the Company
and Merger Sub shall give, and shall cause its Representatives to give SPAC and its Representatives, at reasonable times during normal
business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities
and to all employees, properties, material Contracts, commitments, books and records, financial and operating data and other similar
information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) of or pertaining
to the Company and Merger Sub as SPAC or its Representatives may reasonably request regarding the Company, Merger Sub and their respective
businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited
and unreviewed quarterly profit and loss statements or statements of operations, in form and substance provided by the Company to its
board of directors)) and cause each of the Representatives of the Company and Merger Sub to reasonably cooperate with SPAC and its Representatives
in their investigation, and the Company and Merger Sub are not required to produce new reports or information that otherwise are not
already in existence; provided, however, that SPAC and its Representatives shall conduct any such activities in such a
manner as not to unreasonably interfere with the business or operations of the Company or Merger Sub. Notwithstanding the foregoing,
the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms
of an agreement with a third party, (ii) the disclosure of which would violate any applicable Law or the rules and regulations of the
ISA or the bylaws of the TASE or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or
other legal privilege.
(b)
During the Interim Period, subject to Section 5.11, SPAC shall give, and shall cause its Representatives to give, the Company,
Merger Sub and their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon
reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements,
commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers,
client files, client Contracts and director service agreements), of SPAC or its Subsidiaries, as the Company, Merger Sub or their respective
Representatives may reasonably request regarding SPAC, its Subsidiaries and their respective businesses, assets, Liabilities, financial
condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including
a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or
received by or from a Governmental Authority, and independent public accountants’ work papers (subject to the consent or any other
conditions required by such accountants, if any) in each case, if such financial statements or other documents already exist) and cause
each of SPAC’s Representatives to reasonably cooperate with the Company and Merger Sub and their respective Representatives in
their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as
not to unreasonably interfere with the business or operations of SPAC or any of its Subsidiaries. Notwithstanding the foregoing, SPAC
shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality
agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute
a waiver of attorney-client, attorney work product or other legal privilege.
5.2
Conduct of Business of the Company and Merger Sub.
(a)
Unless SPAC shall otherwise consent in writing (including e-mail or other forms of electronic communications) (such consent not to be
unreasonably withheld, conditioned or delayed), during the Interim Period, except (x) as expressly contemplated by this Agreement or
any Ancillary Document or (y) as required by applicable Law or by or due to any COVID-19 Measures, as set forth on Schedule 5.2(a) or
as required by applicable Law, the Company and Merger Sub shall, and shall cause their respective Subsidiaries to use commercially reasonable
efforts to (except for COVID-19 Measures which in the reasonable judgment of the Company are required to be taken or implemented by the
Company or the Merger Sub) (i) conduct their respective businesses, in all material respects, in the Ordinary Course of Business, (ii)
preserve appropriate, in all material respects, their respective business organizations, to keep available the services of their respective
managers, directors, officers, key employees and consultants, and to preserve the possession, control and condition of their respective
material assets, all as consistent with past practice and (iii) comply with all Laws applicable to the Company and its business, assets
and employees in all material respects.
(b)
Without limiting the generality of Section 5.2(a) and except as contemplated by the terms of this Agreement (including as contemplated
by any Transaction Financing), or otherwise as required by Law (including COVID-19 Measures), any Ancillary Document, or as set forth
on Schedule 5.2(b) of the Company Disclosure Schedules from the date of this Agreement until the Outside Date, without the prior written
consent (including e-mail or other forms of electronic communications) of SPAC (such consent not to be unreasonably withheld, conditioned
or delayed), none of the Company or Merger Sub shall, and each shall cause its Subsidiaries to not:
(i)
amend, waive or otherwise change, in any respect, its Organizational Documents;
(ii)
except in connection with the exercise of options or warrants outstanding as of the date of this Agreement or the grant of options or
warrants to employees or consultants in the ordinary course of business consistent with past practice (any such options or warrants,
collectively, “Interim Options”), authorize for issuance, issue, grant, sell, pledge, dispose of or propose
to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or other
similar rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible
into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or
engage in any hedging transaction with a third Person with respect to such securities;
(iii)
except in connection with the Recapitalization or as may otherwise be required pursuant to the rules and regulations of the ISA or the
bylaws of the TASE, sub-divide, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities
in respect thereof or pay or set aside any non-cash dividend or other non-cash distribution in respect of its equity interests, or directly
or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, or pay any cash dividend or other cash
distribution;
(iv)
incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise and which for this
purpose excludes trade payables or similar obligations, the “Interim Period Indebtedness”) in excess of $500,000
individually or $1,000,000 in the aggregate, make a loan or advance to or investment in any third party (other than advancement of expenses
to employees in the Ordinary Course of Business), or guarantee or endorse any Indebtedness, Liability or obligation of any Person in
excess of $500,000 individually or $1,000,000 in the aggregate, in each case, except for Indebtedness for which the Company will not
have any liability after the Closing; provided that the Interim Period Indebtedness may be increased up to an aggregate of $3,000,000
if approved by the Company’s board of directors of the Company and advance notice of such proposed increase has been provided to
SPAC;
(v)
increase the wages, salaries or compensation of, or loan or advance any money or other property to, its present employees or any current
or former independent consultant who is a natural person (other than base salary or hourly wage (including in each case fringe benefits)
increases in the ordinary course of business) other than in the ordinary course of business, consistent with past practice, without the
consent of SPAC, or make or commit to make any bonus payment (whether in cash, property or securities) to any employee other than in
the ordinary course of business, consistent with past practice or as otherwise agreed to in accordance with the applicable employment
agreement between the Company and the employee or pursuant to applicable Law, or grant or promise to grant, any bonuses, change in control
payments, deferred compensation, severance, retention, equity or equity-based rights, or other compensatory payments or benefits (other
than base salary or hourly wages in the ordinary course of business or as otherwise agreed to in accordance with any applicable employment
agreement presently in place between the Company and the employee or pursuant to applicable Law), to any present or former employee,
director, officer, or other service provider who is a natural person or materially increase other benefits of employees generally, or
enter into, establish, materially amend, terminate or increase or accelerate the funding, payment or vesting of the compensation or benefits
provided under any Company Benefit Plan or any other benefit or compensation plan, Contract, program, policy or arrangement that would
be a Company Benefit Plan if in effect on the date of this Agreement with, for or in respect of any current consultant, officer, manager
director or employee, in each case other than as required by applicable Law or, pursuant to the terms of any Company Benefit Plan or
applicable employment, consulting or service agreement, and provided that in all instances detailed in this clause (v) above, any and
all such increases, grants and promises to grant, entry into, establishments, amendments and accelerations shall not be in excess of
fifteen percent (15%) in the aggregate;
(vi)
other than in connection with the Recapitalization, make or rescind any material election relating to Taxes, settle any claim or Action
relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or
procedures, in each case except as required by applicable Law or in compliance with GAAP or otherwise, in each case if, in the Company’s
reasonable judgment, such action would be reasonably expected to materially increase the present or future Tax liability of the Company;
(vii)
transfer or license to any Person or otherwise extend, materially amend or modify, permit to lapse or fail to preserve any material Company
Registered IP, material Company IP Licenses or other material Company Intellectual Property (excluding non-exclusive licenses of Company
Intellectual Property to Company customers in the ordinary course of business consistent with past practice), or disclose to any Person
who has not entered into a confidentiality agreement any Trade Secrets;
(viii)
terminate, or waive or assign any material right under, any Company Material Contract or enter into any Contract that would be a Company
Material Contract, in any case outside of the ordinary course of business consistent with past practice;
(ix)
acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any
corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets
outside the Ordinary Course of Business;
(x)
establish any Subsidiary or enter into any new line of business;
(xi)
make any capital expenditures in excess of $1,000,000 individually for any project or set of related projects or $2,000,000 in the aggregate
(excluding, for the avoidance of doubt, incurring any Company Transaction Expenses), unless such amount has been reserved in the Company
Financials or has been detailed in the Company’s 2023 operating budget as provided to SPAC and does not exceed 10% (ten percent)
over such amount set forth in such operating budget;
(xii)
voluntarily incur any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $250,000 individually
or $500,000 in the aggregate (excluding (i) the incurrence of any Company Transaction Expenses or any Liability or obligation pursuant
to any of the Company Material Contracts, and (ii) Liabilities or obligations which are detailed in the Company’s 2023 operating
budget as provided to SPAC and do not exceed 10% (ten percent) over the amount of such Liability or obligation set forth in such operating
budget);
(xiii)
except in the Ordinary Course of Business, enter into any partnership or joint venture with any Person;
(xiv)
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(xv)
fail to maintain its books, accounts and records in all material respects in the Ordinary Course of Business;
(xvi)
fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to its assets, operations and activities in such amount and scope of coverage as are as of the date of this Agreement
currently in effect;
(xvii)
revalue any of its material assets or make any material change in accounting methods, principles or practices, except to the extent required
to comply with GAAP or IFRS and after consulting with the Company’s outside auditors;
(xviii)
waive, release, assign, settle or compromise any material claim, action or proceeding (including any suit, action, claim, proceeding
or investigation relating to this Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements
or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of
wrongdoing by, the Company or its Affiliates) not in excess of $250,000 (individually or in the aggregate), or otherwise pay, discharge
or satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the Company Financials;
(xix)
close or materially reduce its activities, or effect any material layoff or other material personnel reduction or change, at any of its
facilities;
(xx)
take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental
Authority to be obtained in connection with this Agreement;
(xxi)
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights, other than licensing of Intellectual
Property in the Ordinary Course of Business;
(xxii)
accelerate the collection of any trade receivables or delay the payment of trade payables or any other liabilities other than in the
Ordinary Course of Business consistent with past practice;
(xxiii)
enter into, amend, renew, waive or terminate (other than terminations in accordance with their terms) any transaction or Contract in
excess of $250,000 with any Related Person, consultant or security holder of the Company or its Affiliates (other than compensation and
benefits and advancement of expenses, in each case, provided in the Ordinary Course of Business);
(xxiv)
enter into any agreement, understanding or arrangement with respect to the voting of its equity securities;
(xxv)
commence any Action where the amount claimed exceeds $250,000; or
(xxvi)
authorize or agree to do any of the foregoing actions.
5.3
Conduct of Business of SPAC.
(a)
Unless the Company shall otherwise consent in writing (including e-mail or other forms of electronic communications) (such consent not
to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement (including
as contemplated by any Transaction Financing) or any Ancillary Document, as set forth on Schedule 5.3(a) or as required by applicable
Law, SPAC shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the Ordinary
Course of Business which, for the avoidance of doubt, shall include any actions or omission in response to any change, effect, event,
occurrence, state of facts or development attributable to COVID-19 or COVID-19 Measures, (ii) comply with all applicable Laws, and (iii)
use commercially reasonable efforts to preserve intact, in all material respects, their respective business organizations, to keep available
the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and
condition of their respective material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this
Section 5.3, nothing in this Agreement shall prohibit or restrict SPAC from extending one or more times, in accordance with the
SPAC Organizational Documents and IPO Prospectus, the deadline by which it must complete its Business Combination (an “Extension”),
and no consent of any other Party shall be required in connection therewith.
(b)
Without limiting the generality of Section 5.3(a) and except as contemplated by this Agreement or any Ancillary Document (including
as contemplated by any Transaction Financing), as set forth on Schedule 5.3(b) of the SPAC Disclosure Schedules, or as required
by applicable Law, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld,
conditioned or delayed), SPAC shall not, and shall cause its Subsidiaries to not:
(i)
amend, waive or otherwise change, in any respect, its Organizational Documents, except as required by applicable Law;
(ii)
authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity
securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities,
or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or other
security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect
to such securities;
(iii)
sub-divide, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect
thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect
of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
(iv)
incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $100,000
(individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness,
Liability or obligation of any Person (provided, that this Section 5.3(b)(iv) shall not prevent SPAC from borrowing funds necessary
to finance (x) its ordinary course administrative costs and expenses and Expenses incurred in connection with the consummation of the
Merger and the other transactions contemplated by this Agreement (including any Transaction Financing) and (y) any costs and expenses,
including, for the avoidance of doubt, in connection with any changes to insurance, necessary for an Extension (such expenses, “Extension
Expenses”);
(v)
make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation,
audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting
or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP; provided, that SPAC
may, without the consent of the Company, change the accounting treatment of SPAC’s issued and outstanding warrants with respect
to the treatment of such warrants as equity rather than liabilities in SPAC’s financial statements;
(vi)
amend, waive or otherwise change the Trust Agreement in any manner adverse to SPAC’s or Company’s ability to consummate the
transactions contemplated by this Agreement;
(vii)
terminate, waive or assign any material right under any SPAC Material Contract or enter into any contract that would be considered a
SPAC Material Contract;
(viii)
fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practices;
(ix)
establish any Subsidiary or enter into any new line of business;
(x)
fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance
coverage with respect to its assets, operations and activities in such amount and scope of coverage as are as of the date of this Agreement
currently in effect;
(xi)
revalue any of its material assets or make any change in accounting methods, principles or practices, except to the extent required to
comply with GAAP, and after consulting SPAC’s outside auditors;
(xii)
waive, release, assign, settle or compromise any Action (including any Action relating to this Agreement or the transactions contemplated
hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and
not the imposition of equitable relief on, or the admission of wrongdoing by, SPAC or its Subsidiary), or otherwise pay, discharge or
satisfy any Actions, Liabilities or obligations, unless such amount has been reserved in the SPAC Financials;
(xiii)
acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any
corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets;
(xiv)
adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization
(other than with respect to the Merger);
(xv)
voluntarily incur or otherwise become liable to any Liability or obligation (whether absolute, accrued, contingent or otherwise) in excess
of $250,000 individually or $500,000 in the aggregate (excluding the incurrence of any SPAC Transaction Expenses or Extension Expenses,
subject to the limitations set forth in Section 5.2(b)(iv));
(xvi)
sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise
dispose of any material portion of its properties, assets or rights;
(xvii)
enter into any agreement, understanding or arrangement with respect to the voting of its equity securities;
(xviii)
enter into, amend, renew, waive or terminate (other than terminations in accordance with their terms) any transaction or Contract with
any officer, director, manager, employee, consultant or security holder of SPAC or any of their Affiliates;
(xix)
engage in any negotiations or discussions, whether formal or informal, with respect to any business combination of any kind or description
or any debt or equity investment other than as contemplated by this Agreement;
(xx)
take any action that would reasonably be expected to significantly delay or impair the obtaining of any Consents of any Governmental
Authority to be obtained in connection with this Agreement; or
(xxi)
authorize or agree to do any of the foregoing actions.
(c)
During the Interim Period, SPAC shall, and shall cause its Subsidiaries to, comply with, and continue performing, as applicable, its
and their respective obligations under their respective Organizational Documents, the Trust Agreement, and all other Contracts to which
SPAC or any of its Subsidiaries is a party the failure to comply would have a Material Adverse Effect.
5.4
Financial Statements.
(a)
The Company shall deliver to SPAC, (i) as promptly as reasonably practicable following the date of this Agreement but not later than
August 31, 2023, the consolidated financial statements of the Company (including, in each case, any related notes thereto), consisting
of the consolidated balance sheets of the Company as of December 31, 2022, and December 31, 2021, and the related consolidated audited
income statements, changes in shareholders’ equity and statements of cash flows for the years then ended, each audited in accordance
with PCAOB auditing standards by a PCAOB qualified auditor (the “Audited Financial Statements”), and (ii) as
promptly as reasonably practicable following the date of this Agreement and by such time as they are required for inclusion in the Registration
Statement, the PCAOB auditor reviewed consolidated financial statements, consisting of the consolidated balance sheet of the Company
as of a date required or requested by the SEC to be included in the Registration Statement and the related consolidated income statement,
changes in shareholders’ equity and statement of cash flows for the period then ended (to the extent required or requested by the
SEC or U.S. securities Laws to be included in the Registration Statement), in the form and substance provided by the Company to its board
of directors (the “Reviewed Interim Financial Statements”). The Company and SPAC shall each use its commercially
reasonable efforts (x) to assist, upon advance written notice, during normal business hours and in a manner such as to not unreasonably
interfere with the normal operation of the Company or SPAC, as applicable, SPAC or the Company, as applicable, in causing to be prepared
in a timely manner any other financial information or statements (including customary pro forma financial statements) that are required
to be included in the Registration Statement and/or the Proxy Statement and any other filings to be made by SPAC with the SEC or by Company
with the TASE and/or ISA (including any Israeli shelf offering report or any filing relating to a request for exemption from any of the
foregoing) in connection with the transactions contemplated by this Agreement or any Ancillary Document and (y) to obtain the consents
of their respective auditors with respect thereto as may be required by applicable Law or requested by the SEC, the ISA and/or the TASE.
5.5
Company Public Filings. During the Interim Period, as soon as practicable following the presentation to the Company’s board
of directors, the Company shall deliver to SPAC an unaudited income statement and an unaudited balance sheet of the Company for the applicable
period presented to the Company’s board of directors, in each case accompanied by a certificate of the Chief Financial Officer
of the Company to the effect that all such financial statements fairly present the financial position and results of operations of the
Company as of the date or for the periods indicated, in accordance with IFRS, subject to year-end audit adjustments and excluding footnotes.
5.6
Public Filings. During the Interim Period, SPAC will keep current and timely file all of its public filings with the SEC and
otherwise comply in all material respects with applicable securities Laws and shall use its commercially reasonable efforts prior to
the Merger to maintain the listing of the SPAC Units, the SPAC Class A Shares, the SPAC Public Warrants and the SPAC Rights on NASDAQ.
It is understood and agreed that any actions or inactions taken by SPAC, based on advice by its legal counsel or auditors, in connection
with the accounting treatment of SPAC’s issued and outstanding warrants, or any deficiencies in disclosure (including with respect
to accounting and disclosure controls) arising from the treatment of such warrants as equity rather than liabilities in SPAC’s
financial statements shall not be a breach of the requirements of this Section 5.6. During the Interim Period, the Company will
keep current and timely file all of its public filings with the TASE and otherwise comply in all material respects with applicable securities
Laws and shall use its commercially reasonable efforts prior to the Merger to maintain the listing of the Company Ordinary Shares on
the TASE
5.8
No Solicitation.
(a)
For purposes of this Agreement, (i) an “Acquisition Proposal” means any inquiry, proposal or offer, or any
indication of interest in making an offer or proposal, from any Person or group at any time relating to an Alternative Transaction, and
(ii) an “Alternative Transaction” means (A) with respect to the Company and its Affiliates, a transaction (other
than the transactions contemplated by this Agreement or with the approval of SPAC) concerning the sale of (x) all or any material part
of the business or assets of the Company (other than in the Ordinary Course of Business) or (y) any material amount of the shares or
other equity interests or profits of the Company, in any case, whether such transaction takes the form of a sale of shares or other equity
interests, assets, merger, consolidation, issuance of debt securities, management Contract, joint venture or partnership, or otherwise
and (B) with respect to SPAC and its Affiliates, a transaction (other than the transactions contemplated by this Agreement) concerning
a Business Combination for SPAC.
(b)
During the Interim Period, in order to induce the other Parties to continue to commit to expend management time and financial resources
in furtherance of the transactions contemplated hereby, each Party shall not, and shall cause its Representatives not to, without the
prior written consent of the Company and SPAC, directly or indirectly, (i) solicit, assist, initiate or facilitate the making, submission
or announcement of, or intentionally encourage, any Acquisition Proposal with respect to such Party, (ii) furnish any non-public information
regarding such Party or its Affiliates or their respective businesses, operations, assets, Liabilities, financial condition, prospects
or employees to any Person or group (other than a Party to this Agreement or their respective Representatives) in connection with or
in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any Person or group with respect
to, or that could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose
to approve, endorse or recommend, any Acquisition Proposal, (v) negotiate or enter into any letter of intent, agreement in principle,
acquisition agreement or other similar agreement in furtherance of any Acquisition Proposal, or (vi) release any third Person from, or
waive any provision of, any confidentiality agreement to which such Party is a party.
(c)
Each Party shall notify the others as promptly as practicable (and in any event within 48 hours) orally and in writing of the receipt
by such Party or any of its Representatives of (i) any bona fide inquiries, proposals or offers, requests for information or requests
for discussions or negotiations regarding or constituting any Acquisition Proposal or any bona fide inquiries, proposals or offers, requests
for information or requests for discussions or negotiations that could be reasonably expected to result in an Acquisition Proposal, and
(ii) any request for non-public information relating to such Party or its Affiliates in connection with any Acquisition Proposal, specifying
in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral)
and the identity of the party making such inquiry, proposal, offer or request for information. Each Party shall keep the others promptly
informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each Party shall,
and shall cause its Representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with
any Person with respect to any Acquisition Proposal and shall, and shall direct its Representatives to, cease and terminate any such
solicitations, discussions or negotiations.
5.9
No Trading. Each of the Company, Merger Sub, and the SPAC acknowledge and agree that it is aware, and that their respective Affiliates
are aware (and each of their respective Representatives is aware or, upon receipt of any material nonpublic information, will be advised)
of the restrictions imposed by U.S. federal securities laws and Israeli securities laws and the rules and regulations of the SEC, the
Israeli Securities Authority (“ISA”), NASDAQ, and TASE, promulgated thereunder or otherwise (the “Applicable
Securities Laws”) and other applicable foreign and domestic Laws on a Person possessing material nonpublic information
about a publicly traded company. SPAC, Company and Merger Sub each hereby agree that, while it is in possession of such material nonpublic
information, it shall not purchase or sell any securities of Company or SPAC, respectively, communicate such information or opine in
connection with the Company securities to any third party, other than to its representatives in connection with the transactions contemplated
hereunder who understand the confidential nature of the information and the restrictions on selling securities when in possession of
material non-public information, knowingly take any other action in violation of such Applicable Securities Laws, or knowingly aid, assist,
cause or encourage any third party to do any of the foregoing.
5.10
Notification of Certain Matters. During the Interim Period, each Party shall give prompt notice to the other Parties if such Party
or its Affiliates: (a) fails in any material respects to comply with or satisfy any covenant, condition or agreement to be complied with
or satisfied by it or its Affiliates hereunder in any material respect; (b) receives any notice or other communication in writing from
any third party (including any Governmental Authority) alleging (i) that the Consent of such third party is or may be required in connection
with the transactions contemplated by this Agreement or (ii) any material non-compliance with any Law by such Party or its Affiliates;
(c) receives any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this
Agreement; (d) discovers any fact or circumstance that, or becomes aware of the occurrence or non-occurrence of any event the occurrence
or non-occurrence of which, would reasonably be expected to cause or result in any of the conditions to the Closing set forth in Article
VII not being satisfied or the satisfaction of those conditions being materially delayed; or (e) becomes aware of the commencement
or threat, in writing, of any Action against such Party or any of its Affiliates, or any of their respective material properties or assets,
or, to the Knowledge of such Party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such Party
or of its Affiliates with respect to the consummation of the transactions contemplated by this Agreement. No such notice shall constitute
an acknowledgement or admission by the Party providing the notice regarding whether or not any of the conditions to the Closing have
been satisfied or in determining whether or not any of the representations, warranties or covenants contained in this Agreement have
been breached.
5.11
Efforts.
(a)
Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate
fully with the other Parties, to use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause
to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to receive all applicable Consents
of Governmental Authorities needed to consummate the transactions contemplated by this Agreement and to comply as promptly as practicable
with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement;.
(b)
In furtherance and not in limitation of Section 5.11(a), to the extent required under any Laws that are designed to prohibit,
restrict or regulate actions having the purpose or effect of monopolization or restraint of trade (“Antitrust Laws”),
each Party hereto agrees to make any required filing or application under Antitrust Laws, as applicable, at such Party’s sole cost
and expense, with respect to the transactions contemplated hereby as promptly as practicable, to supply as promptly as reasonably practicable
any additional information and documentary material that may be reasonably requested pursuant to Antitrust Laws and to take all other
actions reasonably necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods under Antitrust
Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the Antitrust Laws. Each
Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the transactions contemplated by
this Agreement under any Antitrust Law, use its commercially reasonable efforts to: (i) cooperate in all respects with each other Party
or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry; (ii) keep the
other Parties and/or their respective outside counsel reasonably informed of any communication received by such Party or its Representatives
from, or given by such Party or its Representatives to, any Governmental Authority, in each case regarding any of the transactions contemplated
by this Agreement; (iii) subject to a customary “attorneys’ eyes only” arrangement, permit a Representative of the
other Parties and/or their respective outside counsel to review any communication given by it to, and consult with each other in advance
of any meeting or conference with, any Governmental Authority or with any other Person, and to the extent permitted by such Governmental
Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in
such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any
meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use commercially
reasonable efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications
explaining or defending the transactions contemplated hereby, articulating any regulatory or competitive argument, and/or responding
to requests or objections made by any Governmental Authority.
(c)
As soon as reasonably practicable following the date of this Agreement, the Parties shall reasonably cooperate with each other and use
(and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to prepare and file with Governmental
Authorities requests for approval of the transactions contemplated by this Agreement and shall use all commercially reasonable efforts
to have such Governmental Authorities approve the transactions contemplated by this Agreement. Each Party shall give prompt written notice
to the other Parties if such Party or any of its Representatives receives any notice from such Governmental Authorities in connection
with the transactions contemplated by this Agreement, and shall promptly furnish the other Parties with a copy of such Governmental Authority
notice. If any Governmental Authority requires that a hearing or meeting be held in connection with its approval of the transactions
contemplated hereby, whether prior to the Closing or after the Closing, each Party shall arrange for Representatives of such Party to
be present for such hearing or meeting. If any objections are asserted with respect to the transactions contemplated by this Agreement
under any applicable Law or if any Action is instituted (or threatened to be instituted) by any applicable Governmental Authority or
any private Person challenging any of the transactions contemplated by this Agreement or any Ancillary Document as violative of any applicable
Law or which would otherwise prevent, materially impede or materially delay the consummation of the transactions contemplated hereby
or thereby, the Parties shall use their commercially reasonable efforts to resolve any such objections or Actions so as to timely permit
consummation of the transactions contemplated by this Agreement and the Ancillary Documents, including in order to resolve such objections
or Actions which, in any case if not resolved, could reasonably be expected to prevent, materially impede or materially delay the consummation
of the transactions contemplated hereby. In the event any Action is instituted (or threatened to be instituted) by a Governmental Authority
or any private Person challenging the transactions contemplated by this Agreement or any Ancillary Document, the Parties shall, and shall
cause their respective Representatives to, reasonably cooperate with each other and use their respective commercially reasonable efforts
to contest and resist any such Action and to have vacated, lifted, reversed or overturned any Order, whether temporary, preliminary or
permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement
or the Ancillary Documents.
(d)
Prior to the Closing, each Party shall use its commercially reasonable efforts to obtain any Consents of Governmental Authorities or
other third Persons as may be necessary for the consummation by such Party or its Affiliates of the transactions contemplated by this
Agreement or required as a result of the execution or performance of, or consummation of the transactions contemplated by, this Agreement
by such Party or its Affiliates, and the other Parties shall provide reasonable cooperation in connection with such efforts. With respect
to the Company, during the Interim Period, the Company shall qualify and maintain such qualification as a “foreign private issuer”
as such term is defined under Exchange Act Rule 3b-4 and to maintain such status through the Closing.
5.12
Further Assurances. The Parties hereto shall further cooperate with each other and use their respective commercially reasonable
efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, proper or advisable on their part
under this Agreement and applicable Laws to consummate the transactions contemplated by this Agreement as soon as reasonably practicable,
including preparing and filing as soon as practicable all documentation to effect all necessary notices, reports and other filings
5.13
The Registration Statement and Israeli Prospectus.
(a)
As promptly as practicable after the date hereof, (x) the Company shall prepare, and the Company shall file (with SPAC’s reasonable
assistance) with the SEC (at the joint cost and expense of the Company and SPAC such that each of the Company and SPAC shall bear 50%
(fifty percent) of the costs and expenses related thereto) a registration statement on Form F-4 (as amended or supplemented from time
to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with
the registration under the Securities Act of the Company’s Ordinary Shares and the Company Public Warrants to be issued under this
Agreement to the holders of SPAC Shares and the Company Ordinary Shares issuable upon exercise or conversion of the SPAC Warrants outstanding
prior to the Merger Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy
Statement”) for the purpose of soliciting proxies from SPAC shareholders for the matters to be acted upon at the Extraordinary
General Meeting and providing the SPAC’s shareholders an opportunity in accordance with SPAC Organizational Documents and the IPO
Prospectus to have their SPAC Class A ordinary shares redeemed (the “Redemption”) in conjunction with the shareholder
vote on the SPAC Shareholder Approval Matters, and (y) the Company shall, per legal advice and discussions with the ISA and/or TASE,
take one or more of the following actions: (i) prepare (with SPAC’s reasonable cooperation and assistance) and file with the ISA
and TASE (at the sole cost and expense of the Company) a notice of an extraordinary shareholders meeting of the Company’s shareholders,
including proxy materials for the purpose of soliciting proxies from Company’s shareholders, for the purposes as detailed under
Section 5.15 below; and/or (ii) file with the ISA and TASE a shelf offering report for the offering of the Earnout Rights. The
Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC shareholders to vote, at an extraordinary
general meeting of SPAC shareholders to be called and held for such purpose (the “Extraordinary General Meeting”),
in favor of resolutions approving (i) the adoption and approval of this Agreement and the Transactions, (ii) to the extent required,
the issuance of any PIPE Shares, (iii) the approval of the Surviving Company Memorandum and Articles of Association, and (iv) such other
matters as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions
(the approvals described in foregoing clauses (i) through (iv), collectively, the “SPAC Shareholder Approval Matters”),
and (v) the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC. In connection
with the Registration Statement and the Merger, the Company shall (x) reasonably assist SPAC in obtaining NASDAQ approval of the Merger
and the change of control resulting from the Merger, (y) file any listing application necessary for the listing of the Company on NASDAQ
as successor issuer to SPAC, and (z) file a registration statement (the “1934 Act Registration Statement”)
pursuant to the Securities Exchange Act of 1934 and request effectiveness of the 1934 Act Registration Statement concurrently with the
effectiveness of the Company’s listing of its securities on NASDAQ. In connection with the Israeli Prospectus, Company General
Meeting Notice and the Merger, SPAC shall (x) reasonably assist the Company in the preparation and filing thereof and in obtaining any
required consent from the ISA and TASE, and (y) reasonably assist the Company in filing any listing application (including preliminary
listing application(s)) necessary for the listing of the Company securities to be listed on the TASE as detailed in Section 1.7.
(b)
SPAC and the Company shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment
on the Registration Statement and any amendment or supplement thereto prior to filing the same with the SEC or ISA and TASE (as applicable).
The Registration Statement shall include such information concerning the Company, SPAC and their respective equity holders, officers,
directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be required or appropriate
for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company and
SPAC, respectively, shall be true and correct and not contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements made, in light of the circumstances under which they were made, true and accurate. In connection
with the Registration Statement and the Proxy Statement, the Company and SPAC will file with the SEC or TASE (as applicable) financial
and other information about the Transactions in accordance with applicable Law, Applicable Securities Laws, and applicable proxy solicitation
and registration statement rules, SPAC Organizational Documents, the Cayman Act, the Israeli Companies Law and the rules and regulations
of the SEC, ISA, TASE, and NASDAQ.
(c)
SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Securities Act,
the Exchange Act and other applicable Laws (including Applicable Securities Laws) in connection with the Registration Statement, the
Extraordinary General Meeting and the Redemption. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries to, make
their respective directors, officers and employees, upon reasonable advance notice, available to the Company and SPAC and their respective
Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this Agreement,
including the Registration Statement, and responding in a timely manner to comments from the SEC or ISA. Each Party shall promptly correct
any information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information
is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC and the Company
shall amend or supplement the Registration Statement and cause the Registration Statement, as so amended or supplemented, to be filed
with the SEC and to be disseminated to SPAC’s shareholders, in each case as and to the extent required by applicable Laws (including
Applicable Securities Laws) and subject to the terms and conditions of this Agreement and SPAC Organizational Documents.
(d)
SPAC and the Company, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement
and any comments by the ISA and shall otherwise use their commercially reasonable efforts to cause the Registration Statement to “clear”
comments from the SEC or ISA and become effective. The Company shall provide SPAC with copies of any written comments, and shall inform
SPAC of any material oral comments, that the Company or its Representatives receive from the SEC or its staff with respect to the Registration
Statement, the Extraordinary General Meeting and the Redemption promptly after the receipt of such comments and shall give SPAC a reasonable
opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e)
As soon as practicable following the Registration Statement “clearing” comments from the SEC and becoming effective, SPAC
(with the reasonable cooperation of the Company) shall distribute the Proxy Statement to SPAC’s shareholders and, pursuant thereto,
shall call the Extraordinary General Meeting in accordance with the Cayman Act for a date no later than thirty (30) days following the
effectiveness of the Registration Statement. After the Registration Statement is declared effective under the Securities Act, SPAC shall
solicit proxies from the SPAC shareholders to vote in favor of the SPAC Shareholder Approval Matters, as approved by the SPAC board of
directors, which approval shall also be included in the Registration Statement.
(f)
If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number
of shares to obtain the Required SPAC Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive
postponements or adjournments of the Extraordinary General Meeting with the Company’s consent not to be unreasonably withheld.
