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):
February 9, 2024
Keyarch Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-41243 |
|
98-1600074 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(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:
| ☒ |
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) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
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 |
|
Trading Symbol(s) |
|
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 |
|
KYCHU |
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The Nasdaq Stock Market LLC |
| Class A Ordinary Shares included as part of the units |
|
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 |
|
KYCHW |
|
The Nasdaq Stock Market LLC |
| Rights to receive one-tenth of one Class A Ordinary Share included as part of the units |
|
KYCHWR |
|
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.
Amendment to Business
Combination Agreement
On February 9, 2024, Keyarch
Acquisition Corporation, a Cayman Islands exempted company (“Keyarch”), Zooz Power Ltd., an Israeli company
listed for trading on the Tel-Aviv Stock Exchange (“Zooz”), and Keyarch Global Sponsor Limited, a Cayman