SPAC, with the Company’s consent not to be unreasonably withheld, may also adjourn the Extraordinary General Meeting to establish
a quorum or if the SPAC shareholders have elected to redeem a number of shares of SPAC Shares as of such time that would reasonably be
expected to result in the conditions set forth in Section 7.2(d) not being satisfied. The recommendation of the SPAC board of
directors shall be included in the Registration Statement. Except as otherwise required by applicable Law, SPAC covenants that none of
the SPAC board of directors (including any committee thereof) or SPAC shall withdraw, withhold or modify, or publicly propose a change
to any recommendation in support of the Transactions.
(g)
SPAC and the Company shall comply with all applicable Laws (including Applicable Securities Laws), any applicable rules and regulations
of Nasdaq, SPAC Organizational Documents, the Company Organizational Documents and this Agreement in the preparation, filing and distribution
of the Registration Statement and Proxy Statement, the listing on NASDAQ, any solicitation of proxies thereunder, the calling and holding
of the Extraordinary General Meeting and the Redemption.
(h)
The Company (with reasonable cooperation from SPAC) shall take such reasonable steps as are necessary for the listing of the Company
Ordinary Shares, the Company Public Warrants and the Company Public Options on NASDAQ, as a successor issuer, and shall provide such
information as is necessary to obtain NASDAQ approval of such listing.
5.14
Public Announcements.
(a)
The Parties agree that, during the Interim Period, no public release, filing or announcement concerning this Agreement or the Ancillary
Documents or the transactions contemplated hereby or thereby shall be issued by any Party or any of their Affiliates without the prior
written consent (not be unreasonably withheld, conditioned or delayed) of SPAC and the Company, except as such release or announcement
may be required by applicable Law (including Applicable Securities Laws) or the rules or regulations of any securities exchange, in which
case the applicable Party shall use commercially reasonable efforts to allow the other Parties reasonable time to comment on, and arrange
for any required filing with respect to, such release or announcement in advance of such issuance. For the avoidance of doubt, during
the Interim Period, any public release, filing or announcement by SPAC concerning this Agreement or the Ancillary Documents or the transactions
contemplated hereby or thereby may be required to be filed by the Company with the ISA and TASE pursuant to applicable Israeli securities
Laws and in such event, without derogating from the provisions of the first sentence in this Section 5.14(a), SPAC shall provide
in advance to the Company with a copy of such public release, filing or announcement in such manner to allow the Company to make such
filing with the ISA and TASE.
(b)
The Parties shall mutually agree upon and, as promptly as practicable after the execution of this Agreement (but in any event within
four (4) Business Days thereafter or such shorter period if so required pursuant to the Israeli Securities Law and/or the rules and regulations
of the ISA), issue a press release announcing the execution of this Agreement (the “Signing Press Release”).
As promptly as practicable after the issuance of the Signing Press Release (but in any event within four (4) Business Days after the
execution of this Agreement or such shorter period if so required pursuant to the Israeli Securities Law and/or the rules and regulations
of the ISA), SPAC and the Company shall each file a current report on Form 8-K and a current report to be filed with the TASE and ISA
pursuant to applicable Israeli securities laws, as applicable (the “Signing Filings”) with the Signing Press
Release (or, with respect to the Company, a translation thereof or any change thereto required pursuant to applicable Israeli securities
Laws in the Hebrew language) and a description of this Agreement as required by Applicable Securities Laws, which the Company (with respect
to the Form 8-K) and the SPAC (with respect to the corresponding current report to be filed with the ISA and TASE) shall review and comment
upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) prior to filing (with drafts of which shall
be provided to the Company or the SPAC, as applicable, for reviewing and comment promptly following the execution of this Agreement),
provided, however, if the Company or SPAC, as applicable, does not approve of any such filing of the other party on or
prior to the date such filing is required to be made pursuant to applicable Laws, the failure to secure the approval of the Company or
SPAC, as applicable, shall not prevent SPAC or the Company, as applicable, from making such filing in accordance with applicable Laws).
Prior to Closing, SPAC and the Company shall prepare a current report on Form 8-K and a current report to be filed with the TASE and
ISA pursuant to applicable Israeli securities Laws, as applicable, to be filed by the Company announcing the Closing, together with,
or incorporating by reference, the financial statements prepared by the Company and its accountant, and such other information that may
be required to be disclosed with respect to the Transactions in any report or form to be filed with the SEC, the ISA and/or the TASE
(“Closing Filings”); provided, however, if the Company does not approve of the Form 8-K on or prior to the
date such filing is required to be made pursuant to Applicable Securities Laws, the failure to secure the approval of the Company shall
not prevent SPAC from making such filing in accordance with Applicable Securities Laws. SPAC, the SPAC Representative and the Company
Representative shall review, comment upon and approve (which approval shall not be unreasonably withheld, conditioned or delayed) the
Closing Filings prior to filing. The Parties shall mutually agree upon and, as promptly as practicable after the Closing Date (but in
any event within four (4) Business Days thereafter or such shorter period if so required pursuant to the Israeli Securities Law and/or
the rules and regulations of the ISA), issue a press release announcing the consummation of the transactions contemplated by this Agreement
(the “Closing Press Release”). In connection with the preparation of the Signing Press Release, the Signing
Filings, the Closing Filings or the Closing Press Release, or any other report, statement, filing notice or application made by or on
behalf of a Party to any Governmental Authority or other third party in the Interim Period in connection with the transactions contemplated
hereby, each Party shall, upon request by any other Party, furnish the Parties with all information concerning themselves, their respective
directors, officers and equity holders, and such other matters as may be reasonably necessary or advisable in connection with the transactions
contemplated hereby, or any other report, statement, filing, notice or application made by or on behalf of a Party to any third party
and/ or any Governmental Authority in connection with the transactions contemplated hereby.
5.15
Company Shareholder Approval Matters.
(a)
The Company shall call a general meeting of its shareholders (the “Company General Meeting”) for the purpose
of obtaining the consent of the shareholders as required by the Company Organizational Documents, the Israeli Companies Law, the ISA
and TASE (the “Required Company Shareholder Approval”) approving (i) the adoption and approval of this Agreement
and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Agreement), in accordance
with the Company Organizational Documents, the Israeli Companies Law, the Israeli Securities Law, ISA requirements, and, to the extent
applicable, U.S. securities Laws and regulations of the SEC and Nasdaq, (ii) the approval of the Amended Organizational Documents and
the Recapitalization; (iii) the appointment of the members of the Post-Closing Board in accordance with this Agreement and the Amended
Organizational Documents, (iv) the issuance of Company Ordinary Shares, Company Warrants and Earnout Rights pursuant to this Agreement,
including (A) the Company Ordinary Shares issuable pursuant to the Recapitalization, and (B) the Company Ordinary Shares issuable upon
exercise of the Company Warrants, and the outstanding Company Options; (v) the Company’s transition to reporting in accordance
with Chapter E3 of the Israeli Securities Law, to the extent required pursuant to the Israeli Securities Law, and (vi) such other matters
as the Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions (the approvals
described in foregoing clauses (i) through (vi), collectively, the “Company Shareholder Approval Matters” as
promptly as practicable after the date hereof), and (vii) the adjournment of the general meeting, if necessary or desirable in the reasonable
determination of the Company. For such purposes, the Company shall prepare and file (with SPAC’s reasonable assistance) with the
ISA and TASE a notice of an extraordinary general meeting of the Company’s shareholders to be called and held for such purposes
(as may be amended or supplemented from time to time, the “Company General Meeting Notice”). The Company shall
use its reasonable best efforts to solicit from the holders of Company Ordinary Shares proxies or written consents in favor of the Company
Shareholder Approval Matters, and to take all other actions necessary or advisable to secure the Required Company Shareholder Approval,
including enforcing the Voting Agreements. In addition, the Company shall prepare (with SPAC’s reasonable cooperation) and file
with the ISA and TASE (i) a listing application for the listing on the TASE of the Company Ordinary Shares, the Company Ordinary Shares
issuable under the Company Warrants and the Earnout Shares to be issued in connection with the Transactions, (ii) a shelf offering report
pursuant to the Israeli securities Laws (which shall cover the issuance of the Earnout Rights to the Pre-Closing Company Shareholders
pursuant to the terms of this Agreement), which filings shall be made within reasonable time prior to the date of the Company General
Meeting (the “Israeli Prospectus”), or, to the extent applicable pursuant to Israeli securities Laws and the
TASE bylaws, apply for a relevant exemption therefrom. In connection with the Company General Meeting Notice, Israeli Prospectus and
the Merger, SPAC shall reasonably assist the Company in obtaining the ISA and TASE clearance or approval, as applicable, of the Israeli
Prospectus and Company General Meeting Notice as well as the TASE approval for the listing of the Company Ordinary Shares, the Company
Ordinary Shares issuable under the Company Warrants and the Earnout Shares to be issued in connection with the Transactions and for the
Recapitalization.
(b)
Company and the SPAC shall cooperate and provide the other Party (and its counsel) with a reasonable opportunity to review and comment
on the Company General Meeting Notice and Israeli Prospectus and any amendment or supplement thereto prior to filing the same with the
ISA and TASE. The Company General Meeting Notice and Israeli Prospectus shall include such information concerning the Company, SPAC and
their respective equity holders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and
operations that may be required or appropriate for inclusion in the Company General Meeting Notice and Israeli Prospectus, as applicable,
or in any amendments or supplements thereto, which information provided by the Company and SPAC, respectively, shall be true and correct
and not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made,
in light of the circumstances under which they were made, true and correct.
(c)
SPAC and the Company shall take any and all reasonable and necessary actions required to satisfy the requirements of the Israeli securities
Laws, the TASE bylaws and other applicable Laws (including Applicable Securities Laws and the Israeli Companies Law) in connection with
the Company General Meeting Notice and Israeli Prospectus. Each of SPAC and the Company shall, and shall cause each of its Subsidiaries
to, make their respective directors, officers and employees, upon reasonable advance notice, available to the Company and SPAC and their
respective Representatives in connection with the drafting of the public filings with respect to the transactions contemplated by this
Agreement, including the Company General Meeting Notice and Israeli Prospectus, and responding in a timely manner to comments from the
ISA. Each Party shall promptly correct any information provided by it for use in the Company General Meeting Notice and Israeli Prospectus,
as applicable (and other related materials) if and to the extent that such information is determined to have become false or misleading
in any material respect or as otherwise required by applicable Laws. SPAC and the Company shall amend or supplement the Company General
Meeting Notice and/or Israeli Prospectus, as applicable, and cause the Company General Meeting Notice and Israeli Prospectus, as applicable,
as so amended or supplemented, to be filed with the ISA and TASE, in each case as and to the extent required by applicable Laws (including
Applicable Securities Laws) and subject to the terms and conditions of this Agreement and the Company Organizational Documents.
(d)
SPAC and the Company, with the assistance of the other Parties, shall promptly respond to any ISA and TASE comments on the Company General
Meeting Notice and Israeli Prospectus and shall otherwise use their commercially reasonable efforts to cause the Company General Meeting
Notice and Israeli Prospectus, as applicable, to “clear” comments from the ISA and TASE and become effective. The Company
shall provide SPAC or SPAC’s Representatives with copies of any written comments, and shall inform SPAC or SPAC’s Representatives
of any material oral comments, that the Company or its Representatives receive from the ISA or its staff with respect to the Company
General Meeting Notice and/or Israeli Prospectus promptly after the receipt of such comments and shall give SPAC a reasonable opportunity
under the circumstances to review and comment on any proposed written or material oral responses to such comments.
(e)
If on the date for which the Company General Meeting is scheduled, the Company has not received proxies or votes representing a sufficient
number of shares to obtain the Required Company Shareholder Approval, whether or not a quorum is present, the Company may make one or
more successive postponements or adjournments of the extraordinary general meeting of the Company’s shareholders with the SPAC’s
consent not to be unreasonably withheld. The Company, with the SPAC’s consent not to be unreasonably withheld, may also adjourn
the extraordinary general meeting of the Company’s shareholders to establish a quorum.
(f)
SPAC and the Company shall comply with all applicable Laws (including Applicable Securities Laws, the Israeli Companies Law, any applicable
rules and regulations of the ISA and TASE, SPAC Organizational Documents, the Company Organizational Documents and this Agreement in
the preparation, filing and distribution of the Company General Meeting Notice and Israeli Prospectus. The Company (with reasonable cooperation
from SPAC) shall take such reasonable steps as are necessary for the listing of the Company Ordinary Shares and the Company Public Warrants
on the TASE pursuant to the terms of this Agreement and shall provide such information as is necessary to obtain TASE approval of such
listing.
5.16
Confidential Information.
(a)
The Company, the Company Representative and Merger Sub agree that during the Interim Period and, in the event this Agreement is terminated
in accordance with Article VIII, for a period of two (2) years after such termination, they shall, and shall cause their respective
Representatives to: (i) treat and hold in strict confidence any SPAC Confidential Information that is provided to such Person, and will
not use for any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary
Documents, performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder, or in furtherance
of their authorized duties on behalf of SPAC or its Subsidiaries), nor directly or indirectly disclose, distribute, publish, disseminate
or otherwise make available to any third party any of the SPAC Confidential Information without SPAC’s prior written consent; and
(ii) in the event that the Company, the Company Representative, Merger Sub or any of their respective Representatives, during the Interim
Period or, in the event that this Agreement is terminated in accordance with Article VIII, for a period of two (2) years after
such termination, becomes legally compelled to disclose any SPAC Confidential Information, (A) provide SPAC to the extent legally permitted
with prompt written notice of such requirement so that SPAC or an Affiliate thereof may seek, at SPAC’s cost, a protective Order
or other remedy or waive compliance with this Section 5.16(a), and (B) in the event that such protective Order or other remedy
is not obtained, or SPAC waives compliance with this Section 5.16(a), furnish only that portion of such SPAC Confidential Information
which is legally required to be provided as advised by outside counsel and to exercise its commercially reasonable efforts to obtain
assurances that confidential treatment will be accorded such SPAC Confidential Information. In the event that this Agreement is terminated
and the transactions contemplated hereby are not consummated, the Company, the Company Representative and Merger Sub shall, and shall
cause their respective Representatives to, promptly deliver to SPAC or destroy (at SPAC’s election) any and all copies (in whatever
form or medium) of SPAC Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations and other writings
related thereto or based thereon. Notwithstanding the foregoing, (x) the Company, the Company Representative and Merger Sub and their
Representatives shall be permitted to disclose any and all SPAC Confidential Information to the extent required by Israeli securities
Laws or the rules and regulations of TASE or the ISA, as advised by outside counsel and after giving SPAC a reasonable opportunity under
the circumstances to review such disclosure and considering in good faith any comments made by SPAC regarding such disclosure, (y) the
Company and Merger Sub shall, and shall cause their respective Representatives to, treat and hold in strict confidence any Trade Secret
of SPAC disclosed to such Person until the earlier of (i) such information ceases to be a Trade Secret, (ii) Closing, or (iii) the dissolution
of SPAC; and SPAC shall, and shall cause its Representatives to, treat and hold in strict confidence any Trade Secret of the Company
and/or Merger Sub disclosed to such Person until such information ceases to be a Trade Secret, and (z) the Company, Merger Sub and their
Representatives shall be permitted to retain copies of SPAC Confidential Information to the extent required by internal compliance policies
or applicable Laws or to satisfy requirements of a Governmental Authority.
(b)
SPAC and the SPAC Representative hereby agree that during the Interim Period and, in the event that this Agreement is terminated in accordance
with Article VIII, for a period of two (2) years after such termination, they shall, and shall cause their respective Representatives
to: (i) treat and hold in strict confidence any Company Confidential Information that is provided to such Person, and will not use for
any purpose (except in connection with the consummation of the transactions contemplated by this Agreement or the Ancillary Documents,
performing their obligations hereunder or thereunder or enforcing their rights hereunder or thereunder), nor directly or indirectly disclose,
distribute, publish, disseminate or otherwise make available to any third party any of the Company Confidential Information without the
Company’s prior written consent; and (ii) in the event that SPAC, SPAC Representative or any of their respective Representatives,
during the Interim Period or, in the event that this Agreement is terminated in accordance with Article VIII, for a period of
two (2) years after such termination, becomes legally compelled to disclose any Company Confidential Information, (A) provide the Company
to the extent legally permitted with prompt written notice of such requirement so that the Company may seek, at the Company’s sole
expense, a protective Order or other remedy or waive compliance with this Section 5.16(b) and (B) in the event that such protective
Order or other remedy is not obtained, or the Company waives compliance with this Section 5.16(b), furnish only that portion of
such Company Confidential Information which is legally required to be provided as advised by outside counsel and to exercise its commercially
reasonable efforts to obtain assurances that confidential treatment will be accorded such Company Confidential Information. In the event
that this Agreement is terminated and the transactions contemplated hereby are not consummated, SPAC and SPAC Representative shall, and
shall cause their respective Representatives to, promptly deliver to the Company or destroy (at the Company’s election) any and
all copies (in whatever form or medium) of Company Confidential Information and destroy all notes, memoranda, summaries, analyses, compilations
and other writings related thereto or based thereon. Notwithstanding the foregoing, (x) SPAC and SPAC Representative and their respective
Representatives shall be permitted to disclose any and all Company Confidential Information to the extent required by Applicable Securities
Laws, as advised by outside counsel and after giving the Company a reasonable opportunity under the circumstances to review such disclosure
and considering in good faith any comments made by the Company regarding such disclosure, (y) SPAC and SPAC Representative shall, and
shall cause their respective Representatives to, treat and hold in strict confidence any Trade Secret of the Company or Merger Sub disclosed
to such Person until such information ceases to be a Trade Secret and (z) SPAC, SPAC Representative and their respective Representatives
shall be permitted to retain copies of Company Confidential Information to the extent required by internal compliance policies or applicable
Laws or to satisfy requirements of a Governmental Authority.
(c)
For the avoidance of doubt, the obligations set forth in this Section 5.16 are in addition to and shall not supersede any continuing
obligations under any confidentiality agreement between or among the Parties.
5.17
Post-Closing Board of Directors and Executive Officers.
(a)
The Parties shall take all necessary action so that effective as of the Closing, the Company’s board of directors (the “Post-Closing
Board”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action
to designate and appoint to the Post-Closing Board as follows: (i) two (2) individuals that are designated by SPAC prior to the Closing,
at least one of whom shall qualify as an independent director under Nasdaq rules and under the Israeli Companies Law, (ii) three (3)
individuals that are designated by the Company prior to the Closing, at least one of whom shall be required to qualify as an independent
director under Nasdaq rules and under the Israeli Companies Law, and (iii) two (2) individuals mutually agreed upon by SPAC and the Company
prior to Closing, each of whom shall qualify as an independent director under Nasdaq rules and under the Israeli Companies Law. Subject
to resignations provided by the Company’s directors, the board of directors of the Surviving Company immediately after the Closing
shall be the same as the board of directors of the Company immediately prior to the Closing. The Post-Closing Board shall consist of
three classes of directors serving staggered terms, as shall be more particularly set forth in the Amended Organizational Documents.
At or prior to the Closing, the Company shall provide each director with a customary director indemnification agreement, in form and
substance approved by the Company’s shareholders.
(b)
The individuals serving as the chief executive officer and chief financial officer, respectively, of the Company immediately after the
Closing shall be the same individuals (in the same office) as that of the Company immediately prior to the Closing (unless, at its sole
discretion, the Company desires to appoint another qualified person to either such role, in which case, such other person identified
by the Company shall serve in such role).
5.18
Company Equity Plan. Prior to the effectiveness of the Registration Statement, the board of directors of the Company shall approve
and adopt an amendment to the Company Equity Plan (the “Amended Company Equity Plan”), substantially in the
form as the Company and SPAC mutually agree, and in the manner prescribed under applicable Laws, to become effective as of the Closing
Date, reserving for grant thereunder a number of Company Ordinary Shares which, together with the Company’s unallocated and unpromised
Company Ordinary Shares reserved for issuance under the Company Equity Plan as of Closing, shall be equal to up to ten percent (10%)
of the issued share capital of the Company (exclusive of the number of Company Ordinary Shares subject to outstanding awards under the
Company Equity Plan as of such date of approval).
5.19
Indemnification of Directors and Officers.
(a)
From and after the Closing Date, the Surviving Company and the Company shall jointly and severally indemnify and hold harmless (i) each
present and former director and officer of the Target Company, SPAC or Merger Sub, and (ii) in addition, solely with respect to the Target
Company, named senior executives of the Target Company (in each case, solely to the extent acting in his or her capacity as such and
to the extent such activities are related to the business of the relevant Target Company, SPAC or Merger Sub, respectively) (the “D&O
Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses,
claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising
out of or pertaining to matters existing or occurring at or prior to the Closing Date, whether asserted or claimed prior to, at or after
the Closing Date (each, a “Claim”), to the fullest extent that the relevant Target Company, SPAC or Merger
Sub, respectively, would have been permitted under applicable Law and subject to the limitations of its respective Organizational Documents
and indemnification agreements, if any, in effect from time to time at or prior to the Closing to indemnify such D&O Indemnified
Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). After the Closing Date,
in the event that any D&O Indemnified Party becomes involved in any capacity in any Action based in whole or in part on, or arising
in whole or in part out of, any matter, including the transactions contemplated hereby, existing or occurring at or prior to the Closing
Date, the D&O Indemnified Party may retain counsel reasonably satisfactory to them after consultation with the Company; provided,
however, that the Company shall have the right to assume the defense thereof with counsel reasonably satisfactory to the D&O Indemnified
Parties.
(b)
Prior to the Merger Effective Time, the Surviving Company shall use its commercially reasonable efforts to purchase and obtain, as of
the Closing Date a “tail” insurance policy, to the extent available on commercially reasonable terms and a, extending coverage
for an aggregate period of six (6) years providing directors’ and officers’ liability insurance with respect to claims arising
from facts or events that occurred on or before the Closing covering (as direct beneficiaries) those persons who are as of the date of
this Agreement currently covered by SPAC’s directors’ and officers’ liability insurance policy, of the type and with
the amount of coverage no less favorable than those of the directors’ and officers’ liability insurance maintained as of
the date of this Agreement by, or for the benefit of, the SPAC; provided, however, that to the extent a policy as permitted by this Section
5.19 is purchased by SPAC, the aggregate cost of such policy shall be deemed a SPAC Transaction Expense and shall not exceed 300%
of the annual premium of SPAC’s directors’ and officers’ liabilities insurance policy as of the date of this Agreement
(which consent shall be deemed to be commercially reasonably for purposes of this paragraph (b)).
(c)
Notwithstanding the foregoing, (i) none of the Surviving Company or the Company shall be obligated to indemnify a D&O Indemnified
Party with respect to any amount in relation to a Claim of any type whatsoever to the extent such Claim (or part thereof) has been paid
to the D&O Indemnified Party (or paid directly to a third party on a D&O Indemnified Party’s behalf) by any directors and
officers, or other type, of insurance maintained by the Surviving Company or the Company, and (ii) no D&O Indemnified Party shall
settle any Claim without the prior written consent of the Surviving Company and the Company (which consents shall not be unreasonably
withheld, conditioned or delayed), nor shall any of the Surviving Company or the Company: (A) settle any Claim without either (x) the
written consent of all D&O Indemnified Parties against whom such Claim was made (which consents shall not be unreasonably withheld,
conditioned or delayed), or (y) obtaining an unconditional general release from all liability arising out of the proceeding to which
the Claim relates for all D&O Indemnified Parties without admission nor finding of wrongdoing as a condition of such settlement,
or (B) be liable to a D&O Indemnified Party for any amounts paid in settlement of any threatened or pending Claim effected without
its prior written consent (which consents shall not be unreasonably withheld, conditioned or delayed).
(d)
On or prior to the Closing Date, the Company shall enter into customary indemnification agreements reasonably satisfactory to each of
the Company and SPAC with, or for the benefit of, the D&O Indemnified Parties, which indemnification agreements shall continue to
be effective following the Closing Date. To the extent applicable, on or prior to the Closing Date, SPAC shall countersign such indemnification
agreements with respect to any D&O Indemnified Party that was a director or officer of SPAC prior to the Merger for the purposes
of acknowledging the termination of any applicable indemnification agreements between such D&O Indemnified Party and SPAC.
(e)
The provisions of this Section 5.19 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable
by, each of the D&O Indemnified Parties and their respective heirs and representatives.
5.20
Section 16 Matters. Prior to the Closing Date, the Parties shall take all such steps (to the extent permitted under applicable
Law) as are reasonably necessary to cause any acquisition or disposition of Company Ordinary Shares or any derivative thereof that occurs
or is deemed to occur by reason of or pursuant to the Transactions by each Person who is or will be or may become subject to Section
16 of the Exchange Act with respect to the Company, including by virtue of being deemed a director by deputization, to be exempt under
Rule 16b-3 promulgated under the Exchange Act.
5.21
Trust Account Proceeds. The Parties agree that after the Closing, the funds in the Trust Account, after taking into account payments
for the Redemption and any proceeds received by the Company from any Transaction Financing shall be used to pay (i) any unpaid SPAC Transaction
Expenses, (ii) any outstanding loans owed by SPAC to Sponsor for the SPAC Transaction Expenses and costs and expenses incurred by or
on behalf of SPAC (including administrative costs and expenses incurred by or on behalf of SPAC and any other costs, Liabilities and
Indebtedness of SPAC) (without duplication to the payment of any SPAC Transaction Expenses), and (iii) the Company Transaction Expenses.
Such amounts shall be paid at the Closing. Any remaining cash in the Trust Account shall be transferred to the Company and used for working
capital and general corporate purposes.
5.22
Tax Matters.
(a)
Transfer Taxes. The Party required under Law to file all necessary Tax Returns and other documentation, and pay any necessary
Taxes, with respect to any transfer, documentary, sales, use, stamp, registration and other similar Taxes and fees (including any penalties
and interest) incurred in connection with the Merger shall do so, and any other Party shall cooperate and join in the execution of any
such Tax Returns and other documentation as necessary, and each of the SPAC and the Company shall share the costs of all such Taxes and
fees equally.
(b)
Reorganization Covenants.
(i)
Each Party shall use its respective commercially reasonable efforts to cause the Merger to qualify, and agree not to, and not to permit
or cause any of their Affiliates or Subsidiaries to, take any action, or fail to take any action, other than as contemplated by this
Agreement, which to its Knowledge could reasonably be expected to prevent, impede or impair the Merger from qualifying for the Intended
Tax Treatment.
(ii)
The present plan and intention of the Company is (and will continue to be through the Closing) for the Company (together with the members
of the Company’s qualified group within the meaning of Treasury Regulations Section 1.368-1(d)(4)(ii) after the Merger
(the “Company’s Qualified Group”)) to retain and/or use for working capital, growth or other general
corporate purposes at least fifty percent (50%) of the amount of cash in the Trust Account immediately prior to the Redemption (or, if
the Redemption results in a lower amount of cash remaining in the Trust Account following the Redemption, the entire amount of cash in
the Trust Account), and the Company does not have a plan or intention (and will not have a plan or intention through the Closing) contrary
to the foregoing. In furtherance of the foregoing, the Company (together with the members of the Company’s Qualified Group) shall,
during the six month period following Closing, retain and/or use for working capital, growth or other general corporate purposes at least
fifty percent (50%) of the amount of cash in the Trust Account immediately prior to the Redemption (or, if the Redemption results in
a lower amount of cash remaining in the Trust Account following the Redemption, the entire amount of cash in the Trust Account). For
clarity, any loan or other transfer of such cash by the Company to a member of the Company’s Qualified Group and between members
of the Company’s Qualified Group will be treated as retained and/or used for working capital, growth or other general corporate
purposes by the Company (together with the Company’s Qualified Group). After such six month period, such cash and/or substitute
assets shall not be subject to any of the foregoing restrictions and may be used for any purpose thereafter.
(iii)
The Company has no present plan or intention to (and will not have any plan or intention through the Closing to) (A) liquidate
the Surviving Company, (B) merge the Surviving Company with and into another corporation, excluding (x) any merger of the
Surviving Company with and into (a) the Company (or an entity that is disregarded from the Company for U.S. federal income tax
purposes) or (b) any first-tier subsidiary of the Company (or any entity that is disregarded from any such first-tier subsidiary
for U.S. federal income tax purposes), and (y) any merger where the Surviving Company is the surviving entity in the merger and
continues to be wholly-owned by the Company, or (C) sell or otherwise dispose of the shares of the Surviving Company (excluding
any transfer that is permitted by Treasury Regulations Section 1.368-2(k)(1)).
(c)
Neither the Company, any of its Subsidiaries, nor any Person acting as an intermediary of the foregoing, has any present plan or intention
(and will not have any plan or intention through the Closing) to (A) redeem or otherwise acquire any of the Company Ordinary Shares
issued to any holders of securities of SPAC pursuant to the Merger or any of the Company Warrants into which the SPAC Public Warrants
or SPAC Private Warrants were converted pursuant to the Merger; provided, however, the Company may from time to time repurchase Company
Ordinary Shares and/or Company Warrants if any such repurchases are made on the open market through a broker for the prevailing market
price pursuant to an open-market repurchase program as described in Rev. Rul. 99-58; or (B) make any distribution with respect
to the Company Ordinary Shares issued to any holders of securities of SPAC pursuant to the Merger other than regular normal dividends
or distributions made to all holders of such Company Ordinary Shares in the ordinary course of business of the Company. To the knowledge
of the Company, no Person (other than its Subsidiaries) is a person related to the Company as defined in Treasury Regulations Section 1.368-1(e)(4).
(d)
Cooperation. Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent
reasonably requested by another Party, in connection with the filing of relevant Tax Returns, any claim for a refund of any Tax, and
any audit or tax proceeding. Such cooperation shall include the retention and (upon the other Party’s request) the provision (with
the right to make copies) of records and information reasonably relevant to any tax proceeding or audit, making employees available on
a mutually convenient basis to provide additional information and explanation of any material provided hereunder.
5.23
NASDAQ Listing. The Company shall use commercially reasonable efforts to cause: (a) the Company’s initial listing application
with NASDAQ in connection with the transactions contemplated by this Agreement to have been approved: (b) the Company to satisfy all
applicable initial listing requirements of NASDAQ; and (c) the Company Ordinary Shares and Company Warrants issuable in accordance with
this Agreement, including the Merger, to be approved for listing on NASDAQ (and SPAC shall reasonably cooperate in connection therewith),
subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in
any event prior to the Merger Effective Time. The Company shall pay all fees of NASDAQ in connection with the application to list and
the listing of Company Ordinary Shares and Company Warrants on NASDAQ. The SPAC shall reasonably cooperate with the Company to the extent
necessary for the Company to satisfy the requirements of this Section 5.23.
5.24
Transaction Financing. Without limiting anything to the contrary contained herein, during the Interim Period, SPAC may, but shall
not be required to, enter into financing agreements, which, with the consent of the Company, may be a financing into the Company (any
such agreements, the “Financing Agreements” and the financing contemplated by such Financing Agreements, the
“Transaction Financing”) on such terms as SPAC and the Company shall agree (such agreement not to be unreasonably
withheld, conditioned or delayed) and, if requested by SPAC, the Company shall, and shall cause its Representatives to, reasonably cooperate
with SPAC in connection with such Financing Agreements (including having the Company’s senior management participate in any investor
meetings and roadshows as reasonably requested by SPAC). Such Financing Agreements may include non-redemption agreements from existing
Public Stockholders and backstop agreements and private placement subscription agreements (whether for equity or debt) with any investors.
Except to the extent permitted pursuant to the terms of the Financing Agreements or otherwise mutually agreed in writing by the Company
and SPAC (such agreement not to be unreasonably withheld, conditioned or delayed), and except for any of the following actions that would
not materially increase conditionality or impose any new material obligation on the Company or SPAC, during the Interim Period, SPAC
shall not (i) reduce the committed investment amount to be received by SPAC under any Financing Agreement or reduce or impair the rights
of SPAC under any Financing Agreement in any material respect or (ii) permit any amendment or modification to be made to, any waiver
(in whole or in part) of, or provide consent to modify (including consent to terminate), any provision or remedy under, or any replacements
of, any of the Financing Agreements, in each case, (x) in any material respect and (y) excluding any assignment or transfer contemplated
therein or expressly permitted thereby (without any further amendment, modification or waiver to such assignment or transfer provision).
SPAC and the Company shall use their commercially reasonable efforts to consummate the Transaction Financing in accordance with the Financing
Agreement.
5.25
TASE Continued Listing. The Parties acknowledge and agree that the Company intends to continue and be listed on the TASE unless
the Company’s board of directors shall otherwise determine in its sole discretion in accordance with applicable Law.
5.26
Employment Agreements. Prior to the Closing, SPAC and the Company shall use reasonable best efforts to cause any other individuals
who may be mutually agreed by SPAC and the Company (prior to the Closing) to enter into employment agreements, in each case effective
as of the Closing, in form and substance reasonably acceptable to SPAC and the Company, between each such person and the Company or a
Subsidiary of the Company, as applicable (collectively, the “Employment Agreements”).
5.27
Business License. The Company shall make its reasonable commercial efforts to maintain in good standing the temporary business
license for its Lod facility in accordance with its terms (the “Business License”) and comply with its terms
and conditions in all respects. Prior to the expiration of the Business License the Company shall make its reasonable commercial efforts
to renew the license for the longest validity period permitted by the Lod Municipality and thereafter (including following the Closing)
maintain the Business License in good standing, comply with its terms and conditions in all respects and diligently act to obtain a permanent
business license for its Lod facility.
5.28
Lock-Up Agreements. Following the date of this Agreement, the Company shall use its reasonable best efforts to cause each Significant
Company Holder to enter into a Lock-Up Agreement.
5.29
Voting Agreements. Following the date of this Agreement, the Company shall use its reasonable best efforts to cause each Significant
Company Holder to enter into a Voting Agreement.
5.30
WHT Ruling. Following the date of this Agreement, SPAC, in coordination with the Company, shall file with the ITA the application
for the WHT Ruling.
5.31
Company Representative. As soon as practicable following the date of this Agreement, the Company shall identify a Person to serve
as the Company Representative, which Person shall be reasonably acceptable to SPAC, and shall cause such Person to execute a joinder
to this Agreement in form and substance reasonably acceptable to the Company and SPAC (the “Joinder”).
Article
VI
SURVIVAL
6.1
Non-Survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or
other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any
rights arising out of any breach of such representations, warranties, covenants, obligations, agreements or other provisions, shall survive
the Closing, and all of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate,
statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations,
warranties, covenants, obligations, agreements or other provisions, shall terminate and expire upon the occurrence of the Closing (and
there shall be no Liability after the Closing in respect thereof), in each case, except for (a) those covenants and agreements contained
herein that by their terms expressly apply in whole or in part at or after the Closing and then only with respect to any breaches occurring
at or after the Closing and (b) Articles IX, X and XI and this Section 6.1.
Article
VII
CLOSING CONDITIONS
7.1
Conditions to Each Party’s Obligations. The obligations of each Party to consummate the Merger and the other transactions
described herein shall be subject to the satisfaction or written waiver (where permissible) by the Company and SPAC of the following
conditions:
(a)
Required SPAC Shareholder Approval. The SPAC Shareholder Approval Matters that are submitted to the vote of the shareholders of
SPAC at the Extraordinary General Meeting in accordance with the Proxy Statement shall have been approved by the Required SPAC Shareholder
Approval.
(b)
Required Company Shareholder Approval. The Required Company Shareholder Approval shall have been obtained.
(c)
Requisite Regulatory Approvals. All Consents required to be obtained from or made with any Governmental Authority (including the
TASE) in order to consummate the Transactions set forth on Schedule 7.1(c) shall have been obtained or made.
(d)
No Law or Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary,
preliminary or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated
by this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.
(e)
Net Tangible Assets. Either immediately prior to or upon the Closing, after giving effect to the Redemption and any receipt of
proceeds from any Transaction Financing, SPAC shall have net tangible assets of at least $5,000,001 (as determined in accordance with
Rule 3a51-1(g)(1) of the Exchange Act).
(f)
Registration Statement. The Registration Statement shall have been declared effective by the SEC and shall remain effective as
of the Closing.
(g)
NASDAQ and TASE Listings. (i) The Company’s initial listing applications with NASDAQ and TASE in connection with the Transactions
shall have been conditionally approved and (ii) the Company’s Ordinary Shares and (with respect to NASDAQ only) the Company Public
Warrants to be issued in connection with the Transactions shall have been approved for listing on NASDAQ and TASE (as applicable), subject
to official notice of issuance.
(h)
Foreign Private Issuer. The Company shall not have received evidence that it will not qualify as a “foreign private issuer”
pursuant to Rule 3b-4 of the Exchange Act as of the Closing.
(i)
Composition of the Board. The members of the Post-Closing Company Board of Directors shall have been elected or appointed as of
the Closing in accordance with the requirements of Section 5.17.
(j)
Requisite Consents. The Consents required to be obtained from or made with any third Person in order to consummate the transactions
contemplated by this Agreement that are set forth in Schedule 7.1(j) shall have each been obtained or made.
(k)
Israeli Prospectus. The Israeli Prospectus shall have been declared effective by the ISA and TASE and shall remain effective as
of the Closing.
7.2
Conditions to Obligations of the Company and Merger Sub. In addition to the conditions specified in Section 7.1, the obligations
of the Company and Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement are subject to the satisfaction
or written waiver (by the Company) of the following conditions:
(a)
Representations and Warranties. All of the representations and warranties of SPAC set forth in this Agreement and in any certificate
delivered by or on behalf of SPAC pursuant hereto shall be true and correct on and as of the date of this Agreement and on and as of
the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of
a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be true and
correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually
or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, SPAC.
(b)
Agreements and Covenants. SPAC shall have performed in all material respects all of its obligations and complied in all material
respects with all of its agreements and covenants under this Agreement to be performed or complied with by it on or prior to the Closing
Date.
(c)
No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to SPAC since the date of this Agreement
which is continuing and uncured.
(d)
Closing Deliveries.
(i)
Officer Certificate. SPAC shall have delivered to the Company a certificate, dated the Closing Date, signed by an executive officer
of SPAC in such capacity, certifying as to the satisfaction of the conditions specified in Sections 7.2(a), 7.2(b), and
7.2(c), with respect to SPAC.
(ii)
Secretary Certificate. SPAC shall have delivered to the Company a certificate from its secretary or other executive officer certifying
as to, and attaching, (A) copies of the SPAC Organizational Documents as in effect as of the Closing Date (after giving effect to the
Merger Effective Time), (B) the resolutions of SPAC’s board of directors authorizing and approving the execution, delivery and
performance of this Agreement and each of the Ancillary Documents to which it is a party or by which it is bound, and the consummation
of the transactions contemplated hereby and thereby, (C) evidence that the Required SPAC Shareholder Approval has been obtained and (D)
the incumbency of officers authorized to execute this Agreement or any Ancillary Document to which SPAC is or is required to be a party
or otherwise bound.
(iii)
Good Standing. SPAC shall have delivered to the Company a good standing certificate (or similar documents applicable for such
jurisdictions) for SPAC certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental
Authority of SPAC’s jurisdiction of organization.
(iv)
SPAC Declaration or WHT Ruling. If the WHT Ruling is not obtained prior to the Closing, SPAC shall have delivered to the Company
a SPAC Declaration in the form attached hereto as Schedule 1.3(f).
(v)
Assignment, Assumption and Amendment to Warrant Agreement. The Company shall have received a copy of each Assignment, Assumption
and Amendment to Warrant Agreement in substantially the form attached as Exhibit D hereto, duly executed by SPAC and the Warrant
Agent.
(vi)
Registration Rights Agreement. The Company shall have received a copy of the Registration Rights Agreement, duly executed by each
Company Shareholder party thereto.
(vii)
SPAC Registration Rights Agreement Amendment. The Company shall have received a copy of the SPAC Registration Rights Agreement
Amendment, duly executed by the SPAC, the Sponsor and the IPO Underwriter.
(viii)
Minimum Cash Condition. Upon the Closing, the SPAC shall have available cash and cash equivalents, including funds remaining in
the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any Transaction Financing
(for the avoidance of doubt, without taking into account any cash and cash equivalents that the Company may have, other than the proceeds
of any Transaction Financing into the Company, if applicable) (after giving effect to the payment of (a) the SPAC’s unpaid SPAC
Transaction Expenses, (b) any unpaid loans owed by SPAC to Sponsor, (c) other unpaid administrative costs and expenses incurred by or
on behalf of SPAC, (d) any other unpaid costs, Liabilities (excluding any Liabilities not payable in cash that are required to be recorded
as accounting liabilities) and Indebtedness of SPAC and (e) the Company Transaction Expenses (including amounts paid prior to the Closing)),
equal to at least Ten Million U.S. Dollars ($10,000,000).
(ix)
Sponsor Support Agreement. The Sponsor Support Agreement shall be in full force and effect in accordance with the terms thereof
as of the Closing.
(x)
Sponsor Letter Agreement. The Company shall have received the Sponsor Letter Agreement (including the exhibit attached thereto) in
the form attached hereto as Exhibit E, and the Sponsor Letter Agreement (including the exhibit attached thereto) shall have been
duly executed by the Sponsor and SPAC, and the terms and provisions of the Sponsor Letter Agreement (including the exhibit attached thereto)
shall be in full force and effect in accordance with the terms thereof as of the date of this Agreement or as of Merger Effective Time,
as applicable.
7.3
Conditions to Obligations of SPAC. In addition to the conditions specified in Section 7.1, the obligations of SPAC to consummate
the Closing are subject to the satisfaction or written waiver (by SPAC) of the following conditions:
(a)
Representations and Warranties. All of the representations and warranties of the Company and Merger Sub set forth in this Agreement
and in any certificate delivered by or on behalf of the Company or Merger Sub pursuant hereto shall be true and correct on and as of
the date of this Agreement and on and as of the Closing Date as if made on the Closing Date, shall be true and correct on and as of the
Closing Date as if made on the Closing Date, in each case except for (i) those representations and warranties that address matters only
as of a particular date (which representations and warranties shall have been accurate as of such date), and (ii) any failures to be
true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually
or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, the
Company or Merger Sub, as applicable.
(b)
Agreements and Covenants. The Company and Merger Sub shall have performed in all material respects all of their respective obligations
and complied in all material respects with all of their respective agreements and covenants under this Agreement to be performed or complied
with by them on or prior to the Closing Date.
(c)
No Material Adverse Effect. No Material Adverse Effect shall have occurred with respect to the Company since the date of this
Agreement which is continuing and uncured.
(d)
Closing Deliveries.
(i)
Officer Certificate. SPAC shall have received a certificate from the Company, dated as the Closing Date, signed by an executive
officer of the Company in such capacity, certifying as to the satisfaction of the conditions specified in Section 7.3(a) with
respect to the Company and Merger Sub, as applicable.
(ii)
Secretary Certificates. The Company and Merger Sub shall each have delivered to SPAC a certificate from its secretary or other
executive officer certifying as to the validity and effectiveness of, and attaching, (A) copies of its Organizational Documents as in
effect as of the Closing Date (immediately prior to the Merger Effective Time), (B) the resolutions of its board of directors and shareholders,
as applicable, authorizing and approving the execution, delivery and performance of this Agreement and each Ancillary Document to which
it is a party or bound, and the consummation of the Transactions, (C) evidence that the Required Company Shareholder Approval has been
obtained and (D) the incumbency of its officers authorized to execute this Agreement or any Ancillary Document to which it is a party
or otherwise bound.
(iii)
Good Standing. (i) the Company shall have delivered to SPAC good standing certificates (or similar documents applicable for such
jurisdictions) for the Company certified as of a date no earlier than thirty (30) days prior to the Closing Date from the proper Governmental
Authority of the Company’s jurisdiction of organization and from each other jurisdiction in which the Company is qualified to do
business as a foreign corporation or other entity as of the Closing, (ii) the Company shall have delivered to SPAC a good standing certificate
(or similar document applicable for such jurisdiction) for Merger Sub certified as of a date no earlier than thirty (30) days prior to
the Closing Date from the proper Governmental Authority of Merger Sub’s jurisdiction of organization; in each case to the extent
that good standing certificates or similar documents are generally available in such jurisdiction.
(iv)
Amended Organizational Documents. At or prior to the Merger Effective Time, the shareholders of the Company shall have adopted
the Amended Organizational Documents in a form to be mutually agreed upon by the Parties.
(v)
Assignment, Assumption and Amendment to Warrant Agreement. SPAC shall have received a copy of each Assignment, Assumption and
Amendment to Warrant Agreement in substantially the form attached as Exhibit D hereto, duly executed by the Company and the Warrant
Agent.
(vi)
Registration Rights Agreement. SPAC shall have received a copy of the Registration Rights Agreement, duly executed by the Company
and each Company Shareholder party thereto.
(vii)
SPAC Registration Rights Agreement Amendment. SPAC shall have received a copy of the SPAC Registration Rights Agreement Amendment,
duly executed by the Company.
(viii)
Lock-Up Agreements. SPAC shall have received a Lock-Up Agreement for the Locked-Up Company Shareholders (or alternatively, other
Company Shareholders who along with the Locked-Up Company Shareholders, have at least the same aggregate Pro Rata Share as the Locked-Up
Company Shareholders) in substantially the form attached as Exhibit A hereto, duly executed by the Company and such Company Shareholders,
and each Lock-Up Agreement shall be in full force and effect in accordance with the terms thereof as of the Closing.
(ix)
Recapitalization; Amendment to Company Articles. Prior to the Merger Effective Time, the Company shall (i) have consummated the
Recapitalization, and (ii) provide reasonable evidence that the Company’s shareholders have adopted the Amended Organizational
Documents in a form to be agreed upon by the Parties, and shall have provided SPAC with reasonable evidence of such adoption.
(x)
Joinder. The Company Representative shall have executed and delivered the Joinder.
(xi)
Non-Competition Agreements and Employment Agreements. The Non-Competition Agreements and the Employment Agreements (to the extent
mutually agreed by SPAC and the Company pursuant to Section 5.26) shall be in full force and effect in accordance with the terms
thereof as of the Closing.
(e)
Business License. The Company shall hold a temporary or permanent valid Business License at the Closing.
7.4
Frustration of Conditions. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any
condition set forth in this Article VII to be satisfied if such failure was caused by the failure of such Party or its Affiliates
(or with respect to the Company or Merger Sub) to comply with or perform any of its covenants or obligations set forth in this Agreement
in all material respects.
Article
VIII
TERMINATION AND EXPENSES
8.1
Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the
Closing as follows:
(a)
by mutual written consent of SPAC and the Company;
(b)
by written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article VII have not been satisfied
or waived by December 31, 2023 (the “Outside Date”); provided, that the right to terminate this Agreement
under this Section 8.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates (or with
respect to the Company or Merger Sub) of any representation, warranty, covenant or obligation under this Agreement was the proximate
cause of, or proximately resulted in, the failure of the Closing to occur on or before the Outside Date;
(c)
by written notice by either SPAC or the Company if a Governmental Authority of competent jurisdiction shall have issued an Order or taken
any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, and such
Order or other action has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to
this Section 8.1(c) shall not be available to a Party if the failure by such Party or its Affiliates (or with respect to the Company
or Merger Sub) to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action
by such Governmental Authority;
(d)
by written notice by the Company to SPAC, if (i) there has been a breach by SPAC of any of its representations, warranties, covenants
or agreements contained in this Agreement, or if any representation or warranty of SPAC shall have become untrue or materially inaccurate,
in any case, which would result in a failure of a condition set forth in Section 7.2(a) or Section 7.2(b) to be satisfied
(treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach), and (ii) the breach
or inaccuracy is incapable of being cured or is not cured before the earlier of (A) end of the twentieth day after written notice of
such breach or inaccuracy is provided to SPAC by the Company or (B) the Outside Date; provided, that the Company shall not have the right
to terminate this Agreement pursuant to this Section 8.1(d) if at such time the Company or Merger Sub is in uncured breach of
this Agreement which would result in a failure of any condition set forth in Section 7.3(a) or Section 7.3(b) from being
satisfied;
(e)
by written notice by SPAC to the Company, if (i) there has been a breach by the Company or Merger Sub of any of their respective representations,
warranties, covenants or agreements contained in this Agreement, or if any representation or warranty of such Parties shall have become
untrue or inaccurate, in any case, which would result in a failure of a condition set forth in Section 7.3(a) or Section 7.3(b)
to be satisfied (treating the Closing Date for such purposes as the date of this Agreement or, if later, the date of such breach),
and (ii) the breach or inaccuracy is incapable of being cured or is not cured before the earlier of (A) end of the twentieth (20th)
day after written notice of such breach or inaccuracy is provided to the Company by SPAC or (B) the Outside Date; provided, that SPAC
shall not have the right to terminate this Agreement pursuant to this Section 8.1(e) if at such time SPAC is in uncured breach
of this Agreement which would result in a failure of any condition set forth in Section 7.2(a) or Section 7.2(b) from being
satisfied;
(f)
by written notice by the SPAC to the Company, if there shall have been a Material Adverse Effect on the Company following the date of
this Agreement which is uncured and continuing; or
(g)
by written notice by either SPAC or the Company to the other if the Extraordinary General Meeting is held (including any adjournment
or postponement thereof) and has concluded, SPAC’s shareholders have duly voted, and the Required SPAC Shareholder Approval was
not obtained.
8.2
Effect of Termination. This Agreement may only be terminated in the circumstances described in Section 8.1 and pursuant
to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination,
including the provision of Section 8.1 under which such termination is made. In the event of the valid termination of this Agreement
pursuant to Section 8.1, this Agreement shall forthwith become void, and there shall be no Liability on the part of any Party,
any of their respective Affiliates or any of their and their Affiliates’ respective Representatives, and all rights and obligations
of each Party shall cease, except: (i) Sections 5.14(a), 5.16, 8.3, 9.1, Article X and this Section 8.2
shall survive the termination of this Agreement, (ii) nothing herein shall relieve any Party from Liability for any Fraud Claim against
such Party prior to termination of this Agreement, and (iii) nothing herein shall relieve the Company or Merger Sub from Liability for
willful breach (in each case of clauses (i), (ii) and (iii) above, subject to Section 9.1). Without limiting the foregoing, and
except as provided in Sections 8.3 and this Section 8.2 (but subject to Section 9.1, and subject to the right to
seek injunctions, specific performance or other equitable relief in accordance with Section 10.7), the Parties’ sole right
prior to the Closing with respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement
by another Party or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this
Agreement pursuant to Section 8.1.
8.3
Fees and Expenses. Subject to Sections10.16 and 10.17, unless otherwise provided for in this Agreement, all fees
and expenses incurred in connection with this Agreement, the Ancillary Documents and the Transactions contemplated hereby and thereby,
including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or
expenses; provided that, (i) all registration fees or filing fees payable to TASE or ISA in each case of the foregoing in connection
with the Transactions shall be borne by the Company, (ii) all registration fees or filing fees payable to the SEC or Nasdaq, in each
case of the foregoing in connection with the Transactions shall be borne by SPAC (other than the registration fees or filing fees payable
to the SEC or Nasdaq in connection with the Registration Statement, which shall be borne equally between the Company and SPAC), and (iii)
any Extension Expenses shall be borne by SPAC; provided further that, for the avoidance of doubt, (a) if this Agreement is terminated
in accordance with its terms, the Company shall be responsible for payment of all unpaid Company Transaction Expenses and SPAC shall
be responsible for payment of all unpaid SPAC Transaction Expenses, and (b) if the Closing occurs, then all unpaid SPAC Transaction Expenses,
any loans owed by SPAC to Sponsor, other administrative costs and expenses incurred by or on behalf of SPAC, any other costs, Liabilities
and Indebtedness of SPAC and all unpaid Company Transaction Expenses shall be paid as set forth in Section 5.21.
Article
IX
WAIVERS AND RELEASES
9.1
Waiver of Claims Against Trust. Reference is made to the IPO Prospectus. Each of the Company, the Company Representative, the
SPAC Representative and Merger Sub hereby represents and warrants that it understands that SPAC has established the Trust Account containing
the proceeds of the IPO and the overallotment shares acquired by SPAC’s underwriters and from certain private placements occurring
simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders
(including overallotment shares acquired by SPAC’s underwriters) (the “Public Shareholders”) and that,
except as otherwise described in the IPO Prospectus, SPAC may disburse monies from the Trust Account only: (a) to the Public Shareholders
in the event they elect to redeem their SPAC Class A Shares in connection with the consummation of its initial business combination (as
such term is used in the IPO Prospectus) (“Business Combination”) or in connection with a shareholder vote
to amend SPAC Organizational Documents to modify the substance or timing of SPAC’s obligation to provide holders of SPAC Class
A Shares the right to have their shares redeemed in connection with a Business Combination or to redeem 100% of SPAC Class A Shares if
SPAC does not complete a Business Combination within 18 months from the closing of the IPO or with respect to any other provision relating
to the rights of holders of SPAC Class A Shares, (b) to the Public Shareholders if SPAC fails to consummate a Business Combination within
18 months after the closing of the IPO, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary
to pay for any income taxes, and (d) to SPAC after the consummation of a Business Combination, in each case, subject to the Trust Agreement.
For and in consideration of SPAC entering into this Agreement and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, each of the Company, the Company Representative, the SPAC Representative and Merger Sub hereby agrees
on behalf of itself and its Affiliates that, notwithstanding anything to the contrary in this Agreement, none of the Company, the Company
Representative, the SPAC Representative or Merger Sub nor any of their respective Affiliates do now or shall at any time hereafter have
any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make any claim against the Trust Account,
regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Agreement or any proposed
or actual business relationship between SPAC or any of its Representatives, on the one hand, and the Company, the Company Representative,
the SPAC Representative or Merger Sub or any of their respective Representatives, on the other hand, or any other matter, and regardless
of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released
Claims”). Each of the Company, the Company Representative, the SPAC Representative and Merger Sub on behalf of itself and
its Affiliates hereby irrevocably waives any Released Claims that any such Party or any of its Affiliates may have against the Trust
Account now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC or its Representatives
and will not seek recourse against the Trust Account for any reason whatsoever (including for an alleged breach of this Agreement or
any other agreement with SPAC or its Affiliates). The Company, the Company Representative, the SPAC Representative and Merger Sub each
agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its Affiliates
to induce SPAC to enter in this Agreement, and each of the Company, the Company Representative, the SPAC Representative and Merger Sub
further intends and understands such waiver to be valid, binding and enforceable against such Party and each of its Affiliates under
applicable Law. Notwithstanding anything herein to the contrary, (A) the Company, the Company Representative, the SPAC Representative
and Merger Sub or any of their respective Affiliates may commence any action or proceeding based upon, in connection with, relating to
or arising out of any matter relating to SPAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief against
SPAC or its Representatives, against assets or funds held outside of the Trust Account (including any funds released from the Trust Account
and assets that are acquired with such funds but excluding any distributions to Public Shareholders); provided that such claim
shall not permit such Party or any of its Affiliates (or any Person claiming on any of their behaves or in lieu of them) to have any
claim against the Trust Account or any amounts contained therein or any distributions to Public Shareholders, and (B) nothing herein
shall limit or prohibit the Company, the Company Representative, the SPAC Representative and Merger Sub or any of their respective Affiliates
from pursuing a claim against SPAC for specific performance or other equitable relief. This Section 9.1 shall survive termination
of this Agreement for any reason.
Article
X
MISCELLANEOUS
10.1
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with confirmation of receipt, (iii) one Business
Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being
mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following
addresses (or at such other address for a Party as shall be specified by like notice):
If
to SPAC at or prior to the Closing, to:
Keyarch
Acquisition Corporation
275
Madison Avenue, 39th Floor
New
York, New York 10016
Attn:
Kai Xiong
Email: |
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
Matthew A. Gray, Esq.
Facsimile No.:
Telephone No.:
Email: |
If
to SPAC Representative, to:
Keyarch
Global Sponsor Limited
275
Madison Avenue, 39th Floor
New
York, New York 10016
Attn:
Kai Xiong
Email: |
with
a copy (which will not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
Matthew A. Gray, Esq.
Facsimile No.:
Telephone No.:
Email:
|
If
to the Company or Merger Sub at or prior to the Closing, to:
Zooz
Power Ltd.
13 Hamelacha St., Lod 7152025
Attn: Boaz Weizer, CEO
Facsimile No.:
Telephone
No.:
Email:
|
with
a copy (which will not constitute notice) to:
Shibolet
& Co.
4
Yitzhak Sadeh St. Tel Aviv 6777504
Attn:
Ofer Ben-Yehuda
Telephone
No.:
Email:
|
If
to Surviving Company or the Company after the Closing, to:
Attn:
Boaz Weizer
Facsimile No.:
Telephone No.:
Email: |
with
a copy (which will not constitute notice) to:
Shibolet
& Co.
4
Yitzhak Sadeh St. Tel Aviv 6777504
Attn:
Ofer Ben-Yehuda
Telephone
No.:
Email: |
10.2
Binding Effect; Assignment. Subject to Section 10.3, this Agreement and all of the provisions hereof shall be binding upon
and inure solely to the benefit of the Parties hereto and their respective successors and permitted assigns. This Agreement shall not
be assigned by any Party, by operation of Law or otherwise, without the prior written consent of SPAC and the Company (and after the
Closing, the SPAC Representative and Company Representative), and any assignment without such consent shall be null and void; provided
that no such assignment shall relieve the assigning Party of its obligations hereunder.
10.3
Third Parties. Except for the rights of the D&O Indemnified Parties set forth in Section 5.19, of each of the Sponsor,
Ellenoff Grossman & Schole LLP (“EGS”) and Goldfarb Gross Seligman & Co. (“GGS”)
set forth in Section 10.15(a) and Shibolet & Co (“Shibolet”) and Lowenstein Sandler LLP (“Lowenstein”)
set forth in Section 10.15(b), which the Parties acknowledge and agree are express third party beneficiaries of this Agreement,
nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated
hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person that is not a Party hereto or thereto
or a successor or permitted assign of such a Party.
10.4
Arbitration. Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary
injunction, permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 10.4,
for which Sections 10.5 and 10.6 shall be applicable) arising out of, related to, or in connection with this Agreement or the transactions
contemplated hereby (a “Dispute”) shall be governed by this Section 10.4. A party must, in the first
instance, provide written notice of any Disputes to the other parties subject to such Dispute, which notice must provide a reasonably
detailed description of the matters subject to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on
an amicable basis within ten (10) Business Days of the notice of such Dispute being received by such other parties subject to such Dispute
(the “Resolution Period”); provided, that if any Dispute would reasonably be expected to have become
moot or otherwise irrelevant if not decided within sixty (60) days after the occurrence of such Dispute, then there shall be no Resolution
Period with respect to such Dispute. Any Dispute that is not resolved during the Resolution Period may immediately be referred to and
finally resolved by arbitration pursuant to the then-existing Expedited Procedures (as defined in the AAA Procedures) of the Commercial
Arbitration Rules (the “AAA Procedures”) of the AAA. Any party involved in such Dispute may submit the Dispute
to the AAA to commence the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict,
the terms of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in
any event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject
to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition agreements.
The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within five (5) Business
Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall be streamlined and efficient.
The arbitrator shall decide the Dispute in accordance with the substantive law of the state of New York. Time is of the essence. Each
party subject to the Dispute shall submit a proposal for resolution of the Dispute to the arbitrator within twenty (20) days after confirmation
of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do, or to refrain from doing, anything
consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform its contractual obligation(s); provided,
that the arbitrator shall be limited to ordering pursuant to the foregoing power (and, for the avoidance of doubt, shall order) the relevant
party (or parties, as applicable) to comply with only one or the other of the proposals. The arbitrator’s award shall be in writing
and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting one or the other proposal. The seat of arbitration
shall be in New York County, State of New York. The language of the arbitration shall be English.
10.5
Governing Law; Jurisdiction. This Agreement and all Actions (whether in contract, tort or otherwise) that may be based upon, arise
out of or relate to this Agreement or the negotiation, execution or performance hereof (including any claim or cause of action based
upon, arising out of or related to any representation or warranty made in or in connection with this Agreement or as an inducement to
enter into this Agreement) shall be governed by, construed and enforced in accordance with the Laws (both substantive and procedural)
of the State of New York, without regard to the conflict of laws principles thereof. Subject to Section 10.4, except that the
Merger, the internal affairs of SPAC and any provisions of this Agreement that are expressly or otherwise required to be governed by
the Cayman Act, shall be governed by the Laws of the Cayman Islands (without giving effect to choice of law principles thereof) in respect
of which the Parties irrevocably submit to the non-exclusive jurisdiction of the courts of the Cayman Islands. Subject to the immediately
preceding sentence, all Actions arising out of or relating to this Agreement shall be heard and determined exclusively by the state and
federal courts seated in New York County, New York (or in any appellate court thereof) (the “Specified Courts”).
Subject to Section 10.4, each Party hereto hereby (a) submits to the exclusive personal and subject matter jurisdiction of any
Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party hereto and (b) irrevocably
waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject to the
personal or subject matter jurisdiction of the above- named courts, that its property is exempt or immune from attachment or execution,
that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions
contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any Action shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each Party irrevocably
consents to the service of the summons and complaint and any other process in any other Action relating to the transactions contemplated
by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable
address set forth in Section 10.1. Nothing in this Section 10.5 shall affect the right of any Party to serve legal process
in any other manner permitted by Law.
10.6
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY,
OR OTHERWISE. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
10.6.
10.7
Specific Performance. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby
are unique, recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and
the non-breaching Parties may have not adequate remedy at law, and agree that irreparable damage may occur in the event that any of the
provisions of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached.
Accordingly, each Party shall be entitled to seek an injunction, restraining order or other equitable remedy to prevent or remedy any
breach of this Agreement and to seek to enforce specifically the terms and provisions hereof, in each case, without the requirement to
post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy
to which such Party may be entitled under this Agreement, at law or in equity.
10.8
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal
and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.
10.9
Amendment. This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by SPAC, the
Company, the SPAC Representative and the Company Representative.
10.10
Waiver. Each of SPAC and the Company on behalf of itself and its Affiliates may in its sole discretion (i) extend the time for
the performance of any obligation or other act of any other non-Affiliated Party hereto, (ii) waive any inaccuracy in the representations
and warranties by such other non-Affiliated Party contained herein or in any document delivered pursuant hereto and (iii) waive compliance
by such other non-Affiliated Party with any covenant or condition contained herein. Any such extension or waiver shall be valid only
if set forth in an instrument in writing signed by the Party or Parties to be bound thereby (including by the SPAC Representative or
the Company Representative in lieu of such Party to the extent provided in this Agreement). Notwithstanding the foregoing, no failure
or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof
preclude any other or further exercise of any other right hereunder. Notwithstanding the foregoing, any waiver of any provision of this
Agreement after the Closing shall also require the prior written consent of the SPAC Representative and the Company Representative.
10.11
Entire Agreement. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules
attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, together with the Ancillary Documents, embody
the entire agreement and understanding of the Parties hereto in respect of the subject matter contained herein. There are no restrictions,
promises, representations, warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents
or instruments referred to herein, which collectively supersede all prior agreements and the understandings by or among the Parties with
respect to the subject matter contained herein.
10.12
Interpretation. The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose
of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.
In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding masculine,
feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa; (b) reference to
any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted
by this Agreement and reference to a Person in a particular capacity excludes such Person in any other capacity; (c) any accounting term
used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned to such term in accordance with IFRS,
based on the accounting principles used by the applicable Person; (d) “including” (and with correlative meaning “include”)
means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case
to be followed by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby”
and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any
particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import when used
herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or” means “and/or”;
(h) the word “day” means calendar day unless Business Day is expressly specified; (i) any agreement, instrument, insurance
policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement,
instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in the case of agreements
or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession of comparable successor
statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated therein; (j) except as
otherwise indicated, all references in this Agreement to the words “Section,” “Article”, “Schedule”,
“Annex” and “Exhibit” are intended to refer to Sections, Articles, Schedules, Annexes and Exhibits to this Agreement;
and (k) the term “Dollars” or “$” means United States dollars. Any reference in this Agreement to a Person’s
directors shall include any member of such Person’s governing body and any reference in this Agreement to a Person’s officers
shall include any Person filling a substantially similar position for such Person. Any reference in this Agreement or any Ancillary Document
to a Person’s shareholders or stockholders shall include any applicable owners of the equity interests of such Person, in whatever
form. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no
presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
To the extent that any Contract, document, certificate or instrument is represented and warranted to by the Company to be given, delivered,
provided or made available by the Company, in order for such Contract, document, certificate or instrument to have been deemed to have
been given, delivered, provided and made available to SPAC or its Representatives, such Contract, document, certificate or instrument
shall have been posted to the electronic data site maintained on behalf of the Company for the benefit of SPAC and its Representatives
and SPAC and its Representatives have been given access to the electronic folders containing such information.
10.13
Counterparts. This Agreement and each Ancillary Document may be executed and delivered (including by facsimile, e-mail or other
electronic transmission) in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
10.14
No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, the Parties acknowledge and agree that
no recourse under this Agreement or under any Ancillary Documents shall be had against any Person that is not a party to this Agreement
or such Ancillary Document, including any past, present or future director, officer, agent, employee or other Representative of any past,
present or future equity holder of any Party or of any Affiliate or successor or assignee thereof, as such, whether by the enforcement
of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable Law.
10.15
Legal Representation.
(a)
The Parties agree that, notwithstanding the fact that each of EGS and GGS may have, prior to the Closing, jointly represented SPAC, the
SPAC Representative and the Sponsor in connection with this Agreement, the Ancillary Documents and the Transactions, and has also represented
SPAC, Sponsor and/or their respective Affiliates in connection with matters other than the transaction that is the subject of this Agreement,
each of EGS and GGS will be permitted in the future, after the Closing, to represent the Sponsor, the SPAC Representative or their respective
Affiliates in connection with matters in which such Persons are adverse to SPAC or any of their respective Affiliates, including any
disputes arising out of, or related to, this Agreement. The Company the Company Representative and Merger Sub hereby agree, in advance,
to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection
with EGS’ and GGS’ future representation of one or more of the Sponsor, the SPAC Representative or their respective Affiliates
in which the interests of such Person are adverse to the interests of Merger Sub, SPAC the Company Representative and/or the Company
or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this
Agreement or to any prior representation by EGS and GGS of the Sponsor, SPAC, the SPAC Representative or any of their respective Affiliates.
The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, the Sponsor and the SPAC Representative shall
be deemed the clients of each of EGS and GGS with respect to the negotiation, execution and performance of this Agreement and the Ancillary
Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence
relating thereto shall belong solely to the Sponsor and the SPAC Representative, shall be controlled by the Sponsor and the SPAC Representative
and shall not pass to or be claimed by SPAC; provided, further, that nothing contained herein shall be deemed to be a waiver by SPAC
or any of its Affiliates of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications
to any third party.
(b)
The Parties agree that, notwithstanding the fact that each of Shibolet and Lowenstein may have, prior to the Closing, jointly represented
the Company, the Company Representative and the Company Shareholders in connection with this Agreement, the Ancillary Documents and the
transactions contemplated hereby and thereby, and has also represented the Company and/or its Affiliates in connection with matters other
than the transaction that is the subject of this Agreement, each of Shibolet and Lowenstein shall be permitted in the future, after the
Closing, to represent the Company Representative, the Company Shareholders or their respective Affiliates in connection with matters
in which such Persons are adverse to the Company or any of its Affiliates, including any disputes arising out of, or related to, this
Agreement. Each of SPAC Parties and the SPAC Representative, who is or has the right to be represented by independent counsel in connection
with the transactions contemplated by this Agreement, hereby agrees, in advance, to waive (and to cause its Affiliates to waive) any
actual or potential conflict of interest that may hereafter arise in connection with each of Shibolet and Lowenstein’s future representation
of one or more of the Company Representative, the Company Shareholders or their respective Affiliates in which the interests of such
Person are adverse to the interests of SPAC Party or the SPAC Representative or any of their respective Affiliates, including any matters
that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by each of Shibolet
and Lowenstein of the Company, the Company Representative, the Company Shareholders or any of their respective Affiliates. The Parties
acknowledge and agree that, for the purposes of the attorney-client privilege the Company Representative and the Company Shareholders
shall be deemed the clients of each of Shibolet and Lowenstein with respect to the negotiation, execution and performance of this Agreement
and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation
of client confidence relating thereto shall belong solely to the Company Representative and the Company Shareholders, shall be controlled
by the Company Representative and the Company Shareholders and shall not pass to or be claimed by the Surviving Subsidiary; provided,
further, that nothing contained herein shall be deemed to be a waiver by the Company or any of its Affiliates (including, after the Merger
Effective Time, the Surviving Subsidiary) of any applicable privileges or protections that can or may be asserted to prevent disclosure
of any such communications to any third party.
10.16
SPAC Representative.
(a)
Each of the SPAC and the Company, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this
Agreement, hereby irrevocably constitutes and appoints Sponsor, in the capacity as the SPAC Representative, as each such Person’s
agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act
on behalf of such Person from and after the Closing in connection with: (i) controlling and making any determinations with respect to
the achievement, vesting or forfeiture of the Earnout Shares under Section 1.2 and the Sponsor Earnout Letter, as applicable;
(ii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the
SPAC Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “SPAC Representative
Documents”); (iii) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy
arising under any SPAC Representative Documents; (iv) employing and obtaining the advice of legal counsel, accountants and other professional
advisors as the SPAC Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the
SPAC Representative and to rely on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including
fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable out-of-pocket
fees and expenses allocable or in any way relating to such transaction; and (vi) otherwise enforcing the rights and obligations of any
such Persons under any SPAC Representative Documents, including giving and receiving all notices and communications hereunder or thereunder
on behalf of such Person; provided, that the Parties acknowledge that the SPAC Representative is specifically authorized and directed
to act on behalf of, and for the benefit of, the holders of SPAC Securities and Company Securities other than the Company Security Holders
immediately prior to the Merger Effective Time and their respective successors and assigns. All decisions and actions by the SPAC Representative,
including any agreement between the SPAC Representative and the Company Representative or any Company Shareholders, shall be binding
upon the SPAC, the Company and their respective Subsidiaries, successors and assigns, and neither they nor any other Party shall have
the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.16 are irrevocable and
coupled with an interest. The SPAC Representative hereby accepts its appointment and authorization as the SPAC Representative under this
Agreement.
(b)
Any other Person, including the Company Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry,
upon any actions of the SPAC Representative as the acts of the Company and the SPAC under any SPAC Representative Documents. The Company
Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the SPAC Representative
as to (i) any payment instructions provided by the SPAC Representative or (ii) any other actions required or permitted to be taken by
the SPAC Representative hereunder, and the Company, SPAC and their respective securityholders shall not have any cause of action against
the Company Representative, SPAC or the Company. The Company Representative, the SPAC, and the Company shall not have any Liability to
the Company, SPAC or any of their respective securityholders for any allocation or distribution among the holders of the Company’s
securities by the SPAC Representative of payments made to or at the direction of the SPAC Representative.
(c)
The SPAC Representative shall not be liable for any act done or omitted under any SPAC Representative Document as the SPAC Representative
while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of
counsel shall be conclusive evidence of such good faith. The SPAC (and after the Closing Company and SPAC shall jointly and severally)
indemnify, defend and hold harmless the SPAC Representative from and against any and all losses, damages, liabilities, deficiencies,
Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees
(collectively, “Losses”) incurred without gross negligence, bad faith or willful misconduct on the part of
the SPAC Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the SPAC
Representative’s duties under any SPAC Representative Document, including the reasonable out-of-pocket fees and expenses of any
legal counsel retained by the SPAC Representative. In no event shall the SPAC Representative in such capacity be liable hereunder or
in connection herewith for any indirect, punitive, special or consequential damages. The SPAC Representative shall be fully protected
in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles
or copies thereof, and no Person shall have any Liability for relying on the SPAC Representative in the foregoing manner. In connection
with the performance of its rights and obligations hereunder, the SPAC Representative shall have the right at any time and from time
to time to select and engage, at the cost and expense of the SPAC (and after the Closing, the Company), attorneys, accountants, investment
bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records
and incur other out-of-pocket expenses, as the SPAC Representative may deem necessary or appropriate from time to time. All of the indemnities,
immunities, releases and powers granted to the SPAC Representative under this Section 10.16 shall survive the Closing and continue
indefinitely.
(d)
The Person serving as the SPAC Representative may resign upon ten (10) days’ prior written notice to the SPAC and, the Company
and the Company Representative, provided, that the SPAC Representative appoints in writing a replacement SPAC Representative. Each successor
SPAC Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original SPAC
Representative, and the term “SPAC Representative” as used herein shall be deemed to include any such successor SPAC Representatives.
10.17
Company Representative.
(a)
Each Company Shareholder, by approval of the Merger, Recapitalization and/or this Agreement, on behalf of itself and its successors and
assigns, shall appoint a Company Representative, as each such Person’s agent, attorney-in-fact and representative, with full power
of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection
with: (i) controlling and making any determinations with respect to the achievement, vesting or forfeiture of the Earnout Shares under
Section 1.2; (ii) terminating, amending or waiving on behalf of such Person any provisions of this Agreement or any Ancillary
Documents to which the Company Representative is a party or otherwise has rights in such capacity (together with this Agreement, the
“Company Representative Documents”), as the same may be from time to time amended, and to do or refrain from
doing all such further acts and things, and to execute all such documents on behalf of such Person, if any, as the Seller Representative
will deem necessary or appropriate in connection with any of the transactions contemplated under the Company Representative Documents
(provided, that any such action, if material to the rights and obligations of the Company Shareholders in the reasonable judgment of
the Company Representative, will be taken in the same manner with respect to all Company Shareholders unless otherwise agreed by each
Company Shareholder who is subject to any disparate treatment of a potentially material and adverse nature); (iii) signing on behalf
of such Person any releases or other documents with respect to any dispute or remedy arising under any Company Representative Document;
(iv) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Company Representative,
in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Company Representative and to rely
on their advice and counsel; (v) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys
and accountants incurred pursuant to the transactions contemplated hereby, and any other reasonable fees and expenses allocable or in
any way relating to such transaction or any indemnification claim, whether incurred prior or subsequent to Closing; (vi) receiving all
or any portion of the consideration provided to the Company Shareholders under this Agreement and to distribute the same to the Company
Shareholders; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Company Representative Document,
including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person provided, that
the Parties acknowledge that the Company Representative is specifically authorized and directed to act on behalf of, and for the benefit
of, the pre-Merger Effective Time holders of Company Ordinary Shares and their respective successors and assigns. All decisions and actions
by the Company Representative, including any agreement between the Company Representative and the SPAC Representative, shall be binding
upon each Company Shareholder and his, her or its respective successors and assigns, and neither they nor any other Party shall have
the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 10.17 are irrevocable and
coupled with an interest. The Company Representative hereby accepts its appointment and authorization as the Company Representative under
this Agreement.
(b)
Any other Person, including the SPAC Representative, the SPAC and the Company may conclusively and absolutely rely, without inquiry,
upon any actions of the Company Representative as the acts of the Company Shareholders under any Company Representative Documents. The
SPAC Representative, the SPAC and the Company shall be entitled to rely conclusively on the instructions and decisions of the Company
Representative as to (i) any payment instructions provided by the Company Representative or (ii) any other actions required or permitted
to be taken by the Company Representative hereunder, and no Company Shareholder shall have any cause of action against the SPAC Representative,
SPAC or the Company. The SPAC Representative, the SPAC and the Company shall not have any Liability to any Company Shareholder for any
allocation or distribution among the Company Shareholders by the Company Representative of payments made to or at the direction of the
Company Representative. All notices or other communications required to be made or delivered to a Company Shareholder under any Company
Representative Document shall be made to the Company Representative for the benefit of such Company Shareholder, and any notices so made
shall discharge in full all notice requirements of the other parties hereto or thereto to such Company Shareholder with respect thereto.
All notices or other communications required to be made or delivered by a Company Shareholder shall be made by the Company Representative
(except for a notice under Section 10.17(d) of the replacement of the Company Representative).
(c)
The Company Representative shall not be liable for any act done or omitted under any Company Representative Document as the Company Representative
while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of
counsel shall be conclusive evidence of such good faith. The Company shall (and after the Closing SPAC and the Company shall jointly
and severally) indemnify, defend and hold the Company Representative harmless from and against any and all Losses incurred without gross
negligence, bad faith or willful misconduct on the part of the Company Representative (in its capacity as such) and arising out of or
in connection with the acceptance or administration of the Company Representative’s duties under any Company Representative Document,
including the reasonable out-of-pocket fees and expenses of any legal counsel retained by the Company Representative. In no event shall
the Company Representative in such capacity be liable hereunder or in connection herewith for any indirect, punitive, special or consequential
damages. The Company Representative shall be fully protected in relying upon any written notice, demand, certificate or document that
it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on
the Company Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Company
Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Company, attorneys,
accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance,
maintain such records and incur other out-of-pocket expenses, as the Company Representative may deem necessary or appropriate from time
to time. All of the indemnities, immunities, releases and powers granted to the Company Representative under this Section 10.17
shall survive the Closing and continue indefinitely.
(d)
If the Company Representative shall die, become disabled, dissolve, resign or otherwise be unable or unwilling to fulfill its responsibilities
as representative and agent of Company Shareholders, then the Company Shareholders shall, within ten (10) days after such death, disability,
dissolution, resignation or other event, appoint a successor Company Representative (by vote or written consent of the Company Shareholders
holding in the aggregate a Pro Rata Share in excess of fifty percent (50%) of Company Ordinary Shares), and promptly thereafter (but
in any event within two (2) Business Days after such appointment) notify the SPAC Representative, the Company and the SPAC in writing
of the identity of such successor. Any such successor so appointed shall become the “Company Representative” for purposes
of this Agreement.
Article
XI
DEFINITIONS
11.1
Certain Definitions. For purpose of this Agreement, the following capitalized terms have the following meanings:
“AAA”
means the American Arbitration Association or any successor entity conducting arbitrations.
“Action”
means any charge, claim, demand, notice of noncompliance or violation, action, complaint, petition, investigation, appeal, suit, litigation,
arbitration or other similar proceeding initiated or conducted by a mediator, arbitrator or Governmental Authority, whether administrative,
civil, regulatory or criminal, and whether at law or in equity, or otherwise under any applicable Law.
“Affiliate”
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such
Person. For the avoidance of doubt, Sponsor shall be deemed to be an Affiliate of SPAC prior to the Closing.
“Ancillary
Documents” means each agreement, instrument or document attached hereto as an Exhibit and the Lock-Up Agreements, the Non-Competition
and Non-Solicitation Agreements, the Target Voting Agreement, the Sponsor Earnout Letter, the Employment Agreements, the Registration
Rights Agreement, the SPAC Registration Rights Agreement Amendment, each Assignment, Assumption and Amendment to Warrant Agreement and
the Surviving Company Memorandum and Articles of Association Documents and the other agreements, certificates and instruments to be executed
or delivered by any of the Parties hereto in connection with or pursuant to this Agreement.
“Audited
Financial Statements” means the audited financial statements of the Company (including any related notes thereto), consisting
of the audited balance sheets of the Company as of the Balance Sheet Date and the related audited income statements, changes in shareholder
equity and statements of cash flows for the years ended December 31, 2022 and December 31, 2021.
“Balance
Sheet Date” means December 31, 2022.
“Benefit
Plans” of any Person means any and all deferred compensation, executive compensation, incentive compensation, equity purchase
or other equity-based compensation plan, employment or consulting, severance or termination pay, holiday, vacation or other bonus plan
or practice, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit sharing, pension,
or retirement plan, program, agreement, commitment or arrangement, and each other employee benefit plan, program, agreement or arrangement,
maintained or contributed to or required to be contributed to by a Person for the benefit of any employee or terminated employee of such
Person, or with respect to which such Person has any Liability, whether direct or indirect, actual or contingent, whether formal or informal,
and whether legally binding or not.
“Business
Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York,
New York or Tel Aviv, Israel, are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”,
“non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the
direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially
banking institutions in New York, New York or Tel Aviv, Israel are generally open for use by customers on such day.
“Cayman
Act” means the Cayman Islands Companies Act (as amended).
“Code”
means the U.S. Internal Revenue Code of 1986, as amended.
“Company
Organizational Documents” means the articles of association of the Company.
“Company
Confidential Information” means all confidential or proprietary documents and information concerning the Company, Merger
Sub or any of their respective Representatives, furnished in connection with this Agreement or the transactions contemplated hereby;
provided, however, that Company Confidential Information shall not include any information which, (i) at the time of disclosure
by SPAC or its Representatives, is generally available publicly and was not disclosed in breach of this Agreement or (ii) at the time
of the disclosure by the Company, Merger Sub or their respective Representatives to SPAC or its Representatives was previously known
by such receiving party, other than from the Company, Merger Sub or their respective Representatives, without violation of Law or any
confidentiality obligation by the Person receiving such Company Confidential Information.
“Company
Equity Plan” means the Company’s 2015 Share Option Plan, as amended from time to time.
“Company
Option” means, as of any determination time, each option to purchase Company Ordinary Shares that is outstanding and unexercised
and granted under the Company Equity Plan.
“Company
Ordinary Shares” means the Company’s Ordinary Shares with a par value of ILS 0.00025 each.
“Company
Private Warrants” means one whole warrant entitling the holder thereof to purchase one (1) Company Ordinary Share at a
purchase price of $11.50 per share, which warrants will be issued by the Company in the Merger in exchange for the SPAC Private Warrants.
“Company
Public Warrants” means one whole warrant entitling the holder thereof to purchase one (1) Company Ordinary Share at a purchase
price of $11.50 per share, which warrants will be issued by the Company in the Merger in exchange for the SPAC Public Warrants.
“Company
Reporting Documents” means (i) the Company’s annual reports filed on the ISA’s Internet-based “MAGNA”
system and the TASE website for each fiscal year of the Company beginning with the first year the Company was required to file such a
report, (ii) the Company’s quarterly reports filed on the ISA’s Internet-based “MAGNA” system and the TASE website
for each fiscal quarter that the Company was required to file such reports to disclose its quarterly financial results in each of the
fiscal years of the Company referred to in clause (ii) above, and (iii) all other forms, reports, registration statements, prospectuses
and other documents (other than preliminary materials) filed by the Company on the ISA’s Internet-based “MAGNA” system
and/or the TASE website since the beginning of the first fiscal year referred to in clause (i) above.
“Company
Securities” means the Company Ordinary Shares, and after the Closing, the Company Warrants, collectively.
“Company
Security Holders” means, collectively, the holders of Company Securities.
“Company
Shareholders” means, collectively, the holders of Company Ordinary Shares.
“Company
Shares” means the Company Ordinary Shares.
“Company
Transaction Expenses” means all fees and expenses of any of the Company or Merger Sub (and not otherwise expressly allocated
to SPAC pursuant to the terms of this Agreement or any Ancillary Document) paid, incurred, or payable as of the Closing Date in connection
with the negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of their covenants or agreements
in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, including (a) the
fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers, consultants, or other agents or service
providers of the Company or Merger Sub, (b) all bonuses, change in control payments, retention payments, severance payments or similar
payments payable in connection with the execution of this Agreement or the consummation of the transactions contemplated hereby, and
the amount of the employer portion of any employment Taxes payable with respect to such payments, and (c) any other fees, expenses, commissions
or other amounts that are expressly allocated to the Company or Merger Sub pursuant to this Agreement or any Ancillary Document.
“Company
Warrants” means, collectively, the Company Private Warrants and the Company Public Warrants.
“Consent”
means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person.
“Continuing
Company Options” means, collectively, the Outstanding ITM Company Options and the Company Options set forth on Schedule
11.1 which shall be delivered by the Company to the Purchaser within five (5) Business Days following the date hereof.
“Contracts”
means all contracts, agreements, arrangements, bonds, notes, indentures, mortgages, debt instruments, purchase order, licenses (and all
other contracts, agreements or binding arrangements concerning Intellectual Property), franchises, leases and other instruments or obligations
of any kind, written or oral (including any amendments and other modifications thereto).
“Control”
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
Person”) shall be deemed Controlled by (a) any other Person (i) owning beneficially, as meant in Rule 13d-3 under the Exchange
Act, securities entitling such Person to cast ten percent (10%) or more of the votes for election of directors or equivalent governing
authority of the Controlled Person or (ii) entitled to be allocated or receive ten percent (10%) or more of the profits, losses, or distributions
of the Controlled Person; (b) an officer, director, general partner, partner (other than a limited partner), manager, or member (other
than a member having no management authority that is not a Person described in clause (a) above) of the Controlled Person; or (c) a spouse,
parent, lineal descendant, sibling, aunt, uncle, niece, nephew, mother-in-law, father-in-law, sister-in-law, or brother-in-law of an
Affiliate of the Controlled Person or a trust for the benefit of an Affiliate of the Controlled Person or of which an Affiliate of the
Controlled Person is a trustee.
“Copyrights”
means any works of authorship, mask works designs and other equivalent rights in any of the foregoing, and all copyrights therein, and
all copyrights therein, including all renewals and extensions, copyright registrations and applications for registration and renewal,
and non-registered copyrights.
“COVID-19”
shall mean SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.
“COVID-19
Measures” shall mean any quarantine, “shelter in place,” “stay at home,” workforce reduction, social
distancing, shut down, closure, sequester, safety or similar Laws, guidelines or recommendations promulgated by any applicable Governmental
Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with
or in response to COVID-19 or any other epidemics, pandemics or disease outbreaks, including the CARES Act and Families First Act, for
similarly situated companies.
“Environmental
Law” means any Law in any way applicable to the Company and relating to (a) the protection of human health and safety,
(b) the protection, preservation or restoration of the environment and natural resources (including air, water vapor, surface water,
groundwater, drinking water supply, surface land, subsurface land, plant and animal life or any other natural resource), or (c) the exposure
to, or the use, storage, recycling, treatment, generation, transportation, processing, handling, labeling, production, release or disposal
of Hazardous Materials.
“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended.
“Exchange
Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Foreign
Plan” means any plan, fund (including any superannuation fund) or other similar program or arrangement established or maintained
outside the United States or Israel by the Company primarily for the benefit of employees of the Company residing outside the United
States or Israel, as applicable, which plan, fund or other similar program or arrangement provides, or results in, retirement income,
a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and which plan is not subject
to ERISA or the Code or applicable Israeli Law, excluding any plan, program or arrangement required by a Governmental Authority.
“Fraud
Claim” means any claim a Party has committed an actual and intentional fraud as defined under the laws of the State of
New York.
“GAAP”
means generally accepted accounting principles as in effect in the United States of America.
“Governmental
Authority” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body, instrumentality,
department, division, commission or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other
similar dispute-resolving panel or body.
“Government
Grant” means any grant, incentive, subsidy, award, participation, exemption, status or other benefit from any Governmental
Authority granted to, provided to, or enjoyed by the Company, including by or on behalf of or under the authority of the IIA, the Investment
and Development Authority for Industry and Economy at the Israeli Ministry of Economy and Industry and the Israel-U.S. Binational Industrial
Research and Development Foundation.
“Hazardous
Material” means any waste, gas, liquid or other substance or material that is defined, listed or designated as a “hazardous
substance”, “pollutant”, “contaminant”, “hazardous waste”, “regulated substance”,
“hazardous chemical”, or “toxic chemical” (or by any similar term) under any Environmental Law, or any other
material regulated, or that could result in the imposition of Liability or responsibility, under any Environmental Law, including petroleum
and its by-products, asbestos, polychlorinated biphenyls, radon, mold, and urea formaldehyde insulation.
“IIA”
means the Israel Innovation Authority, formerly known as the Office of the Chief Scientist of the Israeli Ministry of Economy.
“IIA
Grants” means Government Grants from the IIA granted to the Company.
“IFRS”
means the Internal Financial Reporting Standards as in effect issued by the International Accounting Standards Board.
“Indebtedness”
of any Person means, without duplication, (a) all indebtedness of such Person for borrowed money (including the outstanding principal
and accrued but unpaid interest), (b) all obligations for the deferred purchase price of property or services (other than those incurred
in the ordinary course of business), (c) any other indebtedness of such Person that is evidenced by a note, bond, debenture, credit agreement
or similar instrument, (d) all obligations of such Person under leases that should be classified as capital leases in accordance with
IFRS (as applicable to such Person), (e) all obligations of such Person for the reimbursement of any obligor on any line or letter of
credit, banker’s acceptance, guarantee or similar credit transaction, in each case, that has been drawn or claimed against and
not settled, (f) all interest rate and currency swaps, caps, collars and similar agreements or hedging devices under which payments are
obligated to be made by such Person, whether periodically or upon the happening of a contingency, (g) all obligations secured by a Lien
on any property of such Person, (h) any premiums, prepayment fees or other penalties, fees, costs or expenses associated with payment
of any Indebtedness of such Person, and (i) all obligations described in clauses (a) through (h) above of any other Person which is directly
or indirectly guaranteed by such Person or which such Person has agreed (contingently or otherwise) to purchase or otherwise acquire
or in respect of which it has otherwise assured a creditor against loss.
“Independent
Expert” shall mean a mutually acceptable independent (i.e., no prior material business relationship with any Party for
the prior two (2) years) expert accounting firm appointed by the SPAC Representative and the Company Representative, which appointment
will be made no later than ten (10) days after the Independent Expert Notice Date; provided, that if the Independent Expert does not
accept its appointment or if the Representative Parties cannot agree on the Independent Expert, in either case within twenty (20) days
after the Independent Expert Notice Date, either Representative Party may require, by written notice to the other Representative Party,
that the Independent Expert be selected by the New York City Regional Office of the AAA in accordance with the AAA’s procedures.
The parties agree that the Independent Expert will be deemed to be independent even though a Party or its Affiliates may, in the future,
designate the Independent Expert to resolve disputes of the types described in Section 1.2(c).
“Independent
Expert Notice Date” means the date that a Representative Party receives written notice under Section 1.2(b)(i) or
1.2(b)(ii) from the other Representative Party referring such dispute to the Independent Expert.
“Innovation
Law” means the Israeli Encouragement of Research, Development and Technological Innovation in Industry Law, 1984.
“Intellectual
Property” means all of the following as they exist in any jurisdiction throughout the world: Patents, Trademarks, Copyrights,
Trade Secrets, Internet Assets, Software and other intellectual property, and all licenses, sublicenses and other agreements or permissions
related to the preceding property.
“Internet
Assets” means any and all domain name registrations, web sites and web addresses and related rights, items and all documentation
related thereto, and any applications for registration therefor worldwide.
“Investment
Company Act” means the U.S. Investment Company Act of 1940, as amended.
“IPO”
means the initial public offering of SPAC Units pursuant to the IPO Prospectus.
“IPO
Prospectus” means the final prospectus of SPAC, dated as of April 8, 2021, and filed with the SEC on January 26, 2022 (File
No. 333-261500).
“IPO
Underwriter” means EarlyBirdCapital, Inc., as the representative of the underwriters in the IPO.
“ISA”
means the Israeli Securities Authority.
“Israeli
Companies Law” means the Israeli Companies Law, 5759-1999.
“Israeli
Securities Law” means the Israeli Securities Law, 1968, as amended, and the regulations and rules promulgated thereunder.
“ITA”
means the Israeli Tax Authority.
“Knowledge”
means, with respect to (i) the Company, the actual knowledge of the Company’s Chairman of the Board, the Company’s Chief
Executive Officer or the Company’s Chief Financial Officer, after reasonable inquiry, or (ii) any other Party, (A) if an entity,
the actual knowledge of its directors and executive officers, after reasonable inquiry, or (B) if a natural person, the actual knowledge
of such Party, after reasonable inquiry.
“Law”
means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict,
decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order or Consent that
is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the
authority of any Governmental Authority.
“Liabilities”
means any and all liabilities, Indebtedness, or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether
known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required
to be recorded or reflected on a balance sheet under IFRS), including Tax liabilities due or to become due.
“Lien”
means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien or
charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction (whether
on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, or any filing or agreement
to file a financing statement as debtor under the Uniform Commercial Code or any similar Law, in each instance, other than Permitted
Liens.
“Management
Company Holders” means the directors and executive officers of the Company directly or indirectly holding Company Securities
as of the date of this Agreement.
“Material
Adverse Effect” means, with respect to any specified Person, any fact, event, occurrence, change or effect after the date
of this Agreement that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect
upon (a) the business, assets, Liabilities, results of operations, prospects or condition (financial or otherwise) of such Person and
its Subsidiaries, taken as a whole, or (b) the ability of such Person or any of its Subsidiaries on a timely basis to consummate the
transactions contemplated by this Agreement or the Ancillary Documents to which it is a party or bound or to perform its obligations
hereunder or thereunder; provided, however, that any fact, event, occurrence, change or effect directly or indirectly attributable
to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other facts, events, occurrences,
changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would
or could have occurred a Material Adverse Effect pursuant to clause (a) above has occurred: (i) general changes in the financial or securities
markets or general economic or political conditions in the country or region in which such Person or any of its Subsidiaries do business;
(ii) changes, conditions or effects that generally affect the industries in which such Person or any of its Subsidiaries principally
operate; (iii) changes in IFRS or mandatory changes in the regulatory accounting requirements applicable to any industry in which such
Person and its Subsidiaries principally operate; (iv) conditions caused by any acts of God, terrorism, war (whether or not declared)
or natural disaster or any worsening thereof; (v) any epidemic, pandemic, plague or other outbreak of illness or disease or public health
event (including COVID-19) or any COVID-19 Measures or any changes or prospective changes in such COVID-19 Measures or changes or prospective
changes in the interpretation, implementation or enforcement thereof; (vi) any failure in and of itself by such Person and its Subsidiaries
to meet any internal or published budgets, projections, forecasts or predictions of financial performance for any period (provided
that the underlying cause of any such failure may be considered in determining whether a Material Adverse Effect has occurred or
would reasonably be expected to occur to the extent not excluded by another exception herein); (vii) with respect to SPAC, the consummation
and effects of the Redemption (or any redemption in connection with the Extension); (viii) with respect to the Company, the inclusion
of any going concern qualification in any financial statements of the Company, including in the Company Financials; and (ix) the announcement
or the existence of this Agreement or the transactions contemplated hereby, including the impact thereof on the relationships, contractual
or otherwise, of the Company or any of its Subsidiaries with employees, labor unions, works councils or other labor organizations, customers,
suppliers or partners; provided, further, however, that any event, occurrence, fact, condition, or change referred
to in clauses (i), (ii), (iii) and (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect
has occurred or would reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a disproportionate
effect on such Person or any of its Subsidiaries compared to other participants in the industries and geographic location in which such
Person or any of its Subsidiaries primarily conducts and operates its businesses. Notwithstanding the foregoing, with respect to SPAC,
the amount of the Redemption or the failure to obtain the Required SPAC Shareholder Approval shall not be deemed to be a Material Adverse
Effect on or with respect to SPAC.
“Merger
Sub Ordinary Shares” means the ordinary shares, par value $1 per share, of Merger Sub, which shares shall entitle the holder
thereof to one vote per share, as provided for and fully described in memorandum and articles of association of Merger Sub.
“NASDAQ”
means The Nasdaq Stock Market LLC.
“Order”
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other Action
that is or has been entered, rendered, or otherwise put into effect by or under the authority of any Governmental Authority.
“Ordinance”
means the Israeli Income Tax Ordinance (New Version), 1961, as amended, and the rules and regulations promulgated thereunder.
“Ordinary
Course of Business” means (i) the ordinary course of the Company’s business consistent with past practices, (ii)
any reasonable actions or omission in response to or otherwise related to any change, effect, event, occurrence, state of facts or development
attributable to COVID-19 or COVID-19 Measures, and (iii) any other action reasonably deemed necessary in the good faith determination
of the management or directors of the Company in connection with the operations of the Company or the furtherance of the Transactions.
“Organizational
Documents” means, with respect to any Person, its memorandum and articles of association or similar organizational documents,
in each case, as amended. With respect to SPAC, Organizational Documents shall also include the Trust Agreement.
“Outstanding
ITM Company Options” means outstanding options to purchase Company Ordinary Shares, the exercise price of which (after
the Recapitalization) is lower than or equal to $10.00; for the avoidance of doubt, Outstanding ITM Company Options (i) shall include,
without limitation, any Company Interim Options to the extent granted by the Company and to the extent the exercise price thereof (after
the Recapitalization) is lower than or equal to $10.00, and (ii) shall in no event include the Company Options set forth on Schedule
11.1 which shall be delivered by the Company to the Purchaser within five (5) Business Days following the date hereof.
“Patents”
means any patents, patent applications in any jurisdiction in the world, and the inventions, designs and improvements described and claimed
therein, and other patent rights (including any divisionals, provisionals, non-provisionals, continuations, continuations-in-part, substitutions,
or reissues thereof, whether or not patents are issued on any such applications and whether or not any such applications are amended,
modified, withdrawn, or refiled).
“PCAOB”
means the U.S. Public Company Accounting Oversight Board (or any successor thereto).
“Permits”
means all federal, state, local or foreign or other third-party permits or temporary permits, grants, easements, consents, approvals,
authorizations, exemptions, licenses, franchises, concessions, ratifications, permissions, clearances, confirmations, endorsements, waivers,
certifications, designations, ratings, registrations, qualifications or orders of any Governmental Authority or any other Person.
“Permitted
Liens” means (a) mechanic’s, materialmen’s, carriers’, repairers’ and other similar statutory Liens
arising or incurred in the ordinary course of business, (b) Liens for Taxes or assessments and similar governmental charges or levies,
which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, and for which adequate reserves
have been established with respect thereto, (c) Liens incurred or deposits made in the Ordinary Course of Business in connection with
social security, (d) other Liens imposed by operation of Law arising in the ordinary course of business for amounts which are not due
and payable and as would not in the aggregate materially adversely affect the value of, or materially adversely interfere with the use
of, the property subject thereto, (e) Liens on goods in transit incurred pursuant to documentary letters of credit, in each case, arising
in the ordinary course of business, (f) statutory Liens of landlords, lessors or renters in each instance, which do not and would not
reasonably be expected to impair, individually or in the aggregate, in any material respect the access to or operations of the relevant
property, (g) Liens of carriers, warehousemen, mechanics, materialmen, workmen, repairmen and other Liens imposed by Law that are not
yet due and payable or that are being contested in good faith; (h) Liens incurred or deposits made in the ordinary course of business
and on a basis consistent with past practice in connection with workers’ compensation, unemployment insurance or other types of
social security; (i) defects or imperfections of title, encroachments, easements, declarations, conditions, covenants, rights-of-way,
restrictions and other charges, instruments or encumbrances or other defects affecting title to real estate (including any leasehold
or other interest therein), in each instance, which do not and would not reasonably be expected to impair, individually or in the aggregate,
in any material respect the access to or operations of the relevant property; (j) Liens not created by the Company that affect the underlying
fee interest of any real property utilized by such person, in each instance, which do not and would not reasonably be expected to impair,
individually or in the aggregate, in any material respect the access to or operations of the relevant property; (k) zoning ordinances,
variances, conditional use permits and similar regulations, permits, approvals and conditions with respect to real property, in each
instance, which do not and would not reasonably be expected to impair, individually or in the aggregate, in any material respect the
access to or operations of the relevant property, or (l)Liens arising under this Agreement or any Ancillary Document.
“Person”
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political
subdivision thereof, or an agency or instrumentality thereof.
“Personal
Property” means any machinery, equipment, tools, vehicles, furniture, leasehold improvements, office equipment, plant,
parts and other tangible personal property.
“Pro
Rata Share” means, with respect to each Company Shareholder, a fraction expressed as a percentage equal to (i) the number
of Company Ordinary Shares that such Company Shareholder holds at the Closing after giving effect to the Recapitalization, divided by
(ii) the total number of Company Ordinary Shares held by all Company Shareholders at the Closing after giving effect to the Recapitalization.
“Related
Person” means any officer, director, manager, employee, trustee of the Company or any of its Affiliates, nor any immediate
family member of any of the foregoing (whether directly or indirectly through an Affiliate of such Person).
“Remedial
Action” means all actions to (i) clean up, remove, treat, or in any other way
address
any Hazardous Material, (ii) prevent the Release of any Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor environment, (iii) perform pre-remedial studies and investigations or post-remedial monitoring and
care, or (iv) correct a condition of noncompliance with Environmental Laws.
“Representatives”
means, as to any Person, such Person’s Affiliates and the respective managers, directors, officers, employees, independent contractors,
consultants, advisors (including financial advisors, counsel and accountants), agents and other legal representatives of such Person
or its Affiliates.
“Required
SPAC Shareholder Approval” means the approval of the SPAC Shareholder Approval Matters by the requisite vote of the holders
of SPAC Shares at the Extraordinary General Meeting, in accordance with, and as required by the SPAC Organizational Documents, the Cayman
Act and other applicable law.
“Rights
Agreement” means that certain Rights Agreement, dated as of January 24, 2022, by and between SPAC and Continental Stock
Transfer & Trust Company, as rights agent.
“SEC”
means the U.S. Securities and Exchange Commission (or any successor Governmental Authority).
“Securities
Act” means the U.S. Securities Act of 1933, as amended.
“Significant
Company Shareholders” means those Company Shareholders to be mutually agreed to by the Company and SPAC.
“Software”
means any computer software programs, including all source code, object code, and documentation related thereto.
“SOX”
means the U.S. Sarbanes-Oxley Act of 2002, as amended.
“SPAC
Organizational Documents” means the Amended and Restated Memorandum and Articles of Association of SPAC; provided,
that references herein to the SPAC Organizational Documents for periods after the Merger Effective Time includes the Surviving Company
Memorandum and Articles of Association.
“SPAC
Class A Shares” means the Class A ordinary shares, par value $0.0001 per share, of SPAC.
“SPAC
Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of SPAC.
“SPAC
Confidential Information” means all confidential or proprietary documents and information concerning SPAC or any of its
Representatives; provided, however, that SPAC Confidential Information shall not include any information which, (i) at
the time of disclosure by the Company, the Company Representative Merger Sub or any of their respective Representatives, is generally
available publicly and was not disclosed in breach of this Agreement or (ii) at the time of the disclosure by SPAC or its Representatives
to by the Company, the Company Representative Merger Sub or any of their respective Representatives, was previously known by such receiving
party, other than from SPAC or its Representatives, without violation of Law or any confidentiality obligation by the Person receiving
such SPAC Confidential Information. For the avoidance of doubt, from and after the Closing, SPAC Confidential Information will include
the confidential or proprietary information of the Company.
“SPAC
Preference Shares” means preference shares with a par value of $0.0001 per share, with such designations, voting and other
rights and preferences as may be determined from time to time by SPAC’s board of directors.
“SPAC
Private Right” means one right that was included as part of each SPAC Private Unit entitling the holder thereof to receive
one-tenth (1/10th) of a SPAC Class A Share upon the consummation by SPAC of an initial Business Combination.
“SPAC
Private Share” means one SPAC Class A Share included as part of a SPAC Private Unit.
“SPAC
Private Units” means the units issued in a private placement at the time of the consummation of the IPO, consisting of
(i) one SPAC Class A Share, (ii) one-half of one SPAC Private Warrant and (iii) one SPAC Private Right.
“SPAC
Private Warrants” means the warrants issued in a private placement at the time of the consummation of the IPO, entitling
the holder thereof to purchase one SPAC Class A Share per whole warrant at a purchase price of $11.50 per share.
“SPAC
Public Right” means one right that was included as part of each SPAC Public Unit entitling the holder thereof to receive
one-tenth (1/10th) of a SPAC Class A Share upon the consummation by SPAC of an initial Business Combination.
“SPAC
Public Units” means the units issued in the IPO (including over-allotment units acquired by SPAC’s underwriter) consisting
of (i) one SPAC Class A Share, (ii) one-half of one SPAC Public Warrant and (iii) one SPAC Public Right.
“SPAC
Public Warrants” means the warrants that were included as part of each SPAC Unit, entitling the holder thereof to purchase
one SPAC Class A Share per whole warrant at a purchase price of $11.50 per share.
“SPAC
Rights” means the SPAC Private Rights and SPAC Public Rights, collectively.
“SPAC
Shares” means, collectively, the SPAC Class A Shares (including SPAC Private Shares) and the SPAC Class B Shares.
“SPAC
Securities” means the SPAC Units, the SPAC Rights, the SPAC Shares, the SPAC Preference Shares and the SPAC Warrants, as
appropriate.
“SPAC
Transaction Expenses” means all fees and expenses of SPAC (and not otherwise expressly allocated to the Company or Merger
Sub pursuant to the terms of this Agreement or any Ancillary Document) incurred or payable as of the Closing Date in connection with
the negotiation, preparation or execution of this Agreement or any Ancillary Document, the performance of their covenants or agreements
in this Agreement or any Ancillary Document or the consummation of the transactions contemplated hereby or thereby, along with any and
all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO payable upon consummation
of a Business Combination, including (a) the fees and expenses of outside legal counsel, accountants, advisors, brokers, investment bankers,
consultants, financial printer, proxy solicitor, or other agents or service providers of SPAC, travel and entertainment incurred by SPAC,
and (b) any other fees, expenses, commissions or other amounts that are expressly allocated to SPAC pursuant to this Agreement or any
Ancillary Document.
“SPAC
Units” means the SPAC Private Units and SPAC Public Units, collectively.
“SPAC
Warrants” means the SPAC Private Warrants and SPAC Public Warrants, collectively.
“Sponsor”
means Keyarch Global Sponsor Limited, a Cayman Islands exempted company.
“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation,
a majority of the total voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more
of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a
majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly,
by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons will be deemed
to have a majority ownership interest in a partnership, association or other business entity if such Person or Persons will be allocated
a majority of partnership, association or other business entity gains or losses or will be or control the managing director, managing
member, general partner or other managing Person of such partnership, association or other business entity. A Subsidiary of a Person
will also include any variable interest entity which is consolidated with such Person under applicable accounting rules. Notwithstanding
the forgoing, Merger Sub shall not be deemed to be a Subsidiary of the Company for purposes of this Agreement.
“TASE”
means the Tel Aviv Stock Exchange.
“Tax
Return” means any return, declaration, report, claim for refund, information return or other documents (including any related
or supporting schedules, statements or information) filed or required to be filed in connection with the determination, assessment or
collection of any Taxes or the administration of any Laws or administrative requirements relating to any Taxes.
“Taxes”
means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use, value-added,
ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, social security and
related contributions due in relation to the payment of compensation to employees, excise, severance, stamp, occupation, premium, property,
windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever,
together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (b) any Liability for payment
of amounts described in clause (a) whether as a result of being a member of an affiliated, consolidated, combined or unitary group for
any period or otherwise through operation of law and (c) any Liability for the payment of amounts described in clauses (a) or (b) as
a result of any tax sharing, tax group, tax indemnity or tax allocation agreement with, or any other express or implied agreement to
indemnify, any other Person.
“Trade
Secrets” means any trade secrets, confidential business information, customer lists and supplier lists. concepts, ideas,
designs, research or development information, processes, procedures, techniques, technical information, formulae, algorithms, specifications,
operating and maintenance manuals, engineering drawings, methods, know-how, data, mask works, discoveries, inventions (whether patentable
or not), modifications, extensions, improvements, and other proprietary rights (whether or not patentable or subject to copyright, trademark,
or trade secret protection).
“Trademarks”
means any trademarks, service marks, trade dress, trade names, brand names, internet domain names, designs, logos, or corporate names
(including, in each case, the goodwill associated therewith), whether registered or unregistered, and all registrations and applications
for registration and renewal thereof.
“Trading
Day” means any day on which Company Ordinary Shares are actually traded on Trading Market.
“Trading
Market” means from and after the Closing, at any particular time of determination, the principal United States securities
exchange or securities market on which the Company Ordinary Shares are then traded.
“Transaction
Financing” means any equity or debt financing of SPAC entered into between the date of this Agreement and the Closing,
including, without limitation, pursuant to any equity subscription agreement or any non-redemption agreements from existing stockholders
of SPAC which may include non-redemption agreements from existing shareholders of SPAC or other actions to minimize redemptions from
the Trust Account, provided that any such financing results in cash proceeds to SPAC at or prior to the Closing,.
“Trust
Account” means the trust account established by SPAC with the proceeds from the IPO pursuant to the Trust Agreement in
accordance with the IPO Prospectus.
“Trust
Agreement” means that certain Investment Management Trust Agreement, dated as of January 24, 2022, as it may be amended
(including to accommodate the Merger), by and between SPAC and the Trustee.
“Trustee”
means Continental Stock Transfer & Trust Company, in its capacity as trustee under the Trust Agreement.
“VWAP”
means, for any security as of any date(s), the dollar volume-weighted average price for such security on Nasdaq or other principal U.S.
securities exchange or U.S. securities market on which such security is then traded during the period beginning at 9:30:01 a.m., New
York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted
average) or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market
on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg
for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security
as reported by OTC Markets Group Inc. If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases,
the VWAP of such security on such date(s) shall be the fair market value as determined reasonably and in good faith by a majority of
the disinterested independent directors of the board of directors (or equivalent governing body) of the applicable issuer. All such determinations
shall be appropriately adjusted for any stock dividend, stock split, stock combination, recapitalization or other similar transaction
during such period.
“Warrant
Agent” means Continental Stock Transfer & Trust Company, as warrant agent under the Warrant Agreements.
“Warrant
Agreements” means the Private Warrant Agreement, dated as of January 24, 2022, by and between SPAC and the Warrant Agent,
and the Public Warrant Agreement, dated as of January 24, 2022, by and between SPAC and the Warrant Agent.
“WHT
Ruling” means a ruling confirming, among others, that the Company and anyone acting on its behalf shall be exempt from
withholding Tax obligations in relation to payments made under this Agreement including the issuance of Company Ordinary Shares and/or
Company Warrants to the SPAC holders (which ruling may be subject to customary conditions regularly associated with such a ruling).
11.2
Section References. The following capitalized terms, as used in this Agreement, have the respective meanings given to them in
the Section as set forth below adjacent to such terms:
Term |
|
Section |
1934 Act Registration Statement
|
|
5.13(a) |
5% Holder |
|
1.3(d) |
5% Holder Withholding Drop
Date |
|
1.3(d) |
5% Holder Tax Document |
|
1.3(d) |
AAA Procedures |
|
10.4 |
|
|
|
Accounts Receivable |
|
4.7(f) |
Acquisition Proposal |
|
5.8(a) |
Additional Period |
|
1.2(h)(ii) |
Agreement |
|
Preamble |
Alternative Transaction
|
|
5.8(a) |
Amended Company Equity
Plan |
|
5.18 |
Amended Organizational
Documents |
|
1.1(d) |
Antitrust Laws |
|
5.11(b) |
Applicable Securities Laws |
|
5.9 |
Assignment, Assumption
and Amendment to Warrant Agreement |
|
Recitals |
Audited Financial statements |
|
5.4(a) |
Business Combination |
|
9.1 |
Business License |
|
5.27 |
Cancelled Shares |
|
1.1(f)(v) |
Capital Investment Law |
|
4.14(o) |
Cayman Registrar |
|
1.1(b) |
CFO |
|
1.2(b)(i) |
Claim |
|
5.19(a) |
Closing |
|
1.1(a) |
Closing Date |
|
1.1(a) |
Closing Filing |
|
5.14(b) |
Closing Press Release |
|
5.14(b) |
Company |
|
Preamble |
Company Benefit Plan |
|
4.19(a) |
Company Disclosure Schedules |
|
Article IV |
Company Financials |
|
4.7(a) |
Company General Meeting |
|
5.15(a) |
Company General Meeting
Notice |
|
5.15(a) |
Company Government Grants |
|
4.13(g) |
Company Intellectual Property |
|
4.13(c) |
Company IP Licenses |
|
4.13(a) |
Company Material Contract
|
|
4.12(a) |
Company Ordinary Shares
|
|
Recitals |
Company Permits |
|
4.10 |
Company Personal Property
Leases |
|
4.16 |
Company’s Qualified
Group |
|
5.22(b)(ii) |
Company Real Property Leases
|
|
4.15 |
Company Registered IP |
|
4.13(a) |
Company Representative
|
|
Preamble |
Company Representative
Documents |
|
10.17(a) |
Company Shareholder Approval
Matters |
|
5(a) |
Term |
|
Section |
Company Warrant Assumption
|
|
Recitals |
Company’s Qualified
Group |
|
5.20(b)(ii) |
Continuing Warrants |
|
Recitals |
Conversion Ratio |
|
1.1(h)(i)(A) |
|
|
|
D&O Indemnified Parties
|
|
5.19(a) |
Dispute |
|
10.4 |
Earnout Period |
|
1.2(a) |
Earnout Rights |
|
1.2(a) |
Earnout Shares |
|
1.2(a) |
Earnout Statement |
|
1.2(b)(ii) |
Earnout Ruling |
|
1.2(h)(i) |
EGS |
|
10.3 |
Employment Agreements |
|
5.26 |
Enforceability Exceptions
|
|
2.2 |
Environmental Permits |
|
4.20(a) |
Exchange Agent |
|
1.6(a) |
Exercising Warrants |
|
Recitals |
Export Approvals |
|
4.22(d) |
Extension |
|
5.3(a) |
Extension Expenses |
|
5.3(b)(iv) |
Extraordinary General Meeting
|
|
5.13(a) |
Financing Agreements |
|
5.24 |
First Level Contingent
Share Consideration |
|
1.2(a)(i) |
First Earnout Milestone |
|
1.2(a)(i) |
First Revenue Earnout Milestone |
|
1.2(a)(i) |
Founder Shares |
|
Recitals |
Gross Revenue |
|
1.2(a)(i) |
GGS |
|
10.3 |
Intended Tax Treatment
|
|
Recitals |
Interim Balance Sheet Date |
|
4.7(a) |
Interim Options |
|
5.2(b)(ii) |
Interim Period |
|
5.1(a) |
Interim Period Indebtedness |
|
5.2(b)(iv) |
ISA |
|
5.9 |
Israeli Prospectus |
|
5.15(a) |
Israeli VAT Law |
|
4.14(m) |
Joinder |
|
5.31 |
Locked-Up Company Shareholders
|
|
Recitals |
Lock-Up Agreement |
|
Recitals |
Losses |
|
10.16(c) |
Lost Certificate Affidavit
|
|
1.6(c) |
Lowenstein |
|
10.3 |
Merger |
|
Recitals |
Merger Consideration |
|
Recitals |
Merger Documents |
|
1.1(b) |
Merger Effective Time |
|
1.1(b) |
Merger Sub |
|
Preamble |
Non-Competition Agreement |
|
Recitals |
Term |
|
Section |
OFAC |
|
2.17(c) |
Off-the-Shelf Software |
|
4.13(a) |
Outbound IP License |
|
4.13(c) |
Outside Date |
|
8.1(b) |
Outstanding Company Warrants
|
|
Recitals |
Party/Parties |
|
Preamble |
Paying Agent |
|
1.2(h)(ii) |
Pre-Closing Company Shareholders |
|
1.2(a) |
Price Earnout Milestone |
|
1.2(a)(iii) |
Price Earnout Statement |
|
1.2(b)(i) |
Post-Closing Board |
|
5.17(a) |
Prohibited Party Lists |
|
4.22(c) |
Proxy Statement |
|
5.13(a) |
Public Certifications |
|
2.6(a) |
Public Shareholders |
|
9.1 |
Recapitalization |
|
1.1(h)(i) |
Redemption |
|
5.13(a) |
Registration Rights Agreement
|
|
Recitals |
Registration Statement
|
|
5.13(a) |
Released Claims |
|
9.1 |
Required Company Shareholder
Approval |
|
5(a) |
Resolution Period |
|
10.4 |
Revenue Earnout Milestone |
|
1.2(a)(iii) |
Revenue Earnout Statement |
|
1.2(b)(ii) |
Reviewed Interim Financial
Statements |
|
5.4(a) |
Sanctioned Countries |
|
4.22(c) |
SEC Reports |
|
2.6(a) |
SEC SPAC Accounting Changes
|
|
2.6(a) |
Second Earnout Milestone |
|
1.2(a)(ii) |
Second Revenue Earnout
Milestone |
|
1.2(a)(ii) |
Second Level Contingent
Share Consideration |
|
1.2(a)(ii) |
Section 14 Arrangement |
|
4.18(c) |
Shibolet |
|
10.3 |
Signing Filing |
|
5.14(b) |
Signing Press Release |
|
5.14(b) |
SPAC |
|
Preamble |
SPAC Declaration |
|
1.3(f) |
SPAC Disclosure Schedules
|
|
Article II |
SPAC Financials |
|
2.6(c) |
SPAC Material Contract
|
|
2.13(a) |
SPAC Recommendation |
|
2.2 |
SPAC Registration Rights
Agreement Amendment |
|
Recitals |
SPAC Representative |
|
Preamble |
SPAC Representative Documents
|
|
10.16(a) |
Term |
|
Section |
SPAC Shareholder
Approval Matters |
|
5.13(a) |
SPAC Shares Merger Consideration
|
|
Recitals |
Specified Courts |
|
10.5 |
Sponsor |
|
Recitals |
Sponsor Letter Agreement
|
|
Recitals |
Sponsor Support Agreement |
|
Recitals |
Target Voting Agreement
|
|
Recitals |
Surviving Company |
|
1.1(a) |
Surviving Company Memorandum
and Articles of Association |
|
Recitals |
Target Voting Agreement
|
|
Recitals |
Tax Declaration |
|
1.3(d) |
Tier I Share Price Target |
|
1.2(a)(i) |
Tier II Share Price Target |
|
1.2(a)(ii) |
Tier III Share Price Target |
|
1.2(a)(iii) |
Third Earnout Milestone |
|
1.2(a)(iii) |
Third Revenue Earnout Milestone |
|
1.2(a)(iii) |
Third Level Contingent
Share Consideration |
|
1.2(a)(iii) |
Top Customers |
|
4.28 |
Top Suppliers |
|
4.28 |
Transactions |
|
Recitals |
Transaction Financing |
|
5.24 |
VAT |
|
4.14(m) |
Valid Certificate |
|
1.3(b) |
Withholding Amount |
|
1.3(g)(ii) |
Withholding Drop Date |
|
1.3(g)(i) |
Withholding Party |
|
1.3(a) |
{REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
IN
WITNESS WHEREOF, each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as
of the date first written above.
|
SPAC: |
|
|
|
|
|
KEYARCH ACQUISITION CORPORATION |
|
|
|
|
|
By: |
/s/
Dr. Kai Xiong |
|
|
Name: |
Dr. Kai Xiong |
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
The SPAC Representative: |
|
|
|
|
|
KEYARCH GLOBAL SPONSOR LIMITED,
solely in the capacity as the SPAC Representative hereunder |
|
|
|
|
|
By: |
/s/
Dr. Kai Xiong |
|
|
Name: |
Dr. Kai Xiong |
|
|
Title: |
Authorized Signatory |
|
|
|
|
|
Merger Sub: |
|
|
|
|
|
ZOOZ POWER CAYMAN |
|
|
|
|
|
By: |
/s/
Avi Cohen |
|
|
Name: |
Avi Cohen |
|
|
Title: |
Executive Chairman |
[Signature Page to Business Combination Agreement]
|
The Company: |
|
|
|
|
|
ZOOZ POWER LTD. |
|
|
|
|
|
By: |
/s/
Avi Cohen |
|
|
Name: |
Avi Cohen |
|
|
Title: |
Executive Chairman |
[Signature Page to Business Combination Agreement]
108
Exhibit 10.1
FORM
OF LOCK-UP AGREEMENT
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.
WHEREAS,
on or about the date hereof, (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (together with its successors, “SPAC”),
(ii) the Company, (iii) Zooz Power Cayman, a Cayman Islands exempted company and a direct wholly-owned subsidiary of the Company (“Merger
Sub”),and (iv) the SPAC Representative, entered into that certain Business Combination Agreement
(as may be amended, supplemented and/or restated from time to time in accordance with the terms thereof, the “Business Combination
Agreement”), pursuant to which, subject to the terms and conditions thereof, among other matters, immediately following
the consummation of the Recapitalization, Merger Sub shall, at the Merger Effective Time, be merged with and into SPAC, with SPAC continuing
as the surviving entity in connection therewith (the “Merger”), and as a result of which, (i) SPAC shall become
a wholly-owned subsidiary of the Company (ii) each issued and outstanding ordinary share of SPAC immediately prior to the Merger Effective
Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive the
SPAC Shares Merger Consideration, (iii) the Company shall, under certain circumstances, issue to Holder Earnout Shares following the Closing
upon and subject to the achievement of Earnout Milestone(s) in accordance with the terms set forth in the Business Combination Agreement
(which shall be issued concurrently with the release of the pro-rata portion of the Remaining Sponsor Shares from escrow pursuant to the
terms of the Escrow Agreement), and (iv) the Company’s Ordinary Shares and the Company Public Warrants shall be listed for trading
on the NASDAQ under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the
“Exchange Act”), all upon the terms and subject to the conditions set forth in the Business Combination Agreement
and in accordance with the provisions of applicable law;
WHEREAS,
as of the date hereof, Holder is a holder of the equity securities of the Company in such amounts and classes or series as set forth underneath
Holder’s name on the signature page hereto; and
WHEREAS, pursuant to
the Business Combination Agreement, and in view of the valuable consideration or benefits to be received by Holder by virtue thereof or
thereunder, the parties desire to enter into this Agreement, pursuant to which the Company Ordinary Shares received by Holder in connection
with the Recapitalization (or converted into as a result of the Merger) (all such securities, together with any securities paid as dividends
or distributions in kind with respect to such securities or into which such securities are exchanged or converted, the “Restricted
Securities”), shall become subject to limitations on disposition as set forth herein, subject to the Closing.
NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally
bound hereby, the parties hereby agree as follows:
1. Lock-Up
Provisions.
(a) Holder
hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the
earlier of (x) 180 days after the date of the Closing and (y) the date after the Closing on which the Company consummates a liquidation,
merger, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the
right to exchange their Company Ordinary Shares for cash, securities or other property: (i) lend, offer, pledge, hypothecate,
encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, establish or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise transfer or dispose of,
directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or
in part, any of the economic consequences of ownership of the Restricted Securities, whether any such transaction is to be settled by
delivery of such Restricted Securities, in cash or otherwise, or (iii) publicly announce or disclose the intention to do any of the foregoing,
whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other
securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”).
The foregoing restrictions detailed in sub-sections (i), (ii) and (iii) above shall not apply to the transfer of any or all of the Restricted
Securities owned by Holder (I) by gift, will, other testamentary document or intestate succession to the legal representative, heir, beneficiary
or a member of the immediate family of the of Holder, (II) to any Permitted Transferee (as defined below), (III) pursuant to a court order
or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union or pursuant
to a domestic relations order, (IV) to the Company in accordance with the requirements of the Business Combination Agreement or otherwise
to any third party in accordance with the requirements of the Business Combination Agreement and with the Company’s consent, (V)
required by virtue of the laws of the State of Israel, by the ISA and/or by the TASE, (VI) to the Company pursuant to the repurchase provisions
of existing employment agreements and equity grant documents, or (VII) to the Company in satisfaction of any tax withholding obligation;
provided, however, that in any of the cases of clauses (I), (II) or (III) it shall be a condition to such transfer that the transferee
executes and delivers to the Company and the SPAC Representative an agreement stating that the transferee is receiving and holding the
Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such
Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee”
shall mean: (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean
with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse,
and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and
siblings), (B) any trust or charitable organization for the direct or indirect benefit of Holder or the immediate family of Holder, (C)
if Holder is a trust, the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is an entity,
as a distribution to (i) the Holder’s officers or directors, any affiliates or family members of any of the Holder’s officers
or directors, or (ii) limited partners, shareholders, members of, or owners of similar equity interests in Holder or, (E) to any affiliate
of Holder or to any investment fund or other entity controlled by the Holder. Holder further agrees to execute such agreements as
may be reasonably requested by the Company that are consistent with the foregoing or that are necessary to give further effect thereto.
(b) In
addition, this lock-up agreement shall not restrict the delivery of Ordinary Shares to the Holder upon vesting and settlement of restricted
share units or exercise of options outstanding on the date hereof in accordance with their terms provided, that the restrictions of this
agreement shall apply to any Restricted Securities issued upon such conversion or exercise. Moreover, no provision in this Agreement shall
be deemed to restrict or prohibit (i) the transfer of the Holder’s Restricted Securities to the Company in connection with the termination
of the Holder’s services to the Company; and (ii) the transfer of Restricted Securities upon the completion of a bona fide third-party
tender offer, merger, consolidation or other similar transaction made to all holders of the Company’s securities involving a “change
of control” (as defined below) of the Company; provided that in the event that the tender offer, merger, consolidation or other
such transaction is not completed, the Restricted Securities owned by the Holder shall remain subject to the restrictions contained in
this lock-up agreement. For purposes of this clause, “change of control” means the consummation of any bona fide third party
tender offer, merger, consolidation or other similar transaction the result of which is that, in one transaction or a series of related
transactions, any “person” (as defined in Section 13(d)(3) of the Exchange Act), or group of persons, other than the Company,
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act) of more than 50% of (i) total voting power of the
voting shares of the Company, (ii) of the “means of control” (as defined in the Israeli Securities Law, 1968; with the regulations
promulgated thereunder, the “Israeli Securities Law”) of the Company or (iii) has the right to determine the
operations of the Company.
(c) Furthermore,
the Holder may sell Ordinary Shares purchased by the Holder on the open market following the Closing if and only if (i) such sales are
not required to be reported in any public report or filing with the Securities and Exchange Commission (other than a Form 144 in relation
to such a sale otherwise permitted hereunder), or under Israeli Securities Law, and (ii) neither the Holder nor any purchaser of the Ordinary
Shares otherwise voluntarily effects any public filing or report or other public notice regarding such sales.
(d) Nothing
contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby
shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or
thereto or a successor or permitted assign of such a party.
(e) If
any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be
null and void ab initio, and the Company shall be authorized to refuse to recognize any such purported transferee of the Restricted
Securities as one of its equity holders for any purpose. In order to enforce this Section 1, the Company may impose
stop-transfer instructions or other appropriate measures with respect to the Restricted Securities of Holder (and Permitted Transferees
and assigns thereof) until the end of the Lock-Up Period.
(f) During
the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped, notated or otherwise imprinted with a legend
in substantially the following form, in addition to any other applicable legends:
“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF JULY 30, 2023 (AS
THE SAME MAY BE AMENDED, SUPPLEMENTED AND OR RESTATED FROM TIME TO TIME, THE “LOCK-UP AGREEMENT”), BY AND AMONG THE ISSUER
OF SUCH SECURITIES (THE “ISSUER”), THE ISSUER’S SECURITY HOLDER NAMED THEREIN (THE “HOLDER”), AND THE OTHER
PARTY NAMED THEREIN. A COPY OF THE LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER UPON WRITTEN REQUEST.”
(g) For
the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of the Company with respect to the Restricted Securities
during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the obligations under the Business Combination
Agreement (to the extent applicable to Holder).
(h) Nothing
in this lock-up agreement shall prevent the establishment by the Holder of any contract, instruction or plan (a “Plan”)
that satisfies all of the requirements of Rule 10b5- 1(c)(1)(i)(B) under the Exchange Act; provided, however, that it shall be a condition
to the establishment of any such Plan that no sales of the securities subject to such Plan shall me made prior to the expiration of the
Lock-Up Period; and provided, further, that such a Plan may only be established if no public announcement of the establishment or the
existence thereof, and no filing with the SEC or any other regulatory authority shall be required or shall be made voluntarily by the
Holder, the Company or any other person, prior to the expiration of the Lock-Up Period.
2. Miscellaneous.
(a) Binding
Effect; Termination of Business Combination Agreement. This Agreement shall be binding upon Holder upon Holder’s execution
and delivery of this Agreement, but this Agreement shall only become effective upon the Closing without the need for any further action
of any kind, by the undersigned, the Company, SPAC Representative and/or any other party whatsoever. Notwithstanding anything to
the contrary contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to
the Closing, this Agreement shall automatically terminate (other than the provisions thereof which survive termination) and become null
and void, and the parties shall not have any rights or obligations hereunder.
(b) Assignment.
This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. This Agreement and all obligations of Holder are personal to Holder and may not be transferred
or delegated by Holder at any time, except as expressly permitted under Section 1 above. The Company may freely assign any or all
of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset
sale or otherwise) without obtaining the consent or approval of Holder (but, from and after the Closing, the consent of the SPAC Representative
shall be required). If the SPAC Representative is replaced in accordance with the terms of the Business Combination Agreement, the
replacement SPAC Representative shall automatically become a party to this Agreement as if it were the original SPAC Representative hereunder.
(c) Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not
a party hereto or thereto or a successor or permitted assign of such a party.
(d) Governing
Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed
by and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions
arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York,
New York (or in any appellate courts thereof) (the “Specified Courts”). Each party hereto hereby (i) submits
to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action,
any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from
attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement
or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any
Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating
to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process
to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect
the right of any party to serve legal process in any other manner permitted by applicable law.
(e) WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
2(e).
(f) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii)
“including” (and with correlative meaning “include”) means including without limiting the generality of any description
preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii)
the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each
case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term
“or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.
(g) Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when
delivered (i) in person, (ii) by facsimile (if a facsimile number is given), email or other electronic means, with affirmative confirmation
of receipt, (iii) two (2) Business Days after being sent, if sent by reputable, internationally recognized overnight courier service that
provides evidence of delivery or attempted delivery or (iv) five (5) Business Days after being mailed, if sent by registered or certified
mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address
for a party as shall be specified by like notice):
If to the SPAC Representative, to:
Keyarch Global Sponsor Limited
275 Madison Avenue, 39th Floor
New York, New York 10016
Attn: Kai Xiong
Email: |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105, USA
Attn: Stuart Neuhauser, Esq.
Matthew A. Gray, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
Email: |
If to the SPAC after the Closing, to:
Keyarch Acquisition Corporation
275 Madison Avenue, 39th Floor
New York, New York 10016
Attn: Kai Xiong
Email:
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with copies (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
Matthew A. Gray, Esq.
Facsimile No.: (212) 370-7889
Telephone No.: (212) 370-1300
Email:
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If to the Company:
Zooz Power Limited
Attn: Ruth Smadja
Facsimile No.:
Telephone No.:
Email: |
with a copy (which will not constitute notice) to:
Shibolet & Co.
4 Yitzhak Sadeh St. Tel Aviv 6777504
Attn: Ofer Ben-Yehuda
Telephone No.:
Email: |
If to Holder, to: the address set forth below Holder’s
name on the signature page to this Agreement.
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(h) Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company, the SPAC
Representative and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof.
No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be
or construed as a further or continuing waiver of any such term, condition, or provision.
(i) Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term
or other provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable
provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of
such invalid, illegal or unenforceable provision.
(j) Specific
Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event
of a breach of this Agreement by Holder, money damages will be inadequate and the Company (and the SPAC Representative on behalf of SPAC)
will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement
were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, each of Company and
SPAC Representative shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce
specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages
would be inadequate, this being in addition to any other right or remedy to which such party may be entitled under this Agreement, at
law or in equity.
(k) Entire
Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the
subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly
canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties
under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall
limit any of the rights or remedies of the Company and the SPAC Representative or any of the obligations of Holder under any other agreement
between Holder and the Company or the SPAC Representative or any certificate or instrument executed by Holder in favor of the Company
or the SPAC Representative, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of
the Company or the SPAC Representative or any of the obligations of Holder under this Agreement.
(l) Further
Assurances. From time to time, at another party’s request and without further consideration (but at the requesting party’s
reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be
reasonably necessary to consummate the transactions contemplated by this Agreement.
(m) Counterparts;
Electronic Delivery. This Agreement may also be executed and delivered by facsimile signature, electronic means including DocuSign,
scanned pages or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.
[Remainder of Page
Intentionally Left Blank; Signature Pages Follow.]
IN
WITNESS WHEREOF, the parties have executed this Lock-Up Agreement as of the date first written above.
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The Company: |
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ZOOZ POWER LIMITED |
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By: |
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Name: |
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Title: |
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The SPAC Representative: |
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Keyarch Global Sponsor Limited, |
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solely in the capacity under the Business Combination Agreement as SPAC Representative |
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By: |
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Name: |
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Title: |
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[Signature Pages
to Lock-Up Agreement]
IN WITNESS WHEREOF,
the parties have executed this Lock-Up Agreement as of the date first written above.
Holder:
Name of Holder: [__________________________]
Number and Type of Company Ordinary Shares and Other Company Securities: |
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Company Ordinary Shares: |
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Other Company Securities: |
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Address for Notices:
Exhibit 10.2
FORM OF NON-COMPETITION AND
NON-SOLICITATION AGREEMENT
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).
WHEREAS, on the date
hereof, (i) the Company, (ii) Zooz Power Cayman, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger
Sub”) (iii) Keyarch Acquisition Corporation, a Delaware corporation (“SPAC”); and (iv)
Keyarch Global Sponsor Limited in the capacity as the SPAC Representative thereunder (the “SPAC Representative”);
are parties to that certain Business Combination Agreement, dated as of July 30, 2023 (as it may be amended from time to time in accordance
with the terms thereof, the “Business Combination Agreement”), pursuant to which the parties thereto intend
to effect the merger of Merger Sub with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the
Company (the “Merger”);
WHEREAS, as of the
Closing Date, the Company is engaged in developing, manufacturing and marketing of Energy Storage Solutions, supporting Electrical Vehicles
(EV) charging infrastructure (the “Business”);
WHEREAS, in connection
with, and as a condition to the execution and delivery of the Business Combination Agreement and the consummation of the Merger and the
other transactions contemplated thereby (collectively, the “Transactions”), and to enable the Company and SPAC
to secure more fully the benefits of the Transactions, including the protection and maintenance of the goodwill and confidential information
of the Company, the Company has required that the Subject Party enter into this Agreement;
WHEREAS, the Subject
Party is entering into this Agreement in order to induce SPAC and the Company to enter into the Business Combination Agreement and consummate
the Transactions, pursuant to which the Subject Party acknowledges and agrees (i) it will receive a substantial benefit in consideration
for, among other things, its agreement to enter into this Agreement, and, in particular, the undertakings and restrictions contained in
this Agreement, and (ii) such undertakings and restrictions are necessary to protect the investment in the Company’s trade secrets
and confidential and proprietary information, and the breach by Subject Party thereof will result in considerable damages to the Company,
SPAC and their Affiliates; and
WHEREAS, the Subject
Party, as an executive officer of the Company, (i) has contributed to the value of the Company and has obtained extensive and valuable
knowledge and confidential information concerning the business of the Company, and (ii) has also developed significant goodwill and know-how
that is now a significant part of the value of the Business;
NOW, THEREFORE, in
order to induce SPAC and the Company to consummate the Transactions, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subject Party hereby agrees as follows:
1. Restriction on Competition.
(a) Restriction. The
Subject Party hereby agrees that during the period from the Closing until the one (1) year anniversary of the Closing Date (the “Termination
Date,” and such period from the Closing until the Termination Date, the “Restricted Period”),
the Subject Party will not, and will cause its Affiliates not to, without the prior written consent of the Company (which may be withheld
in its sole discretion), (i) anywhere in Israel, the continent of North America, the People’s Republic of China, including Macao,
Taiwan, and Hong Kong, the United Kingdom and the European Union. and (ii) in any other jurisdictions in which the Covered Parties are
engaged in the Business, or are actively contemplating to become engaged, as of the Closing Date or during the Restricted Period (clauses
(i) and (ii), collectively, the “Territory”), directly or indirectly engage in the Business (other than through
a Covered Party) or own, manage, finance, or control, or participate in the ownership, management, financing, or control of, or become
engaged or serve as an officer, director, member, partner, employee, agent, consultant, advisor, or representative of, a business or entity
(other than a Covered Party) that engages in the Business and develops or makes a product which is competitive with the Company’s
existing and proposed products and technology (a “Competitor”). Notwithstanding the foregoing, the Subject Party
and its Affiliates may (i) own passive investments of no more than two percent (2%) of any class of outstanding equity interests in a
Competitor that is publicly traded, so long as the Subject Party and its Affiliates and immediate family members are not involved in the
management or control of such Competitor, (ii) work for or advise a division, entity or subgroup of any entity that engages in the Business
so long as such division, entity or subgroup does not engage in the Business and, (iii) with respect to a Subject Party whose principal
occupation is as a professional service provider (e.g. as an attorney or accountant), providing such professional services (e.g. legal
or accounting services) to any Person or entity (“Permitted Activity”).
(b) Acknowledgment. The
Subject Party acknowledges and agrees, based upon the advice of legal counsel and/or the Subject Party’s own education, experience
and training, that (i) the Subject Party possesses knowledge of confidential information of the Company and its Subsidiaries and the Business,
(ii) the Subject Party’s execution of this Agreement is a material inducement to SPAC and the Company to enter into the Business
Combination Agreement and consummate the Transactions and to realize the goodwill of the Company and its Subsidiaries, for which the Subject
Party and/or its Affiliates will receive a substantial direct or indirect financial benefit, and that SPAC and the Company would not have
entered into the Business Combination Agreement or consummated the Transactions but for the Subject Party’s agreements set forth
in this Agreement, (iii) it would substantially impair the goodwill of the Company and materially reduce the value of the assets of the
Company and cause serious and irreparable injury if the Subject Party were to use its ability and knowledge by engaging in the Business
in competition with a Covered Party, and/or to otherwise breach the obligations contained herein and that the Covered Parties would not
have an adequate remedy at law because of the unique nature of the Business, (iv) the Subject Party and its Affiliates have no intention
of engaging in the Business (other than through the Covered Parties) during the Restricted Period other than through Permitted Activity,
(v) the relevant public policy aspects of restrictive covenants, covenants not to compete, and non-solicitation provisions have been discussed,
and every effort has been made to limit the restrictions placed upon the Subject Party to those that are reasonable and necessary to protect
the Covered Parties’ legitimate interests, (vi) the Covered Parties conduct and intend to conduct the Business everywhere in the
Territory and compete with other businesses that are or could be located in any part of the Territory, (vii) the foregoing restrictions
on competition are fair and reasonable in type of prohibited activity, geographic area covered, scope, and duration, (viii) the consideration
provided to the Subject Party under this Agreement and the Business Combination Agreement is not illusory, and (ix) such provisions do
not impose a greater restraint than is necessary to protect the goodwill or other business interests of the Covered Parties.
2. No Solicitation; No Disparagement.
(a) No Solicitation of Employees
and Consultants. The Subject Party agrees that, during the Restricted Period, the Subject Party will not, and will not permit its
controlled Affiliates to, without the prior written consent of the Company (which may be withheld in its sole discretion), either on its
own behalf or on behalf of any other Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s
duties on behalf of the Covered Parties), directly or indirectly: (i) hire or engage as an employee, independent contractor, consultant,
or otherwise any Covered Personnel (as defined below); (ii) solicit, induce, encourage, or otherwise knowingly cause (or attempt to do
any of the foregoing) any Covered Personnel to leave the service (whether as an employee, consultant, or independent contractor) of any
Covered Party; or (iii) in any way interfere with or attempt to interfere with the relationship between any Covered Personnel and any
Covered Party; provided, however, the Subject Party and its Affiliates will not be deemed to have violated this Section
2(a) if any Covered Personnel voluntarily and independently solicits an offer of employment from the Subject Party or any of its Affiliates
by responding to a general advertisement or solicitation program conducted by or on behalf of the Subject Party or any of its Affiliates
(or such other Person whom any of them is acting on behalf of) that is not targeted at such Covered Personnel or Covered Personnel generally,
so long as such Covered Personnel are not hired. For purposes of this Agreement, “Covered Personnel” shall mean
any Person who is or was an employee, consultant, or independent contractor of the Covered Parties, as of the date of the relevant act
by the Subject Party which act is subject to this Section 2(a) or during the one (1) year period preceding such date.
(b) Non-Solicitation of Customers
and Suppliers. The Subject Party agrees that, during the Restricted Period, the Subject Party and its controlled Affiliates will not,
without the prior written consent of the Company (which may be withheld in its sole discretion), individually or on behalf of any other
Person (other than, if applicable, a Covered Party in the performance of the Subject Party’s duties on behalf of the Covered Parties),
knowingly and for a purpose competitive with a Covered Party as it related to the Business: (i) solicit, induce, encourage, or otherwise
knowingly cause (or attempt to do any of the foregoing) any Covered Customer (as defined below) to (A) cease being, or not become, a client
or customer of any Covered Party with respect to the Business or (B) reduce the amount of business of such Covered Customer with any Covered
Party, or otherwise alter such business relationship in a manner adverse to any Covered Party, in either case, with respect to or relating
to the Business; (ii) interfere with or disrupt (or attempt to interfere with or disrupt) the contractual relationship between any Covered
Party and any Covered Customer; (iii) divert any business with any Covered Customer relating to the Business from a Covered Party; (iv)
solicit for business, provide services to, engage in or do business with, any Covered Customer for products or services that are part
of the Business; or (v) interfere with or disrupt (or attempt to interfere with or disrupt), any Person that was a vendor, supplier, distributor,
agent, or other service provider of a Covered Party at the time of such interference or disruption. For purposes of this Agreement, a
“Covered Customer” shall mean (x) any Person who is or was an actual customer or client (or prospective customer
or client with whom a Covered Party actively marketed or made or taken specific action to make a proposal) of a Covered Party, as of the
date of the relevant act by the Subject Party which act is subject to this Section 2(b) or during the one (1) year period preceding
such date.
(c) Mutual Non-Disparagement.
The Subject Party and the Covered Parties each agrees that from and after the Closing until the end of the Restricted Period, neither
will, and each will cause its respective Affiliates not to, directly or indirectly engage in any conduct that involves the making or publishing
(including through electronic mail distribution or online social media) of any written or oral statements or remarks (including the repetition
or distribution of derogatory rumors, allegations, negative reports, or comments) that are disparaging, deleterious, or damaging to the
integrity, reputation, or good will of the other or their respective management, officers, employees, independent contractors, or consultants.
Notwithstanding the foregoing, subject to Section 3 below, the provisions of this Section 2(c) shall not restrict the Subject
Party or the Covered Parties from providing truthful testimony or information in response to a subpoena or investigation by a Governmental
Authority or in connection with any legal action under this Agreement, the Business Combination Agreement, or any other Ancillary Document
that is asserted in good faith.
3. Confidentiality. From
and after the Closing Date, the Subject Party will, and will cause its Representatives (as defined in the Business Combination Agreement)
to, keep confidential and not (except, if applicable, in the performance of the Subject Party’s duties on behalf of the Covered
Parties) directly or indirectly use, disclose, reveal, publish, transfer, or provide access to, any and all Covered Party Information
without the prior written consent of the Company (which may be withheld in its sole discretion). As used in this Agreement, “Covered
Party Information” means all material and information relating to the Business, including material and information that
concerns or relates to such Covered Party’s bidding and proposal, technical, computer hardware or software, administrative, management,
operational, data processing, financial, marketing, sales, human resources, business development, planning, and/or other business activities,
regardless of whether such material and information is maintained in physical, electronic, or other form, that is: (A) gathered, compiled,
generated, produced, or maintained by such Covered Party through its Representatives, or provided to such Covered Party by its suppliers,
service providers, or customers; and (B) intended and maintained by such Covered Party or its Representatives, suppliers, service providers,
or customers to be kept in confidence. The obligations set forth in this Section 3 will not apply to any Covered Party Information
where the Subject Party can prove that such material or information: (i) is known or available through other lawful sources not bound
by a confidentiality agreement with, or other confidentiality obligation to, any Covered Party; (ii) is or becomes publicly known through
no violation of this Agreement or other non-disclosure obligation of the Subject Party or any of its Representatives; (iii) is already
in the possession of the Subject Party at the time of disclosure through lawful sources not bound by a confidentiality agreement or other
confidentiality obligation as evidenced by the Subject Party’s documents and records; or (iv) is required to be disclosed pursuant
to an order of any administrative body or court of competent jurisdiction (provided that (A) the applicable Covered Party is given
reasonable prior written notice, (B) the Subject Party cooperates (and causes its Representatives to cooperate) with any reasonable request
of any Covered Party to seek to prevent or narrow such disclosure and (C) if after compliance with clauses (A) and (B) such disclosure
is still required, the Subject Party and its Representatives only disclose such portion of the Covered Party Information that is expressly
required by such order, as it may be subsequently narrowed).
4. Representations and
Warranties. The Subject Party hereby represents and warrants, to and for the benefit of the Covered Parties as of the date of this
Agreement and as of the Closing Date, that: (a) the Subject Party has full power and capacity to execute and deliver, and to perform all
of the Subject Party’s obligations under, this Agreement; (b) neither the execution and delivery of this Agreement nor the performance
of the Subject Party’s obligations hereunder will result directly or indirectly in a violation or breach of any agreement or obligation
by which the Subject Party is a party or otherwise bound; and (c) the limitations of length of time, geography, and scope of activity
agreed to in this Agreement are reasonable because, among other things, the Company is engaged in a highly competitive industry, Subject
Party has unique access to, and will continue to have access to, the trade secrets and know-how of the Company in the Business and otherwise,
in the event Subject Party’s employment with the Company will end, it would be able to obtain suitable and satisfactory employment
without violation of this Agreement. By entering into this Agreement, the Subject Party certifies and acknowledges that the Subject Party
has carefully read all of the provisions of this Agreement, and that the Subject Party voluntarily and knowingly enters into this Agreement
and has had the opportunity to consult with counsel with respect to this Agreement.
5. Remedies. The covenants
and undertakings contained in this Agreement relate to matters which are of a special, unique, and extraordinary character and a violation
of any of the terms of this Agreement may cause irreparable injury, the amount of which may be impossible to estimate or determine and
which cannot be adequately compensated. In the event of any breach or threatened breach of any covenant or obligation contained in this
Agreement, the adversely affected party or parties will be entitled to seek the following remedies (in addition to, and not in lieu of,
any other remedy at law or in equity or pursuant to the Business Combination Agreement or the other Ancillary Documents that may be available,
including monetary damages), and a court of competent jurisdiction may award: (a) an injunction, restraining order, or other equitable
relief restraining or preventing such breach or threatened breach, without the necessity of posting bond or security, which each party
expressly waives; and (b) recovery of reasonable attorneys’ fees and costs incurred in enforcing the party’s rights under
this Agreement. The Subject Party hereby acknowledges and agrees that in the event of any breach of this Agreement, any value attributed
or allocated to this Agreement (or any other non-competition agreement with the Subject Party) under or in connection with the Business
Combination Agreement shall not be considered a measure of, or a limit on, the damages of the Covered Parties.
6. Survival of Obligations.
The expiration of the Restricted Period will not relieve the Subject Party of any obligation or liability arising from any breach
by the Subject Party of this Agreement during the Restricted Period. The Subject Party further agrees that the time periods during which
the covenants contained in this Agreement will be effective will be computed by excluding from such computation any time during which
the Subject Party is in violation of any provision of such Sections.
7. Miscellaneous.
(a) Notices. All notices,
consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in
person, by facsimile (if a facsimile number is given) email or other electronic means, with affirmative confirmation of receipt, two (2)
Business Days after being sent, if sent by reputable, internationally recognized overnight courier service that provides evidence of delivery
or attempted delivery or four (4) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt
requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified
by like notice):
If to the Company: |
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with a copy (which will not constitute notice) to: |
Zooz Power Ltd. |
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Shibolet Law Firm |
13 Hamelacha St., Lod 7152025 |
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4 Yitzhak Sadeh St. Tel Aviv 6777504 |
Attn: |
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Attn: Ofer Ben-Yehuda |
Facsimile No.: |
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Telephone No.: |
Telephone No.: |
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Email: |
Email: |
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If to the Subject Party, to: the
address set forth below the Subject Party’s name on the signature page to this Agreement
(b) Integration and Non-Exclusivity.
This Agreement, the Business Combination Agreement, and the other Ancillary Documents contain the entire agreement between the Subject
Party and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of the Covered
Parties under this Agreement are not exclusive of or limited by any other rights or remedies which they may have, whether at law, in
equity, by contract or otherwise, all of which will be cumulative (and not alternative). Without limiting the generality of the foregoing,
the rights, remedies, obligations, and liabilities of the parties under this Agreement are in addition to their respective rights, remedies,
obligations, and liabilities (i) under the laws of unfair competition, misappropriation of trade secrets, or other requirements of statutory
or common law, or any applicable rules and regulations and (ii) otherwise conferred by contract, including the Business Combination Agreement
and any other written agreement between the Subject Party or its Affiliates and any of the Covered Parties. Nothing in the Business Combination
Agreement will limit any of the obligations, liabilities, rights, or remedies of the Subject Party or the Covered Parties under this
Agreement, nor will any breach of the Business Combination Agreement or any other agreement between the Subject Party or its Affiliates
and any of the Covered Parties limit or otherwise affect any right or remedy under this Agreement. If any covenant set forth in any other
agreement between the Subject Party or its Affiliates and any of the Covered Parties conflicts or is inconsistent with the terms and
conditions of this Agreement, the more restrictive terms will control as to the Subject Party or its Affiliate, as applicable.
(c) Severability; Reformation.
Each provision of this Agreement is separable from every other provision of this Agreement. If any provision of this Agreement is found
or held to be invalid, illegal, or unenforceable, in whole or in part, by a court of competent jurisdiction, then (i) such provision will
be deemed amended to conform to applicable laws so as to be valid, legal, and enforceable to the fullest possible extent, (ii) the invalidity,
illegality, or unenforceability of such provision will not affect the validity, legality, or enforceability of such provision under any
other circumstances or in any other jurisdiction, and (iii) the invalidity, illegality, or unenforceability of such provision will not
affect the validity, legality, or enforceability of the remainder of such provision or the validity, legality, or enforceability of any
other provision of this Agreement. The Subject Party and the Covered Parties will substitute for any invalid, illegal, or unenforceable
provision a suitable and equitable provision that carries out, so far as may be valid, legal, and enforceable, the intent and purpose
of such invalid, illegal, or unenforceable provision. Without limiting the foregoing, if any court of competent jurisdiction determines
that any part hereof is unenforceable because of the duration, geographic area covered, scope of such provision, or otherwise, such court
will have the power to reduce the duration, geographic area covered, or scope of such provision, as the case may be, and, in its reduced
form, such provision will then be enforceable. The Subject Party will, at a Covered Party’s request, join such Covered Party in
requesting that such court take such action.
(d) Amendment; Waiver.
This Agreement may not be amended or modified in any respect, except by a written agreement executed by (i) the Subject Party, (ii) the
Company, acting with the approval of a majority of the disinterested independent directors of the Company’s board of directors (or
their respective permitted successors or assigns), and (iii) prior to Closing, Keyarch. No waiver will be effective unless it is expressly
set forth in a written instrument executed by the waiving party (and if such waiving party is a Covered Party, by a majority of the disinterested
independent directors of the Company’s board of directors) and any such waiver will have no effect except in the specific instance
in which it is given. Any delay or omission by a party in exercising its rights under this Agreement, or failure to insist upon strict
compliance with any term, covenant, or condition of this Agreement will not be deemed a waiver of such term, covenant, condition, or right,
nor will any waiver or relinquishment of any right or power under this Agreement at any time or times be deemed a waiver or relinquishment
of such right or power at any other time or times.
(e) Dispute Resolution.
Any dispute, difference, controversy, or claim arising in connection with or related or incidental to, or question occurring under, this
Agreement or the subject matter hereof (other than applications for a temporary restraining order, preliminary injunction, permanent injunction
or other equitable relief or application for enforcement of a resolution under this Section 7(e)) (a “Dispute”)
shall be governed by this Section 7(e). A party must, in the first instance, provide written notice of any Disputes to the other
parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject to the Dispute. Any
Dispute that is not resolved within fifteen business days (the “Resolution Period”) after the delivery of such
notice may immediately be referred to and finally resolved by arbitration pursuant to the then-existing Expedited Procedures of the Commercial
Arbitration Rules (the “AAA Procedures”) of the American Arbitration Association (the “AAA”).
Any party involved in such Dispute may submit the Dispute to the AAA to commence the proceedings after the Resolution Period. To the extent
that the AAA Procedures and this Agreement are in conflict, the terms of this Agreement shall control. The arbitration shall be conducted
by one arbitrator nominated by the AAA promptly (but in any event within five (5) Business Days) after the submission of the Dispute to
the AAA and reasonably acceptable to each party subject to the Dispute, which arbitrator shall be a commercial lawyer with substantial
experience arbitrating disputes under acquisition agreements. The arbitrator shall accept his or her appointment and begin the arbitration
process promptly (but in any event within five (5) Business Days) after his or her nomination and acceptance by the parties subject to
the Dispute. The proceedings shall be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive
law of the State of New York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator
within twenty (20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party
to do, or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform
its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and,
for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of the proposals.
The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s reason(s) for selecting
one or the other proposal. The seat of arbitration shall be in the borough of Manhattan, New York, New York. The language of the arbitration
shall be English.
(f) Governing Law; Jurisdiction.
This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the
conflict of laws principles thereof. Subject to Section 7(e), all Actions arising out of or relating to this Agreement shall be
heard and determined exclusively in any state or federal court located in the Southern District of New York, New York (or in any appellate
courts thereof) (the “Specified Courts”). Subject to Section 7(e), each party hereto hereby (a) submits
to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought
by any party hereto, (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any
claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or
the transactions contemplated hereby may not be enforced in or by any Specified Court and (c) waives any bond, surety or other security
that might be required of any other party with respect thereto. Each party agrees that a final judgment in any Action shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law or in equity. Each party irrevocably
consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions
contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at
the applicable address set forth in Section 7(a). Nothing in this Section 7(f) shall affect the right of any party to serve
legal process in any other manner permitted by Law.
(g) WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH
RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
7(g). ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 7(g) WITH ANY COURT AS WRITTEN EVIDENCE OF
THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.
(h) Successors and Assigns;
Third Party Beneficiaries. This Agreement will be binding upon, and will inure to the benefit of the parties, and their respective
successors and assigns. No Covered Party may assign any or all of its rights under this Agreement, at any time, in whole or in part, to
any Person without first obtaining the consent or approval of the Subject Party (which consent shall not be unreasonably withheld, conditioned
or delayed). The Subject Party agrees that the obligations of the Subject Party under this Agreement are specific to each of them and
will not be assigned by the Subject Party. The parties hereto hereby agree that SPAC is an intended third party beneficiary of this Agreement
and may enforce the provisions hereof as though it were a party hereto.
(i) Construction. The
Subject Party acknowledges that the Subject Party has been represented by counsel, or had the opportunity to be represented by counsel
of the Subject Party’s choice. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party
will not be applied in the construction or interpretation of this Agreement. Neither the drafting history nor the negotiating history
of this Agreement will be used or referred to in connection with the construction or interpretation of this Agreement. The headings and
subheadings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. In this Agreement: (i) the words “include,” “includes” and “including” when used
herein shall be deemed in each case to be followed by the words “without limitation”; (ii) the definitions contained herein
are applicable to the singular as well as the plural forms of such terms; (iii) whenever required by the context, any pronoun shall include
the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plural and
vice versa; (iv) the words “herein,” “hereto,” and “hereby” and other words of similar import shall
be deemed in each case to refer to this Agreement as a whole and not to any particular Section or other subdivision of this Agreement;
(v) the word “if” and other words of similar import when used herein shall be deemed in each case to be followed by the phrase
“and only if”; (vi) the term “or” means “and/or”; and (vii) any agreement or instrument defined or
referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time
amended, modified, or supplemented, including by waiver or consent and references to all attachments thereto and instruments incorporated
therein.
(j) Counterparts. This
Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. A photocopy, faxed,
scanned, and/or emailed copy of this Agreement or any signature page to this Agreement, shall have the same validity and enforceability
as an originally signed copy.
(k) Effectiveness. This
Agreement shall be binding upon the Subject Party upon the Subject Party’s execution and delivery of this Agreement, but this Agreement
shall only become effective upon the consummation of the Transactions. In the event that the Business Combination Agreement is validly
terminated in accordance with its terms prior to the consummation of the Transactions, this Agreement shall automatically terminate and
become null and void, and the parties shall have no obligations hereunder.
[Remainder of Page Intentionally
Left Blank; Signature Pages Follows]
IN WITNESS WHEREOF, the undersigned has
duly executed and delivered this Non-Competition and Non-Solicitation Agreement as of the date first written above.
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The Company: |
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ZOOZ POWER LTD. |
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By: |
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Name: |
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Title: |
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The Subject Party: |
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Signature: |
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Print Name: |
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Title: |
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Exhibit 10.3
FORM OF VOTING AGREEMENT
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).
WHEREAS, on or about
the date hereof, the Company, Zooz Power Cayman, a Cayman Islands exempted company and a direct, wholly-owned subsidiary of the Company
(“Merger Sub”), SPAC and the other parties named therein have entered into that certain Business Combination
Agreement in substantially the form provided to the Holder and attached hereto as Exhibit A (as may be amended, supplemented and/or
restated from time to time in accordance with the terms thereof, the “Business Combination Agreement”), pursuant
to which (and subject to the terms and conditions set forth therein), Merger Sub shall merge with and into SPAC, with SPAC continuing
as the surviving entity (the “Merger”), and as a result of which, among other matters, (i) SPAC shall become
a wholly-owned subsidiary of the Company, (ii) each issued and outstanding ordinary share of SPAC immediately prior to the Merger Effective
Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive the
SPAC Shares Merger Consideration (iii) the Company shall, under certain circumstances, issue to Earnout Shares to Holder following the
Closing upon and subject to the achievement of Earnout Milestone(s) in accordance with the terms set forth in the Business Combination
Agreement (which shall be issued concurrently with the release of the pro-rata portion of the Remaining Sponsor Shares from escrow pursuant
to the terms of the Escrow Agreement), and (iv) the Company’s Ordinary Shares and the Company Public Warrants shall be listed for
trading on the NASDAQ under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder,
the “Exchange Act”), all upon the terms and subject to the conditions set forth in the Business Combination
Agreement and in accordance with the provisions of applicable Law;
WHEREAS, as of the
date hereof, Holder is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of, and
is entitled to dispose of and vote (including, without limitation, by proxy or power of attorney) pursuant to the Company Organizational
Documents and pursuant to Applicable Law, the Company Ordinary Shares set forth on the signature page of this Agreement which shares and
any additional Company Ordinary Shares in which Holder acquires record or beneficial ownership after the date hereof, including by purchase,
as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon
exercise or conversion of any securities, the “Shares”);
WHEREAS, the Board
of Directors of the Company (a) has approved and declared advisable the Business Combination Agreement, the Ancillary Documents, the Recapitalization,
the Merger and the other transactions contemplated by any such documents (collectively, the “Transactions”),
(b) has determined that the Transactions are fair to and in the best interests of the Company and its shareholders (the “Company
Shareholders”) and (c) has recommended the approval and the adoption by each of the Company Shareholders of the Business
Combination Agreement and the Recapitalization and the other Transactions, which provide, among other matters, for the adoption of the
Surviving Company Memorandum and Articles of Association, and the other Company Shareholder Approval Matters; and
WHEREAS, as a condition
to the willingness of SPAC to enter into the Business Combination Agreement, and as an inducement and in consideration therefor, and in
view of the valuable consideration to be received by Holder thereunder, and the expenses and efforts to be undertaken by the Company and
SPAC to consummate the Transactions, the Company, SPAC and Holder desire to enter into this Agreement in order for Holder to provide certain
assurances to SPAC and the Company regarding the manner in which Holder is bound hereunder, in its capacity as a shareholder of the Company,
to vote the Shares during the period from and including the date hereof through and including the date on which this Agreement is terminated
in accordance with its terms (the “Voting Period”) with respect to the Business Combination Agreement, the Merger,
the Ancillary Documents and the Reorganization and the other Transactions.
NOW, THEREFORE, in
consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereby agree as follows:
1. Covenant
to Vote in Favor of Transactions. Holder irrevocably and unconditionally agrees, with respect to all of the
Shares:
(a) during
the Voting Period, at each meeting of the Company Shareholders (whether annual or special and whether or not an adjourned or postponed
meeting) or any class or series thereof, and in each written consent or resolutions of any of the Company Shareholders in which Holder
is entitled to vote or consent, Holder hereby unconditionally and irrevocably agrees to, and agrees to cause any other holder of record
of any of the Holder’s Shares to, be present for such meeting and vote (in person or by proxy), or consent to any action by written
consent or resolution with respect to, as applicable, the Shares in favor of (i) the adoption and approval of the Business Combination
Agreement and the Transactions (including to the extent required, the issuance of Company Securities pursuant to this Business Combination
Agreement) in accordance with the Company Organizational Documents and the Israeli Companies Law and, to the extent applicable, regulations
of the SEC, ISA, TASE and Nasdaq; (ii) any other Ancillary Documents requiring shareholder approval the form of which is attached as an
exhibit to the Business Combination Agreement on the date of execution thereof or otherwise approved by the Company; (iii) the approval
of the Surviving Company Memorandum and Articles of Association and the Recapitalization; (iv) the appointment of the members of the Post-Closing
Company Board of Directors in accordance with the Business Combination Agreement; (v) the issuance of Company Ordinary Shares and Company
Warrants pursuant to the Business Combination Agreement, including (A) the Company Ordinary Shares issuable pursuant to the Recapitalization,
(B) the Company Ordinary Shares issuable upon exercise of the Company Warrants and (C) the Company Ordinary Shares issuable upon exercise
of the outstanding Company Options; (vi) such other matters as the Company and SPAC shall hereafter mutually determine to be necessary
or appropriate in order to effect the Transactions; (vii) the adjournment of such meeting of the Company Shareholders or any class or
series thereof, if necessary or desirable in the reasonable determination of the Company; and (viii) to vote the Shares in opposition
to: (A) any Acquisition Proposal and any and all other proposals (x) for the acquisition of the Company, (y) that could reasonably be
expected to materially delay or impair the ability of the Company to consummate the Merger, the Business Combination Agreement or any
of the Transactions, or (z) which are in competition with or materially inconsistent with the Business Combination Agreement; (B) any
change in the present capitalization or corporate structure of the Company which is inconsistent with the Business Combination Agreement;
or (C) any other action or proposal involving the Company that is intended, or would reasonably be expected, to prevent, impede, interfere
with, delay, postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of
the conditions to the Closing under the Business Combination Agreement not being fulfilled;
(b) except
for transfers as permitted by, and in accordance with, Section 3(b) below, not to deposit, and to cause its Affiliates
not to deposit, except as provided in this Agreement, any Shares owned by Holder or Holder’s Affiliates in a voting trust or subject
any Shares to any arrangement or agreement with respect to the voting of such Shares, unless specifically requested in writing to do so
by SPAC and the Company in connection with the Business Combination Agreement, the Ancillary Documents and any of the Transactions;
(c) during
the Voting Period, except as contemplated by the Business Combination Agreement or the Ancillary Documents, make, or in any manner participate
in, directly or indirectly, a “solicitation” of “proxies” or consents (as such terms are used in the rules of
the SEC), voting cards or voting in any other means, or powers of attorney or similar rights to vote, or file with the Company any “position
statement” or seek to advise or influence any Person with respect to the voting of, any shares of the Company in connection with
any vote or other action with respect to the Transactions, other than to recommend that shareholders of the Company vote in favor of adoption
of the Business Combination Agreement and the Transactions and any other proposal, the approval of which by the Company shareholders is
a condition to the obligations of the Company or SPAC under the Business Combination Agreement (and any actions required in furtherance
thereof and otherwise as expressly provided by Section 1 of this Agreement);
(d) during
the Voting Period, except as contemplated by the Business Combination Agreement or the Ancillary Documents, not to request that the Company
add to the agenda of any general meeting of the Company’s shareholders relating to the approval of the Merger, the Business Combination
Agreement or any of the Transactions, any proposal which contradicts or is otherwise inconsistent with the Merger, the Business Combination
Agreement or any of the Transactions or which is intended, or would reasonably be expected, to prevent, impede, interfere with, delay,
postpone or adversely affect in any material respect the Transactions or would reasonably be expected to result in any of the conditions
to the Closing under the Business Combination Agreement not being fulfilled; and
(e) without
limiting Section 1(a) above, to approve and consent to the Recapitalization and the Surviving Company Memorandum and Articles of
Association (as provided in Section 1(a)(iii)) in accordance with the terms of the Company Organizational Documents.
For the avoidance of doubt, nothing in this Section
1 shall limit or affect any actions or omissions taken by Holder in its capacity as a director or officer of the Company, or in the exercise
of its fiduciary duties in his capacity as a director or officer of the Company, and no such actions or omissions shall be deemed a breach
of this Section 1, and, notwithstanding anything in this Agreement to the contrary, Holder shall not be limited or restricted in any way
from voting in its sole discretion on any matter other than the matters referred to in this Section 1.
2. Grant of
Proxy. During the Voting Period, Holder, with respect to all of the Shares, hereby irrevocably and unconditionally, to
the fullest extent permitted by applicable Law, grants to, and appoints, the Company and any designee of the Company (determined in
the Company’s sole discretion) as Holder’s attorney-in-fact and proxy, with full power of substitution and
resubstitution, for and in Holder’s name, to vote, or cause to be voted, or express consent or dissent and otherwise act
(including by proxy or written consent, if applicable) with respect to any Shares owned (whether beneficially or of record) by
Holder, solely on the matters and in the manner specified in Section 1 above. The proxy and attorney-in-fact granted by
Holder pursuant to this Section 2 are irrevocable and are granted in consideration of the Company entering into
this Agreement and the Company and SPAC entering into the Business Combination Agreement and incurring certain related fees and
expenses. Holder hereby affirms that such irrevocable proxy is coupled with an interest by reason of the Business Combination
Agreement and, except upon the termination of this Agreement in accordance with Section 5(a), is intended to be
irrevocable. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement. Holder and
the Company each agrees that the Company shall exercise (and shall not fail to exercise) its rights as attorney-in-fact and proxy in
accordance with the provisions of Section 1 of this Agreement. The proxy and power of attorney shall not be terminated by any
act of the Holder or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or
events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of the Holder. The Holder
hereby revokes all other proxies and powers of attorney on the matters specified in this Section 2 with respect to the Shares
that the Holder may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written
consent executed (and if given or executed, shall not be effective) by the Holder with respect to any Shares. All authority herein
conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the Holder and any obligation of the Holder
under this Agreement shall be binding upon the heirs, personal representatives, and successors of the Holder.
3. Other
Covenants.
(a) No
Transfers. Holder agrees that, during the Voting Period, Holder shall not, and shall cause its Affiliates not to, without the joint
prior written consent of SPAC and the Company, (i) offer for sale, sell (including short sales), transfer, tender, pledge, encumber, assign
or otherwise dispose of (including by gift) (collectively, a “Transfer”), or enter into any contract, option,
derivative, hedging or other agreement or arrangement or understanding (including any profit-sharing arrangement) with respect to, or
consent to, a Transfer of, any or all of the Shares; (ii) grant any proxies or powers of attorney with respect to any or all of the Shares;
(iii) permit to exist any lien of any nature whatsoever (other than those imposed by this Agreement, applicable securities Laws or the
Company Organizational Documents, as in effect on the date hereof) with respect to any or all of the Shares; or (iv) take any action that
would have the effect of preventing, impeding, interfering with or adversely affecting Holder’s ability to perform Holder’s
obligations under this Agreement. Holder agrees with, and covenants to, SPAC that Holder shall not request that the Company register the
Transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any Shares during the term of this Agreement
without the prior written consent of SPAC.
(b) Permitted
Transfers. Section 3(a) shall not prohibit a Transfer of Shares by Holder (i) to any family member or trust for the
benefit of any family member, (ii) to any shareholder, member or partner of Holder, if an entity, (iii) to any Affiliate of Holder or
a Permitted Transferee (as defined in the Company Organizational Documents), (iv) to any person or entity if and to the extent required
by any non-consensual Order, by divorce decree or by will, intestacy or other Applicable Law or bylaws of the TASE so long as, in the
case of the foregoing clauses (i), (ii), (iii) and (iv), the assignee or transferee agrees to be bound by the terms of this Agreement
and executes and delivers to the parties hereto a written consent and joinder memorializing such agreement.
(c) Changes
to Shares. In the event of a share dividend or distribution (as defined in the Israeli Companies Law), or any change in the share
capital of the Company by reason of any share dividend or distribution, share split, recapitalization (including the Recapitalization),
combination, conversion, exchange of shares or the like, the term “Shares” shall be deemed to refer to and include the Shares
as well as all such share dividends and distributions and any securities into which or for which any or all of the Shares may be changed
or exchanged or which are received in such transaction. Holder agrees, during the Voting Period, to notify the Company and SPAC promptly
in writing of the number and type of any changes to Holder’s ownership of or voting control with respect to Shares, upon Holder’s
acquisition or commitment to acquire any additional Shares or upon any other changes involving Holder relating to the Company’s
share capital or securities convertible or exercisable for share capital of the Company.
(d) Compliance
with Business Combination Agreement. Holder agrees that, during the Voting Period, Holder will not take or agree or commit to take
any action that would make any representation and warranty of Holder contained in this Agreement inaccurate in any material respect. Holder
further agrees that Holder shall use its commercially reasonable efforts to cooperate with the Company to effect the Merger and all other
Transactions, the Business Combination Agreement, the Ancillary Documents and the provisions of this Agreement.
(e) Registration
Statements; Company General Meeting Notice. During the Voting Period, Holder agrees to provide to the Company, SPAC and their respective
Representatives any information regarding Holder or the Shares that is reasonably requested by the Company, SPAC or their respective Representatives
for inclusion in the Registration Statement, in the 1934 Act Registration Statement, in the Company General Meeting Notice, in the Israeli
Prospectus (and to any amendments or supplements to any of the foregoing, including to any correspondence with the SEC, NASDAQ, ISA and/or
TASE) or in any other filing that the Company and/or SPAC are required to furnish with the SEC, NASDAQ, ISA and/or TASE (including all
documents and schedules filed with the SEC, NASDAQ, ISA and/or TASE in connection with the foregoing).
(f) Publicity.
Holder shall not issue any press release or otherwise make any public statements with respect to the Transactions or the transactions
contemplated herein without the prior written approval of SPAC and the Company. Holder understands that, prior to the announcement by
SPAC and the Company, the Business Combination Agreement and related agreements and the Transactions and the terms thereof constitute
material non-public information and may not be used or disclosed by the Holder. Holder hereby authorizes SPAC and the Company to publish
and disclose in any announcement or disclosure required by the SEC, TASE, ISA or Nasdaq or the Registration Statement, the 1934 Act Registration
Statement, in the Company General Meeting Notice, in the Israeli Prospectus (and to any amendments or supplements to any of the foregoing,
including to any correspondence with the SEC, NASDAQ, ISA and/or TASE) or in any other filing that the Company and/or SPAC are required
to furnish with the SEC, NASDAQ, ISA and/or TASE (including all documents and schedules filed with the SEC, NASDAQ, ISA and/or TASE in
connection with the foregoing), Holder’s identity and ownership of the Shares and the nature of Holder’s commitments and agreements
under this Agreement, the Business Combination Agreement and any other Ancillary Documents.
4. Representations
and Warranties of Holder. Holder hereby represents and warrants to SPAC and the Company as follows:
(a) Binding
Agreement. Holder (i) if a natural person, is of legal age to execute this Agreement and is legally competent to do so and (ii) if
not a natural person, is (A) a corporation, limited liability company, company or partnership duly organized and validly existing under
the laws of the jurisdiction of its organization and (B) has all necessary power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and to consummate the transactions contemplated hereby. If Holder is not a natural person, the execution
and delivery of this Agreement, the performance of Holder’s obligations hereunder and the consummation of the transactions contemplated
hereby by Holder has been duly authorized by all necessary corporate, limited liability or partnership action on the part of Holder, as
applicable. This Agreement, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal,
valid and binding obligation of Holder, enforceable against Holder in accordance with its terms (except as such enforceability may be
limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating
to or affecting creditor’s rights, and to general equitable principles). Holder understands and acknowledges that SPAC is entering
into the Business Combination Agreement in reliance upon the execution and delivery of this Agreement by Holder.
(b) Ownership
of Shares. As of the date hereof, Holder has beneficial ownership over the type and number of the Shares set forth under Holder’s
name on the signature page hereto, is the lawful owner of such Shares, has the sole power to vote or cause to be voted such Shares, and
has good and valid title to such Shares, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements,
liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement,
applicable securities Laws or the Company Organizational Documents. There are no claims for finder’s fees or brokerage commission
or other like payments in connection with this Agreement or the transactions contemplated hereby payable by the Company or SPAC pursuant
to arrangements made by Holder. Except for the Shares and other securities of the Company set forth under Holder’s name on the signature
page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the
Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company
may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company, or (iii) options, warrants
or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities
of the Company.
(c) No
Conflicts. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act,
Israeli Companies Law and/or Israeli Securities laws, if any, no filing with, or notification to, any Governmental Authority, and no consent,
approval, authorization or permit of any other person is necessary for the execution of this Agreement by Holder, the performance of Holder’s
obligations hereunder or the consummation by it of the transactions contemplated hereby, which, if required, has not been obtained prior
to the date hereof. None of the execution and delivery of this Agreement by Holder, the performance of Holder’s obligations hereunder
or the consummation by Holder of the transactions contemplated hereby shall (i) conflict with or result in any breach of the certificate
of incorporation, bylaws, memorandum or articles of association, or other comparable organizational documents of Holder, as applicable,
(ii) result in, or give rise to, a violation or breach of or a default under any of the terms of any Contract or obligation to which Holder
is a party or by which Holder or any of the Shares or Holder’s other assets may be bound, or (iii) violate any applicable Law or
Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to impair Holder’s ability
to perform its obligations under this Agreement in any material respect.
(d) No
Inconsistent Agreements. Holder hereby covenants and agrees that, except for this Agreement, Holder (i) has not entered into, nor
will enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with respect to the Shares inconsistent
with Holder’s obligations pursuant to this Agreement, (ii) has not granted, nor will grant at any time while this Agreement remains
in effect, a proxy, a consent or power of attorney with respect to the Shares and (iii) has not entered into any agreement or knowingly
taken any action (nor will enter into any agreement or knowingly take any action) that would make any representation or warranty of Holder
contained herein untrue or incorrect in any material respect or have the effect of preventing Holder from performing any of its material
obligations under this Agreement.
5. Miscellaneous.
(a) Termination.
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Company, SPAC
or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the Company,
SPAC and Holder, (ii) the Effective Time (following the performance of the obligations of the parties hereunder required to be performed
at or prior to the Effective Time) and (iii) the date of termination of the Business Combination Agreement in accordance with its terms.
The termination of this Agreement shall not prevent any party hereunder from seeking any remedies (at law or in equity) against another
party hereto or relieve such party from liability for such party’s breach of, or fraud committed in connection with, this Agreement
prior to such termination. Notwithstanding anything to the contrary herein, the provisions of this Section 5 shall survive
the termination of this Agreement.
(b) Binding
Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns. This Agreement and all obligations of Holder are personal to Holder and
may not be assigned, transferred or delegated by Holder at any time without the prior written consent of the Company and SPAC, and any
purported assignment, transfer or delegation without such consent shall be null and void ab initio; except in connection with a
Transfer of any Shares in accordance with Section 3(b), the transferee to whom such Shares are transferred shall thenceforth be
entitled to all the rights and be subject to all the obligations under this Agreement, provided that no such assignment shall relieve
the assigning party of its obligations hereunder. Each of the Company and SPAC may freely assign any or all of its rights or obligations
under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise)
without obtaining the consent or approval of Holder.
(c) Third
Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions
contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person that is not a party
hereto or thereto or a successor or permitted assign of such a party.
(d) Governing
Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by
and construed in accordance with the laws of the State of New York, without regard to the conflict of law principles thereof. All Actions
arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in the County
of New York in the State of New York (or in any appellate courts thereof) (the “Specified Courts”). Each party
hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating
to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or
otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property
is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is
improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party
agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in
any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in
any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal
delivery of copies of such process to such party at the applicable address set forth or referred to in Section 5(g). Nothing
in this Section 5(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable
law.
(e) WAIVER
OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO
A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
5(e).
(f) Interpretation.
The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this
Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine
or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including”
(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”;
(iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed
in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv)
the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement.
Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted
jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship
of any provision of this Agreement.
(g) Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i)
when delivered in person, (ii) by email or other electronic means, with affirmative confirmation of receipt, (iii) two (2) Business Days
after being sent, if sent by reputable, nationally recognized international overnight courier service, or (iv) five (5) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party
at the following addresses (or at such other address for a party as shall be specified by like notice in accordance with this Section
5(g)):
If to SPAC:
Keyarch Acquisition Corporation
275 Madison Avenue, 39th Floor
New York, New York 10016
Attn: Kai Xiong
Email: |
with a copy (which will not constitute notice) to:
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, NY 10105
Attn: Stuart Neuhauser and Matthew A. Gray
Facsimile No.:
Telephone No.:
Email:
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If to the Company:
Zooz Power Limited
Attn: Ruth Smadja
Facsimile No.:
Telephone No.:
Email:
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with a copy (which will not constitute notice) to:
Shibolet Law Firm
4 Yitzhak Sadeh St. Tel Aviv 6777504
Attn: Ofer Ben-Yehuda
Telephone No.:
Email:
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If to Holder, to: the address set forth under Holder’s name on the signature page hereto, and, if not the party sending the notice, each of SPAC and the Company (and each of their copies for notices hereunder). |
(h) Amendments
and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally
or in a particular instance, and either retroactively or prospectively) only, in the case of an amendment, with the written consent of
the Company, SPAC and the Holder, or, in the case of a waiver, with the written consent of the party against whom the waiver is to be
effective. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a waiver of
any other provisions hereof by such party, nor shall any such waiver be deemed to be or construed as a further or continuing waiver of
any such term, condition, or provision.
(i) Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified
or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity,
legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity,
legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties will substitute for any invalid, illegal or unenforceable provision
a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid,
illegal or unenforceable provision.
(j) Specific
Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of
a breach of this Agreement by Holder, money damages will be inadequate and that the Company will not have adequate remedy at law, and
agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed Holder in accordance
with their specific terms or were otherwise breached. Accordingly, the Company shall be entitled to an injunction or restraining order
to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to
post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy
to which such party may be entitled under this Agreement, at law or in equity.
(k) Expenses.
Each party shall be responsible for its own fees and expenses (including the fees and expenses of investment bankers, accountants and
counsel, if applicable) in connection with the entering into of this Agreement, the performance of its obligations hereunder and the consummation
of the transactions contemplated hereby; provided, that in the event of any Action arising out of or relating to this Agreement,
the non-prevailing party in any such Action will pay its own expenses and the reasonable documented out-of-pocket expenses, including
reasonable attorneys’ fees and costs, reasonably incurred by the prevailing party.
(l) No
Partnership, Agency or Joint Venture. This Agreement is intended to create a contractual relationship among Holder, SPAC and the Company,
and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties
hereto or among any other the Company shareholders entering into voting agreements with SPAC or the Company. Holder is not affiliated
with any other holder of securities of the Company entering into a voting agreement with SPAC or the Company in connection with the Business
Combination Agreement and has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement
shall be deemed to vest in SPAC or the Company any direct or indirect ownership or incidence of ownership of or with respect to any Shares.
(m) Further
Assurances. From time to time, at another party’s request and without further consideration, each party shall execute and deliver
such additional documents and take all such further action as may be reasonably necessary or desirable to consummate the transactions
contemplated by this Agreement. Without derogating from the foregoing, the Holder further agrees not to commence or participate in, and
to take all actions necessary to opt out of any class action with respect to, any action or claim, derivative or otherwise, against SPAC,
the Company or any of their respective Affiliates, successors and assigns relating to the negotiation, execution or delivery of this Agreement,
the Business Combination Agreement or the consummation of the Transactions (including the Recapitalization).
(n) Entire
Agreement. This Agreement (together with the Business Combination Agreement and the Ancillary Documents to the extent referred to
herein) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any
other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided,
that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination
Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies
of SPAC or the Company or any of the obligations of Holder under any other agreement between Holder and SPAC or the Company or any certificate
or instrument executed by Holder in favor of SPAC or the Company, and nothing in any other agreement, certificate or instrument shall
limit any of the rights or remedies of SPAC or the Company or any of the obligations of Holder under this Agreement.
(p) Counterparts;
Electronic Delivery. This Agreement may be executed and delivered by facsimile or electronic signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.
(q) Waiver
of Rights. By executing this Agreement, the Holder, as and to the extent applicable thereto, hereby irrevocably, absolutely and unconditionally
waives any and all preemptive rights, anti-dilution rights, first refusal rights, over allotment rights, co-sale rights, veto rights and
any other participation rights and all similar rights or other limitations that the Holder has or may have (whether derived from the Company
Organizational Documents, any agreement, other arrangement or any applicable Law, including without limitation, Section 290 of the Israeli
Companies Law, or otherwise), in connection with any and all investments made in the Company, whether by way of an equity investment,
or by way of convertible debt, or in any other manner whatsoever, in furtherance of, or in connection with, or pursuant to the Transactions
and/or the Merger and/or the Business Combination Agreement.
(r) Disclosure.
The Holder hereby authorizes the Company and SPAC to publish and disclose in any announcement or disclosure required by the SEC, NASDAQ,
ISA and/or TASE (or as otherwise required by any applicable securities Laws or any other securities authorities), or include in any document
or information required to be filed with or furnished to the SEC, NASDAQ, ISA and/or TASE the Holder’s identity and ownership of
the Shares and the nature of the Holder’s obligations under this Agreement and, if deemed appropriate by the Company or SPAC, a
copy of this Agreement.
(s) Confidentiality.
Without derogating from any other confidentiality obligation pursuant to any applicable agreement or Law, or the provisions of Section
3(f) above the Holder (including its Affiliates, directors, partners, officers, investors, employees and agents) agrees to retain in strict
confidence the existence and terms of this Agreement, the negotiations between the Company and SPAC, any information related to the Business
Combination Agreement and the Transactions and all non-public information related to the Company, the SAPC and the SPAC identity, and
further agrees that it will not disclose to any third party, or permit the use or disclosure to any third party of such information or
any information obtained from or revealed hereunder.
[Remainder of Page Intentionally Left Blank;
Signature Page Follows.]
IN WITNESS WHEREOF,
the parties have executed this Voting Agreement as of the date first written above.
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KEYARCH ACQUISITION CORPORATION |
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{Signature Page to Target Voting Agreement}
Holder: |
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[_______________________________________] |
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Number of Ordinary Shares:
Company Ordinary Shares: __________________________________________________
Number of Company Ordinary Shares Issuable
upon Exercise of Company Options/Warrants:
__________________________________________________
Address for Notice:
Address: _______________________________
_______________________________________
_______________________________________
Facsimile No.: ____________________________
Telephone No.: ___________________________
Email: __________________________________ |
{Holder Signature Page to Target Voting Agreement}
Exhibit 10.4
FORM OF ASSIGNMENT, ASSUMPTION, AND
AMENDMENT TO PRIVATE WARRANT AGREEMENT
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)).
RECITALS
WHEREAS, SPAC and the
Agent are parties to (i) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation by this
Amendment, the “Public Warrant Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant
agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary shares
underlying the units of the SPAC issued in SPAC’s initial public offering (“IPO”) (the “Public
Warrants”), and (ii) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation
by this Amendment, the “Private Warrant Agreement,” together with the Public Warrant Agreement, each a “Warrant
Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant agent with respect to the issuance, registration,
transfer, exchange, redemption and exercise of (A) the warrants to purchase ordinary shares underlying the units of SPAC acquired by Keyarch
Global Sponsor Limited (the “Sponsor”) and EarlyBirdCapital, Inc., as representative of the several underwriters
in the IPO, in a private placement concurrent with the IPO (the “Placement Warrants”), and (B) the warrants
to purchase shares of ordinary shares underlying the units of SPAC issuable to the Sponsor or an affiliate of the Sponsor or certain officers
and directors of SPAC upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants,”
together with Placement Warrants, the “Private Warrants” and together with the Public Warrants, the “Warrants”);
WHEREAS, (i) SPAC,
(ii) the Company, (iii) Zooz Power Cayman, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger
Sub”), and (iv) the Sponsor, in the capacity as the SPAC Representative thereunder (the “SPAC Representative”),
are parties to that certain Business Combination Agreement, dated as of July 30, 2023 (as it may be amended from time to time in accordance
with the terms thereof, the “Business Combination Agreement”);
WHEREAS, pursuant to
the Business Combination Agreement, among other matters, prior to consummation of the transactions contemplated thereby (the “Closing”),
the Company agreed to effect a recapitalization (the “Recapitalization”), where each Continuing Warrant and
each Continuing Company Option outstanding immediately prior to the consummation of the Recapitalization shall become a warrant or an
option to purchase such number of Company Ordinary Shares, and at Closing, pursuant to which the parties thereto intend to effect the
merger of Merger Sub with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the Company (the
“Merger”), with the holders of (I) SPAC Class A ordinary shares of SPAC (“SPAC Ordinary Shares”)
(including those that were part of the SPAC’s publicly traded subunits) will receive one (1) Company Ordinary Share, (II) Class
B ordinary shares of SPAC receiving one (1) Company Ordinary Share and (III) warrants of SPAC receiving an equivalent warrant of the Company
(“Company Warrants”);
WHEREAS, upon consummation
of the Merger, each of the issued and outstanding Private Warrants will no longer be exercisable for SPAC Ordinary Shares but instead
will be exercisable (subject to the terms and conditions of the Private Warrant Agreement as amended hereby) for the same number of Company
Ordinary Shares at the same exercise price per share during the same exercise period (subject to any adjustments for share splits, reverse
share splits etc., and as may otherwise be required pursuant to the rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable
Law); and
WHEREAS, all references
to “Class A ordinary shares” in the Private Warrant Agreement (including all Exhibits thereto) shall mean ordinary shares,
with a par value of ILS 0.00025 each, of the Company (together with any other securities of the Company or any successor entity issued
in consideration of (including as a share split, dividend or distribution) or in exchange for any of such securities, “Company
Ordinary Shares”);
WHEREAS, the board
of directors of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement will
constitute a Business Combination (as defined in the Private Warrant Agreement); and
WHEREAS, in connection
with the Merger, SPAC desires to assign all of its right, title and interest in the Private Warrant Agreement to the Company, and the
Company wishes to accept such assignment and assume all the liabilities and obligations of SPAC under the Private Warrant Agreement with
the same force and effect as if the Company were initially a party to the Private Warrant Agreement (subject to any requirements pursuant
to the rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable Law).
NOW, THEREFORE, in
consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants
herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Assignment and Assumption; Consent.
(a)
Assignment and Assumption. SPAC hereby assigns to the Company all of SPAC’s right, title and interest in and to the
Private Warrant Agreement and the Private Warrants (each as amended hereby) as of the Effective Time (as defined below). The Company hereby
assumes, and agrees to perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations
under the Private Warrant Agreement and the Private Warrants (each as amended hereby) arising from and after the Effective Time with the
same force and effect as if the Company were initially a party to the Private Warrant Agreement.
(b)
Consent. The Warrant Agent hereby consents to the assignment of the Private Warrant Agreement and the Private Warrants by
SPAC to the Company and the assumption by the Company of the SPAC’s obligations under the Private Warrant Agreement pursuant to Section 1.1 hereof
effective as of the Effective Time, the assumption of the Private Warrant Agreement and Private Warrants by the Company from SPAC pursuant
to Section 1.1 hereof effective as of the effective time of the Merger (the “Effective Time”),
and to the continuation of the Private Warrant Agreement and Private Warrants in full force and effect from and after the Effective Time,
subject at all times to the Private Warrant Agreement and Private Warrants (each as amended hereby) and to all of the provisions, covenants,
agreements, terms and conditions of the Private Warrant Agreement and this Agreement.
2.
Amendments to Private Warrant Agreement. The parties hereto hereby agree to the following amendments to the Private Warrant
Agreement:
(a)
Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated
by reference from the Business Combination Agreement, are hereby added to the Private Warrant Agreement as if they were set forth therein.
(b)
Preamble. The preamble of the Private Warrant Agreement is hereby amended by deleting “Keyarch Acquisition Corporation,
a Cayman Islands exempted company” and replacing it with “Zooz Power Ltd., an Israeli company”. As a result thereof,
all references to the “Company” in the Private Warrant Agreement shall be amended such that they refer to the Company rather
than SPAC.
(c)
Reference to Company Ordinary Shares. All references to “Class A ordinary shares” in the Private Warrant Agreement
(including all Exhibits thereto) shall mean Company Ordinary Shares.
(d)
Notices. Section 8.2 of the Private Warrant Agreement is hereby amended to delete the address of the Company for notices
under the Private Warrant Agreement and instead add the following address for notices to Company:
If
to the Company to: |
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with
a copy (which will not constitute notice) to: |
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Zooz Power Ltd. |
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Shibolet & Co. |
Attn: Ruth Smadja |
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4 Yitzhak Sadeh St. Tel Aviv 6777504 |
Facsimile No.: |
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Attn: Ofer Ben-Yehuda |
Telephone No.: |
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Telephone No.: |
Email: |
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Email: |
3.
Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon
the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this
Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
4.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Private Warrant Agreement
are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute,
directly or by implication, an amendment or waiver of any provision of the Private Warrant Agreement, or any other right, remedy, power
or privilege of any party thereto, except as expressly set forth herein. Any reference to the Private Warrant Agreement in the Private
Warrant Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter
mean the Private Warrant Agreement as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified
in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner
consistent with the provisions of the Private Warrant Agreement, as it applies to the amendments to the Private Warrant Agreement herein,
including without limitation Section 8 of the Private Warrant Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW]
IN
WITNESS WHEREOF, each party hereto has caused this Assignment, Assumption, and Amendment to the Private Warrant
Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.
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SPAC: |
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KEYARCH ACQUISITION CORPORATION |
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Name: |
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The Company: |
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ZOOZ POWER LTD. |
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By: |
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Name: |
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Title: |
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Agent: |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
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By: |
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Name: |
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Title: |
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[Signature
Page to Assignment, Assumption, and Amendment to the Private Warrant Agreement]
Exhibit 10.5
FORM OF ASSIGNMENT, ASSUMPTION, AND
AMENDMENT TO PUBLIC WARRANT AGREEMENT
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)).
RECITALS
WHEREAS, SPAC and the
Agent are parties to (i) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation by this
Amendment, the “Public Warrant Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant
agent with respect to the issuance, registration, transfer, exchange, redemption and exercise of (i) warrants to purchase ordinary shares
underlying the units of the SPAC issued in SPAC’s initial public offering (“IPO”) (the “Public
Warrants”), and (ii) that certain Warrant Agreement, dated as of January 24, 2022 (as amended, including without limitation
by this Amendment, the “Private Warrant Agreement,” together with the Public Warrant Agreement, each a “Warrant
Agreement”), pursuant to which the Agent agreed to act as the SPAC’s warrant agent with respect to the issuance, registration,
transfer, exchange, redemption and exercise of (A) the warrants to purchase ordinary shares underlying the units of SPAC acquired by Keyarch
Global Sponsor Limited (the “Sponsor”) and EarlyBirdCapital, Inc., as representative of the several underwriters
in the IPO, in a private placement concurrent with the IPO (the “Placement Warrants”), and (B) the warrants
to purchase shares of ordinary shares underlying the units of SPAC issuable to the Sponsor or an affiliate of the Sponsor or certain officers
and directors of SPAC upon conversion of up to $1,500,000 of working capital loans (the “Working Capital Warrants,”
together with Placement Warrants, the “Private Warrants” and together with the Public Warrants, the “Warrants”);
WHEREAS, (i) SPAC,
(ii) the Company, (iii) Zooz Power Caymen, a Cayman Islands exempted company and a wholly owned subsidiary of the Company (“Merger
Sub”), and (iv) the Sponsor, in the capacity as the SPAC Representative thereunder (the “SPAC Representative”),
are parties to that certain Business Combination Agreement, dated as of July 30, 2023 (as it may be amended from time to time in accordance
with the terms thereof, the “Business Combination Agreement”);
WHEREAS, pursuant to
the Business Combination Agreement, among other matters, prior to consummation of the transactions contemplated thereby (the “Closing”),
the Company agreed to effect a recapitalization (the “Recapitalization”), where each Continuing Warrant and
each Continuing Company Option outstanding immediately prior to the consummation of the Recapitalization shall become a warrant or an
option to purchase such number of Company Ordinary Shares, and at Closing, pursuant to which the parties thereto intend to effect the
merger of Merger Sub with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the Company (the
“Merger”), with the holders of (I) SPAC Class A ordinary shares of SPAC (“SPAC Ordinary Shares”)
(including those that were part of the SPAC’s publicly traded subunits) will receive one (1) Company Ordinary Share, (II) Class
B ordinary shares of SPAC receiving one (1) Company Ordinary Share and (III) warrants of SPAC receiving an equivalent warrant of the Company
(“Company Warrants”);
WHEREAS, upon consummation
of the Merger, each of the issued and outstanding Public Warrants will no longer be exercisable for SPAC Ordinary Shares but instead will
be exercisable (subject to the terms and conditions of the Public Warrant Agreement as amended hereby) for the same number of Company
Ordinary Shares at the same exercise price per share during the same exercise period (subject to any adjustments for share splits, reverse
share splits etc., and as may otherwise be required pursuant to the rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable
Law); and
WHEREAS, all references
to “Class A ordinary shares” in the Public Warrant Agreement (including all Exhibits thereto) shall mean ordinary shares with
a par value of ILS 0.00025 each, of the Company (together with any other securities of the Company or any successor entity issued in consideration
of (including as a share split, dividend or distribution) or in exchange for any of such securities, “Company Ordinary Shares”);
WHEREAS, the board
of directors of SPAC has determined that the consummation of the transactions contemplated by the Business Combination Agreement will
constitute a Business Combination (as defined in the Public Warrant Agreement); and
WHEREAS, in connection
with the Merger, SPAC desires to assign all of its right, title and interest in the Public Warrant Agreement to the Company, and the Company
wishes to accept such assignment and assume all the liabilities and obligations of SPAC under the Public Warrant Agreement with the same
force and effect as if the Company were initially a party to the Public Warrant Agreement (subject to any requirements pursuant to the
rules and regulations of the SEC, Nasdaq, ISA, TASE or any applicable Law).
NOW, THEREFORE, in
consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants
herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1.
Assignment and Assumption; Consent.
(a)
Assignment and Assumption. SPAC hereby assigns to the Company all of SPAC’s right, title and interest in and to the
Public Warrant Agreement and the Public Warrants (each as amended hereby) as of the Effective Time (as defined below). The Company hereby
assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of SPAC’s liabilities and obligations
under the Public Warrant Agreement and the Public Warrants (each as amended hereby) arising from and after the Effective Time with the
same force and effect as if the Company were initially a party to the Public Warrant Agreement.
(b)
Consent. The Warrant Agent hereby consents to the assignment of the Public Warrant Agreement and the Public Warrants by
SPAC to the Company and the assumption by the Company of the SPAC’s obligations under the Public Warrant Agreement pursuant to Section 1.1 hereof
effective as of the Effective Time, the assumption of the Public Warrant Agreement and Public Warrants by the Company from SPAC pursuant
to Section 1.1 hereof effective as of the effective time of the Merger (the “Effective Time”),
and to the continuation of the Public Warrant Agreement and Public Warrants in full force and effect from and after the Effective Time,
subject at all times to the Public Warrant Agreement and Public Warrants (each as amended hereby) and to all of the provisions, covenants,
agreements, terms and conditions of the Public Warrant Agreement and this Agreement.
2.
Amendments to Public Warrant Agreement. The parties hereto hereby agree to the following amendments to the Public Warrant
Agreement:
(a)
Defined Terms. The defined terms in this Amendment, including in the preamble and recitals hereto, and the definitions incorporated
by reference from the Business Combination Agreement, are hereby added to the Public Warrant Agreement as if they were set forth therein.
(b)
Preamble. The preamble of the Public Warrant Agreement is hereby amended by deleting “Keyarch Acquisition Corporation,
a Cayman Islands exempted company” and replacing it with “Zooz Power Ltd., an Israeli company”. As a result thereof,
all references to the “Company” in the Public Warrant Agreement shall be amended such that they refer to the Company rather
than SPAC.
(c)
Reference to Company Ordinary Shares. All references to “Class A ordinary shares” in the Public Warrant Agreement
(including all Exhibits thereto) shall mean Company Ordinary Shares.
(d)
Notices. Section 9.2 of the Public Warrant Agreement is hereby amended to delete the address of the Company for notices
under the Public Warrant Agreement and instead add the following address for notices to Company:
If
to the Company to: |
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with
a copy (which will not constitute notice) to: |
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Zooz Power Ltd. |
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Shibolet & Co. |
Attn: Ruth Smadja |
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4 Yitzhak Sadeh St. Tel Aviv 6777504 |
Facsimile No.: |
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Attn: Ofer Ben-Yehuda |
Telephone No.: |
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Telephone No.: |
Email: |
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Email: |
3.
Effectiveness. Notwithstanding anything to the contrary contained herein, this Amendment shall only become effective upon
the Closing. In the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this
Amendment and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.
4.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Public Warrant Agreement
are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Amendment does not constitute,
directly or by implication, an amendment or waiver of any provision of the Public Warrant Agreement, or any other right, remedy, power
or privilege of any party thereto, except as expressly set forth herein. Any reference to the Public Warrant Agreement in the Public Warrant
Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith, shall hereinafter
mean the Public Warrant Agreement as the case may be, as amended by this Amendment (or as such agreement may be further amended or modified
in accordance with the terms thereof). The terms of this Amendment shall be governed by, enforced and construed and interpreted in a manner
consistent with the provisions of the Public Warrant Agreement, as it applies to the amendments to the Public Warrant Agreement herein,
including without limitation Section 9 of the Public Warrant Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGES FOLLOW]
IN
WITNESS WHEREOF, each party hereto has caused this Assignment, Assumption, and Amendment to the Public Warrant
Agreement to be signed and delivered by its respective duly authorized officer as of the date first above written.
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SPAC: |
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KEYARCH ACQUISITION CORPORATION |
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By: |
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Name: |
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Title: |
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The Company: |
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ZOOZ POWER LTD. |
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By: |
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Name: |
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Title: |
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Agent: |
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
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By: |
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Name: |
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Title: |
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[Signature Page to Assignment, Assumption, and
Amendment to the Public Warrant Agreement]
Exhibit 10.6
July 30, 2023
Keyarch Acquisition Corporation
c/o Keyarch Global Sponsor Limited
275 Madison Avenue, 39th Floor
New York, New York 10016
Re: Sponsor
Letter Agreement
Ladies and Gentlemen:
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
wholly-owned subsidiary of the Company, and (b) each SPAC Class A Share and SPAC Class B Share issued and outstanding immediately prior
to the Merger Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder
thereof to receive the SPAC Shares Merger Consideration, all upon the terms and subject to the conditions set forth in the Business Combination
Agreement and in accordance with applicable Law (such transactions contemplated by the Business Combination Agreement, the “Business
Combination”). Any capitalized terms used but not defined
in this letter agreement (as the same may be amended, modified, supplemented and/or restated from time to time with the prior written
consent of the parties hereto, this “Agreement”) will have the respective meanings ascribed thereto in the Business
Combination Agreement.
Prior to SPAC’s initial
public offering, the Sponsor acquired an aggregate of 2,800,000 of SPAC’s Class B ordinary shares, par value $0.0001 (“Class
B Shares”; such 2,800,000 Class B Shares, the “Total Founder Shares”). In connection with the
Business Combination Agreement, the Sponsor agrees to enter into this Agreement with SPAC and the Company solely with respect to 1,120,000
of the Total Founder Shares (such 1,120,000 shares of the Total Founder Shares, the “Subject Founder Shares”)
held by the Sponsor. For the avoidance of doubt, the Subject Founder Shares also shall include any and all SPAC Class A Shares or Company
Ordinary Shares issued upon conversion thereof.
For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Sponsor, SPAC and the Company hereby agree as follows:
1. The
Sponsor shall make commercially reasonable efforts to utilize all or any portion of the Subject Founder Shares (and shall provide prior
written notice to the Company with respect to any such utilization) to pay, at the Closing, any portion of the unpaid SPAC Transaction
Expenses, or to incentive investors or otherwise provide support in connection with any Transaction Financing, upon terms to be mutually
agreed by the Sponsor, SPAC, the Company and any such payees or recipients (the “Payees”; any Subject Founder
Shares that are transferred to Payees as contemplated by this Section 1 are referred to herein as “Payment Shares”);
provided, however, that any such payment and/or transfer of Payment Shares must be permitted or receive any required approvals
under that certain letter agreement dated as of January 24, 2022, by and between the Sponsor, SPAC and the other parties thereto (the
“Insider Letter”), including, without limitation, that, absent any agreement among the parties to the Insider
Letter to the contrary, the Subject Founder Shares shall continue to be subject to the restrictions set forth in the Insider Letter and
any such Payees shall have entered into written agreements to be bound by the restrictions therein, and the rights and obligations of
SPAC under the Insider Letter will be assigned and delegated to the Company as if it were the original “Company” party thereto.
Notwithstanding the foregoing, the Parties acknowledge and agree that there can be no assurances that any such Payees or creditors of
SPAC will accept any of the Subject Founder Shares as payment for any obligation.
2. The
Sponsor hereby agrees that, upon and subject to the Closing, any Subject Founder Shares that are not transferred to Payees as contemplated
by Section 1 hereof (the Subject Founder Shares less any Payment Shares are referred to herein as the “Sponsor Earnout
Shares”) shall be placed into the Sponsor Escrow Account (as hereinafter defined). The Sponsor hereby agrees that, prior
to the Closing, it shall enter into an escrow agreement with the Company, SPAC and Continental Stock Transfer and Trust Company (or another
escrow agent reasonably acceptable to the Sponsor and the Company), as escrow agent (the “Escrow Agent”), in
form and substance to be mutually agreed by the parties thereto prior to the Closing (the “Escrow Agreement”),
and, upon and subject to the Closing, the Sponsor shall deposit the Sponsor Earnout Shares (subject to equitable adjustment for stock
splits, reorganizations, combinations, exchanges, readjustment of shares, recapitalizations, share
sub-divisions (including share consolidations), split-up and the like, including to account for any equity securities into which such
shares are exchanged or converted and similar transactions affecting the Company Ordinary Shares after the date of this Agreement)(as
hereinafter defined), the “Sponsor Escrow Shares”) into a segregated escrow account (the “Sponsor
Escrow Account”) with the Escrow Agent to be held, along with any equity securities paid as special or other extraordinary
dividends or distributions paid by the Company (to the extent the Company decides in its sole discretion to pay any such dividends or
distributions) on the Sponsor Escrow Shares (“Escrow Earnings”), in the Sponsor Escrow Account and disbursed
in accordance with the terms of this Agreement and the Sponsor Escrow Agreement. In addition, the Sponsor Earnout Shares shall be subject
to, upon and subject to the Closing, the voting proxy attached hereto as Exhibit A (“Voting Proxy”)
for so long as the Sponsor Earnout Shares are required to be held in the Sponsor Escrow Account.
3. Except
as expressly permitted hereunder, the Sponsor shall not lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to
sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position with respect
to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the Securities and Exchange Commission promulgated thereunder, transfer or otherwise dispose of, or hypothecate
or otherwise grant any interest in or to, directly or indirectly, the Sponsor Earnout Shares during the Contingent Period (as defined
below). Except as otherwise set forth in this Agreement, all of the Sponsor Earnout Shares, together with any Escrow Earnings, shall be
retained in the Sponsor Escrow Account and the Sponsor Earnout Shares shall be subject to the Voting Proxy unless and until their release
upon the achievement of a Release Event (as defined below) in accordance with Section 6 hereof or a Triggering Event (as defined
below) in accordance with Section 7 hereof.
4. The
Sponsor agrees that up to fifty percent (50%) of the Sponsor Earnout Shares (the “Returned Earnout Shares”),
together with any Escrow Earnings paid by the Company for such Returned Earnout Shares, shall be subject to potential transfer to the
Company for no consideration (the “Sponsor Transfer”) at the end of the Earnout Period in the event that not
all of the Revenue Earnout Milestones or Price Earnout Milestones are achieved by the Company and its Subsidiaries pursuant to Section
1.2 of the Business Combination Agreement, provided, that, for the avoidance of doubt, such Sponsor Transfer to the Company shall
in no event include the Minimum Return Shares (as defined below).
5. In
the event that, as of the end of the Earnout Period (subject, however, to the provisions of Section 1.2(b)(iv) of the Business Combination
Agreement) (the “Termination Date”, and the period from the Closing Date until and including the Termination
Date, the “Contingent Period”), less than all of the Sponsor Earnout Shares have been released to the Sponsor
pursuant to one or more Release Events or pursuant to a Triggering Event, (i) the Sponsor will as promptly as practicable give the instruction
to make the Sponsor Transfer of the Returned Earnout Shares, and the Escrow Agent shall deliver the Returned Earnout Shares and any related
Escrow Earnings to the Company (with any Returned Earnout Shares to be transferred to the Company in certificated or book-entry form,
as applicable), and (ii) the parties shall jointly instruct the Escrow Agent to deliver the Minimum Return Shares to the Sponsor in accordance
with Section 7 hereof. For the avoidance of doubt, such Returned Earnout Shares shall not exceed 50% of the Sponsor Earnout Shares.
The Company and the Sponsor shall give joint written instructions to the Escrow Agent to release the applicable Returned Earnout Shares
and Minimum Return Shares and any related Escrow Earnings promptly (but in any event within five (5) Business Days) after the occurrence
of a Release Event or a Triggering Event, including the number of Returned Earnout Shares and Minimum Return Shares and amount of any
related Escrow Earnings to be released; provided, that the Company shall notify the Sponsor in writing at least three (3) Business
Days in advance of a Triggering Event and provide written instructions to the Escrow Agent to release the Minimum Return Shares to the
Sponsor in upon the occurrence of any Triggering Event in accordance with Section 7 hereof.
6. Other
than as expressly set forth in this Agreement or the Sponsor Escrow Agreement, the Sponsor shall have full ownership rights to the Sponsor
Earnout Shares, including, without limitation, the right to vote the Sponsor Earnout Shares in accordance with and subject to the Voting
Proxy (and for the avoidance of any doubt, the Earnout Shares shall be voted in accordance with the terms of the Voting Proxy for so long
as the Sponsor Earnout Shares are required to be held in the Sponsor Escrow Account in accordance with the terms of this Agreement), except
that any Escrow Earnings shall be retained in the Sponsor Escrow Account, to be held in accordance with the terms of this Agreement and
the Sponsor Escrow Agreement. The Sponsor Earnout Shares shall vest, no longer be subject to the Sponsor Transfer and be released from
the Sponsor Escrow Account upon the occurrence of the following events (each, a “Release Event”):
| a. | Twenty-five percent (25%) of the Sponsor Earnout Shares (the “First Level Contingent Sponsor
Share Consideration”) shall become no longer subject to the Sponsor Transfer and be released from the Sponsor Escrow Account
upon the date of final determination, pursuant to Section 1.2 of the Business Combination Agreement, that a First Earnout Milestone has
been achieved. |
| b. | Thirty-five percent (35%) of the Sponsor Earnout Shares (the “Second Level Contingent Sponsor
Share Consideration”) shall become no longer subject to the Sponsor Transfer and be released from the Sponsor Escrow Account
upon the date of final determination, pursuant to Section 1.2 of the Business Combination Agreement, that a Second Earnout Milestone has
been achieved. |
| c. | Forty percent (40%) of the Sponsor Earnout Shares (the “Third Level Contingent Sponsor Share
Consideration”) shall become no longer subject to the Sponsor Transfer and be released from the Sponsor Escrow Account upon
the date of final determination, pursuant to Section 1.2 of the Business Combination Agreement, that a Third Earnout Milestone has been
achieved. |
| d. | Notwithstanding anything to the contrary herein, at the end of the Contingent Period (and, for the avoidance
of doubt, whether or not any Earnout Milestone has been achieved), fifty percent (50%) of the Sponsor Earnout Shares (which fifty percent
(50%) shall include any Sponsor Earnout Shares released to Sponsor upon a Release Event) (the “Minimum Return Shares”)
shall be returned to the Sponsor and released from the Sponsor Escrow Account. |
For the avoidance of doubt, in the
event the Company meets at the same measurement period the milestones for the Second Level Contingent Sponsor Share Consideration and
the First Level Contingent Sponsor Share Consideration, then the issuance will also include the First Level Contingent Sponsor Share Consideration.
In the event the Company meets at the same measurement period the milestones for the Third Level Contingent Sponsor Share Consideration
and Second Level Contingent Sponsor Share Consideration and the First Level Contingent Sponsor Share Consideration, then the issuance
will also include the entitlement for the First Level Contingent Sponsor Share Consideration and the Second Level Contingent Sponsor Share
Consideration. For the avoidance of doubt, each fiscal quarter may be counted for more than once for determining whether any Earnout Milestone
has been met.
For the avoidance of doubt, other than
the Sponsor Earnout Shares, the Sponsor shall retain any other Company Securities and SPAC Securities it holds. The transactions contemplated
by this Agreement are contingent upon, and will be effective only upon, the Closing.
7. Notwithstanding
anything in this Agreement to the contrary, if not previously returned to the Sponsor pursuant to the terms hereof, the Minimum Return
Shares (or any remaining balance thereof) shall vest, no longer be subject to the Sponsor Transfer and be released from the Sponsor Escrow
Account to Sponsor the date after the Closing on which the Company consummates a liquidation, merger, share exchange, reorganization or
other similar transaction that results in all of the Company’s shareholders having the right to exchange their Company Ordinary
Shares (or other equity securities of the Company at such time) for cash, securities or other property (a “Triggering Event”).
8. This
Agreement (including the Business Combination Agreement, to the extent incorporated herein) constitutes the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof. This Agreement may
not be changed, amended, modified, or waived as to any particular provision, except by a written instrument executed by all parties hereto.
No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise
thereof preclude any other or further exercise of any other right hereunder.
9. Neither
party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent
of the other parties; provided, that in the event of the liquidation of the Sponsor (“Liquidation”),
the Sponsor may, after obtaining the consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), transfer
the Sponsor’s rights to any or all of the Total Founder Shares and its rights and obligations under this Agreement to its equity
holders so long as such members agree in writing to be bound by the terms of this Agreement that apply to the Sponsor hereunder and thereunder,
and each shall execute the Voting Proxy and provide such executed copy to the Company as a condition to such transfer. Any purported assignment
in violation of this Section 9 shall be void and ineffectual and shall not operate to transfer or assign any interest or title
to the purported assignee. This Agreement shall be binding on the undersigned parties and their respective successors and permitted assigns.
10. Any
notice, consent, or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent in the same manner as provided in Section 10.1 of the Business Combination
Agreement, with any notice to the Sponsor being to the same address as the Purchaser Representative therein.
11. This
Agreement shall be construed, interpreted, and enforced in a manner consistent with the provisions of the Business Combination Agreement.
The provisions set forth in Sections 10.2 through 10.8 and 10.10 through 10.13 of the Business Combination Agreement, as in effect as
of the date hereof, are hereby incorporated by reference into, and shall be deemed to apply to, this Agreement as if all references to
the “Agreement” in such sections were instead references to this Agreement, and the references therein to the “Parties”
were instead to the parties to this Agreement.
12. This
Agreement shall terminate at such time, if any, as the Business Combination Agreement
is terminated in accordance with its terms prior to the Closing, and upon such termination this Agreement shall be null and void and of
no effect whatsoever, and the parties hereto shall have no obligations under this Agreement.
{Remainder of Page Left Blank; Signature Page
Follows}
Please indicate your agreement to the foregoing
by signing in the space provided below.
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SPAC: |
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KEYARCH ACQUISITION CORPORATION |
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By: |
/s/ Dr. Kai Xiong |
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Name: |
Dr. Kai Xiong |
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Title: |
Authorized Signatory |
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The Company: |
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ZOOZ POWER LTD. |
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By: |
/s/ Avi Cohen |
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Name: |
Avi Cohen |
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Title: |
Chairman of Directors |
Accepted and agreed, effective as of the date first set forth above:
Sponsor: |
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KEYARCH GLOBAL SPONSOR LIMITED |
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By: |
/s/ Dr. Kai Xiong |
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Name: |
Dr. Kai Xiong |
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Title: |
Authorized Signatory |
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[Signature
Page to Sponsor Letter Agreement]
Exhibit A
IRREVOCABLE PROXY AND POWER OF ATTORNEY
Any capitalized terms used
but not defined in this Irrevocable Proxy and Power of Attorney will have the respective meanings ascribed thereto in the Agreement (as
defined below).
| 1. | In connection with that certain Letter Agreement, by and among Zooz Power Ltd., Keyarch Acquisition Corporation,
and Keyarch Global Sponsor Limited, dated as of July 30, 2023 (the “Agreement”), the undersigned hereby irrevocably
appoints the Chief Executive Officer of the Company or another executive officer of the Company designated by the board of directors of
the Company, with full power of substitution, as proxy for the undersigned, so long as the Sponsor Escrow Shares are required to be held
by the Escrow Agent, solely in accordance with the terms of Section 2 below and subject thereto (the “Proxy Holder”),
to: (i) cause the Sponsor Escrow Shares owned by the undersigned and held by the Escrow Agent, at any time and from time
to time while the Sponsor Escrow Shares are required to be held in the Sponsor Escrow Account by the Escrow Agent pursuant to the Agreement,
to be counted as present at any and all general, special or class meetings of the Company’s shareholders; (ii) represent
the undersigned and to vote in its name at any and all general, special or class meetings of the shareholders of the Company, however
called, in respect of the Sponsor Escrow Shares, in accordance with Section 2 below; (iii) sign and execute on the undersigned’s
behalf any written resolutions of the Company’s shareholders, or any class thereof, in respect of the Sponsor Escrow Shares, in
accordance with Section 2 below; and (iv) receive all notices and communications with respect to the above. |
| 2. | Notwithstanding anything herein to the contrary, so long as the Sponsor Escrow Shares are required to
be held in the Sponsor Escrow Account by the Escrow Agent in accordance with the Agreement, the Sponsor Escrow Shares to be voted under
this proxy shall be voted by the Proxy Holder in the same proportion as the votes of all other Company shareholders, present and voting
at the applicable meeting (either in person, by proxy, by voting card, by electronic voting, or by any other way permitted). |
| 3. | The undersigned hereby further authorizes and grants a power of attorney to the Proxy Holder with respect
to any Sponsor Escrow Shares in the Sponsor Escrow Account for as long such Sponsor Escrow Shares are required to be held in the Sponsor
Escrow Account by the Escrow Agent, to exercise the right, power and authority with respect to the Sponsor Escrow Shares set forth herein
without consultation with the undersigned and to receive all documents intended for shareholders with respect to such Sponsor Escrow Shares,
sign in the undersigned’s name and on its behalf any document with respect to the voting of such Sponsor Escrow Shares in as much
as the Holder Proxy shall reasonably deem it necessary or desirable to do so, all in accordance with and subject to the provisions of
Section 2 above. |
| 4. | This proxy shall be in full force and effect until the release of any Sponsor Escrow Shares from the Sponsor
Escrow Account in accordance with the terms of the Agreement and shall be irrevocable during such time. The expiration of this proxy shall
in no manner affect the validity of any document, affidavit, or approval which has been signed or given as aforesaid prior to the expiration
hereof and in accordance herewith. |
| | |
| 5. | As long as this proxy is in effect, any and all voting rights that the undersigned may have with respect
to any Sponsor Escrow Shares which are not required to be released from the Sponsor Escrow Account in accordance with the terms of the
Agreement shall be exercised exclusively by this proxy. The undersigned hereby revokes any proxy(ies) heretofore given in respect of the
Sponsor Escrow Shares to any person(s), so long as the Sponsor Escrow Shares are required to be held in the Sponsor Escrow Account by
the Escrow Agent, and agrees not to give any other proxies in derogation or to prevent the undersigned from complying with its obligations
hereof, until such time as this proxy is no longer in full force and effect. |
| | |
| 6. | The undersigned hereby confirms and undertakes that it shall not have, and hereby irrevocably waives,
any claim or demand against the Company and/or the Proxy Holder for any action taken or not taken by the Proxy Holder in accordance with
the provisions hereof. |
| | |
| 7. | The undersigned acknowledges and agrees that this proxy shall be irrevocable during the term hereof and
is a special power of attorney coupled with an interest sufficient in law to support an irrevocable power and shall survive the bankruptcy,
death, and adjudication of incompetence or the like of the undersigned. During the term hereof, this proxy shall survive any change in
the Proxy Holder (which may only be made with the Company’s prior written consent) until duly replaced by a similar power of attorney
executed by a newly appointed Proxy Holder. |
IN WITNESS WHEREOF,
the undersigned has executed this Irrevocable Proxy as of the date written below.
KEYARCH GLOBAL SPONSOR LIMITED |
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By: |
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Name: |
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Title: |
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8
Exhibit 10.7
SPONSOR SUPPORT AGREEMENT
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.
WHEREAS, concurrently with
the Parties’ execution and delivery of this Agreement, (i) SPAC, (ii) the Company, (iii) Zooz Power Cayman, a Cayman Islands exempted
company and a wholly owned subsidiary of the Company (“Merger Sub”), and (iv) the Sponsor, in the capacity as
the SPAC Representative thereunder (the “SPAC Representative”), are parties to that certain Business Combination
Agreement, dated as of July 30, 2023 (as it may be amended from time to time in accordance with the terms thereof, the “Business
Combination Agreement”), pursuant to which the parties thereto intend to effect the merger of Merger Sub with and into SPAC,
with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”);
WHEREAS, as of the date hereof,
Sponsor owns 2,875,000 shares of SPAC Class B Shares (all such shares of SPAC Class B Shares and SPAC Shares of which ownership of record
or the power to vote is hereafter acquired by Sponsor prior to the termination of this Agreement being referred to herein as the “Shares”);
and
WHEREAS, in order to induce
the Company and SPAC to enter into the Business Combination Agreement, Sponsor is executing and delivering this Agreement to the Company.
NOW, THEREFORE, in consideration
of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, Sponsor, the Company,
and SPAC hereby agree as follows:
1. Agreement
to Vote. Sponsor, with respect to the Shares, hereby unconditionally and irrevocably agrees (and unconditionally and irrevocably agrees
to execute such documents or certificates evidencing such agreement as SPAC and/or the Company may reasonably request in connection therewith)
to be present for and vote at the Extraordinary General Meeting and any meeting of the shareholders of SPAC (whether annual or special
and whether or not an adjourned or postponed meeting) or any class or series thereof, and in any action by written consent or resolutions
of the shareholders of SPAC, or to execute voting cards or voting in any other means, or powers of attorney or similar rights to vote,
or file with the SPAC Company any “position statement” to approve the Business Combination Agreement and any other ancillary
documents requiring shareholder approval the form of which is attached as an exhibit to the Business Combination Agreement on the date
of execution thereof or otherwise, all of the Shares (a) in favor of the approval and adoption of the Business Combination Agreement,
the transactions contemplated by the Business Combination Agreement and this Agreement in accordance with that certain letter agreement,
dated as of January 24, 2022, by and among SPAC, the Sponsor and certain directors and officers of the SPAC (the “Insider
Letter”), (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by
the Business Combination Agreement and considered and voted upon by the shareholders of SPAC (including the SPAC Shareholder Approval
Matters), (c) for the appointment, and designation of classes, of the members of the Post-Closing Board, (d) such other matters as the
Company and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Merger, (e) the adjournment
of any such meeting of the shareholders or any class or series thereof, if necessary or desirable in the reasonable determination of the
Company and the SPAC (f) against (i) any action, agreement or transaction (other than the Business Combination Agreement or the transactions
contemplated thereby) or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or
agreement of SPAC or Merger Sub under the Business Combination Agreement or that would reasonably be expected to result in the failure
of the transactions contemplated by the Business Combination Agreement from being consummated, (ii) any and all other proposals that could
reasonably be expected to materially delay or impair the ability of the SPAC or the Company to consummate the Merger, the Business Combination
Agreement or any of the transactions contemplated thereunder, or (iii) which are in competition with or materially inconsistent with the
Business Combination Agreement or any other action or proposal involving the SPAC or the Company that is intended, or would reasonably
be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated
under the Business Combination Agreement or would reasonably be expected to result in any of the conditions to the Closing under the Business
Combination Agreement not being fulfilled. Sponsor acknowledges receipt and review of a copy of the Business Combination Agreement. The
Sponsor hereby agrees that it shall not commit or agree to take any action inconsistent with the foregoing. In furtherance of, and without
limiting the generality of, the foregoing, the Sponsor hereby further agrees not to exercise any right to redeem any SPAC Shares for a
pro rata portion of the Trust Account. The obligations of the Sponsor hereunder shall apply whether or not the SPAC board of directors
or other governing body or any committee, subcommittee or subgroup thereof recommends approval of the Merger, and related transactions
to consummate the Merger, whether or not the SPAC board of directors or other governing body or any committee, subcommittee or subgroup
thereof changes, withdraws, withholds, qualifies or modifies, or publicly proposes to change, withdraw, withhold, qualify or modify, the
SPAC board of directors’ recommendation to its stockholders. Sponsor shall not except as contemplated by the Business Combination
Agreement or the Ancillary Documents, request that the SPAC add to the agenda of any general meeting of the shareholders relating to the
approval of the Merger, the Business Combination Agreement or any of the transactions contemplated under the Business Combination Agreement,
any proposal which contradicts or is otherwise inconsistent with the Merger, the Business Combination Agreement or any of the transactions
contemplated under the Business Combination Agreement or which is intended, or would reasonably be expected, to prevent, impede, interfere
with, delay, postpone or adversely affect in any material respect the transactions contemplated under the Business Combination Agreement
or would reasonably be expected to result in any of the conditions to the Closing under the Business Combination Agreement not being fulfilled.
2. Transfer
of Shares. Sponsor agrees that it shall not, directly or indirectly, except as otherwise contemplated pursuant to the Business Combination
Agreement and in accordance with the Insider Letter, (a) lend, offer, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, assign, transfer (including by operation of law), redeem, lien, pledge, distribute, dispose,
pledge, hypothecate, donate, establish or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and the rules
and regulations of the Securities and Exchange Commission promulgated thereunder, or otherwise dispose of or otherwise encumber any of
the Shares (each, a “transfer”) or enter into any contract, option, with respect to, or consent to, a transfer,
or otherwise agree to do any of the foregoing (unless the transferee agrees to be bound by this Agreement), (b) deposit any Shares into
a voting trust, enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent
with this Agreement, (c) enter into any contract, option (including the granting of any option, right or warrant to purchase) or other
arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of
law), redemption or other disposition of transfer of any Shares (unless the transferee agrees to be bound by this Agreement and the Company
has given its prior written consent to such transfer) or (d) take any action that would have the effect of preventing, disabling, impeding,
interfering with or adversely affecting Sponsor from performing its obligations hereunder.
3. Waiver.
Sponsor hereby waives (and agrees to execute such documents or certificates evidencing such waiver as SPAC and/or Company may reasonably
request) any adjustment to the conversion ratio set forth in the certificate of incorporation of SPAC of any other anti-dilution or similar
protection with respect to the SPAC Class B Shares and the SPAC Class A Shares (whether resulting from the transactions contemplated hereby,
by the Business Combination Agreement or Ancillary Document or by any other transaction consummated in connection with the transactions
contemplated hereby and thereby).
4. Compliance
with Business Combination Agreement. Sponsor further agrees that Sponsor shall use its commercially reasonable efforts to cooperate
with the SPAC and the Company to effect the Merger and the Transactions.
5.
Registration Statement; Company General Meeting Notice. Sponsor agrees to provide to the Company, SPAC and their respective Representatives
any information regarding Sponsor that is required for inclusion in the Registration Statement, in the Company General Meeting Notice,
the Israeli Prospectus (and any amendments or supplements to any of the foregoing, including to any correspondence with the SEC, NASDAQ,
ISA and/or TASE) or in any other filing that the Company and/or SPAC are required to furnish with the SEC, NASDAQ, ISA and/or TASE (including
all documents and schedules filed with the SEC, NASDAQ, ISA and/or TASE in connection with the foregoing).
6.
Publicity. Sponsor shall not issue any press release or otherwise make any public statements with respect to the transactions contemplated
under the Business Combination Agreement or the transactions contemplated herein without the prior written approval of SPAC and the Company.
Sponsor understands that, prior to the announcement by SPAC and the Company, the Business Combination Agreement and related agreements
and the transactions contemplated under the Business Combination Agreement and the terms thereof constitute material non-public information
and may not be used or disclosed by the Sponsor. Sponsor hereby authorizes SPAC and the Company to publish and disclose in any announcement
or disclosure required by the SEC, TASE, ISA or Nasdaq or the Registration Statement, the 1934 Act Registration Statement, in any general
meeting notice, in the Israeli Prospectus (and to any amendments or supplements to any of the foregoing, including to any correspondence
with the SEC, NASDAQ, ISA and/or TASE) or in any other filing that the Company and/or SPAC are required to furnish with the SEC, NASDAQ,
ISA and/or TASE (including all documents and schedules filed with the SEC, NASDAQ, ISA and/or TASE in connection with the foregoing),
Sponsor’s identity and ownership of the Shares and the nature of Sponsor’s commitments and agreements under this Agreement, the Business
Combination Agreement and any other ancillary documents.
7. Representations
and Warranties. Sponsor represents and warrants for and on behalf of itself to SPAC and the Company as follows:
(a) The
execution, delivery and performance by Sponsor of this Agreement and the consummation by Sponsor of the transactions contemplated hereby
do not and will not (i) conflict with or violate any Law or Order applicable to Sponsor, (ii) require any consent, approval or authorization
of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares
(other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the Organizational Documents of Sponsor)
or (iv) conflict with or result in a breach of or constitute a default under any provision of Sponsor’s Organizational Documents.
(b) Sponsor
owns of record and has good, valid and marketable title to the Shares free and clear of any Lien (other than pursuant to this Agreement
or transfer restrictions under applicable securities Laws or the Organizational Documents of Sponsor) and has the sole power (as currently
in effect) to vote and has the full right, power and authority to sell, transfer and deliver such Shares, and Sponsor does not own, directly
or indirectly, any other Shares.
(c) Sponsor
has the power, authority and capacity to execute, deliver and perform this Agreement, and this Agreement has been duly authorized, executed
and delivered by Sponsor.
(d) There
is no Legal Proceeding pending against the Sponsor before any arbitrator or any Governmental Entity, which in any manner challenges or
seeks to prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement.
(e) Except
as disclosed in Section 2.16 of the Business Combination Agreement, no financial advisor, investment banker, broker or finder is entitled
to any fee or commission in connection with the Business Combination Agreement or the Closing, in each case, based upon any agreement
or arrangement made by, or, to the knowledge of the Sponsor, on behalf of, the Sponsor for which SPAC or the Company or any of the Company’s
Subsidiaries would have any obligation.
(f) Except
as disclosed in the prospectus, dated January 26, 2022, filed in connection with SPAC’s initial public offering or any subsequent
SEC filings, neither the Sponsor nor any of its Affiliates is party to, or has any rights with respect to or arising from, any material
Contract with SPAC or any of its Subsidiaries.
(g) The
Sponsor understands and acknowledges that each of SPAC and the Company is entering into the Business Combination Agreement in reliance
upon the Sponsor’s execution and delivery of this Agreement.
8. Termination.
This Agreement and the obligations of Sponsor under this Agreement shall automatically terminate upon the earliest of: (a) the Effective
Time; (b) the termination of the Business Combination Agreement in accordance with its terms; or (c) the mutual agreement of the Company,
the Sponsor and SPAC. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under
this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of
this Agreement occurring prior to its termination. The termination of this Agreement shall not prevent any party hereunder from seeking
any remedies (at law or in equity) against another party hereto or relieve such party from liability for such party’s breach of,
or fraud committed in connection with, this Agreement prior to such termination. Notwithstanding anything to the contrary herein, the
provisions of this Section 8 shall survive the termination of this Agreement.
9. Miscellaneous.
(a) The
provisions set forth in each of Sections 10.13 (Counterparts), 10.12 (/Interpretation), 10.8 (Severability), 10.6
(Waiver of Jury Trial), 10.5 (Governing Law; Jurisdiction), and 10.4 (Arbitration) of the Business Combination Agreement
are incorporated herein by reference as if set forth herein, mutatis mutandis.
(b) Except
as otherwise provided herein or in the Business Combination Agreement or any Ancillary Document, all costs and expenses incurred in connection
with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or
not the transactions contemplated hereby are consummated.
(c) All
notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return
receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in
a notice given in accordance with this Section 10(c)):
If to SPAC or Sponsor, to:
Keyarch Acquisition Corporation
275 Madison Avenue, 39th Floor
New York, New York 10016
Attn: Kai Xiong
Email:
with copies to (which shall
not constitute notice) to:
Ellenoff Grossman &
Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
Matthew A. Gray, Esq.
Facsimile No.:
Telephone No.:
Email:
If to the Company, to:
Zooz Power Ltd.
Attn: Ruth Smadja
Facsimile No.:
Telephone No.:
Email:
with a copy to:
Shibolet & Co.
4 Yitzhak Sadeh St. Tel
Aviv 6777504
Attn: Ofer Ben-Yehuda
Telephone No.:
Email:
(d) If
any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy,
all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in
order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
(e) This
Agreement, the Business Combination Agreement, the Insider Letter and the Ancillary Documents constitute the entire agreement among the
parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger,
by operation of law or otherwise). This Agreement may not be amended or modified in any respect, except by a written agreement executed
by all of the parties hereto.
(f) This
Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied,
is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
(g) The
parties hereto agree that irreparable damage may occur in the event any provision of this Agreement was not performed in accordance with
the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at
law or in equity. Each of the parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable
relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at
law or an award of specific performance is not an appropriate remedy for any reason at law or equity. Any party seeking an injunction
or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with this Agreement when expressly available pursuant
to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such Order.
(h) Without
further consideration, each party shall use commercially reasonable efforts to execute and deliver or cause to be executed and delivered
such additional documents and instruments and take all such further action as may be reasonably necessary or desirable to consummate the
transactions contemplated by this Agreement.
(i) This
Agreement shall not be effective or binding upon Sponsor until such time as the Business Combination Agreement is executed by each of
the parties thereto.
(j) If,
and as often as, there are any changes in SPAC or the SPAC Common Stock by way of stock split, stock dividend, combination or reclassification,
or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment
shall be made to the provisions of this Agreement as may be required and are agreed upon by the parties so that the rights, privileges,
duties and obligations hereunder shall continue with respect to SPAC, Sponsor and the Shares as so changed.
(k) Confidentiality.
Without derogating from any other confidentiality obligation pursuant to any applicable agreement or law, or the provisions of Section
6 above the Sponsor (including its affiliates, directors, partners, officers, investors, employees and agents) agrees to retain in strict
confidence the existence and terms of this Agreement, the negotiations between the Company and SPAC, any information related to the Business
Combination Agreement and the Transactions and all non-public information related to the Company, the SPAC and the SPAC identity, and
further agrees that it will not disclose to any third party, or permit the use or disclosure to any third party of such information or
any information obtained from or revealed hereunder.
[Signature pages follow]
IN WITNESS WHEREOF, the parties
have executed this Agreement as of the date first written above.
|
SPAC: |
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KEYARCH ACQUISITION CORPORATION |
|
|
|
By: |
/s/ Dr. Kai Xiong |
|
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Name: |
Dr. Kai Xiong |
|
|
Title: |
Authorized Signatory |
|
The Company: |
|
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ZOOZ POWER LTD. |
|
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By: |
/s/ Avi Cohen |
|
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Name: |
Avi Cohen |
|
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Title: |
Chairman of Directors |
|
Sponsor: |
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KEYARCH GLOBAL SPONSOR LIMITED |
|
|
|
By: |
/s/ Dr. Kai Xiong |
|
|
Name: |
Dr. Kai Xiong |
|
|
Title: |
Authorized Signatory |
[Signature Page to Sponsor Support Agreement]
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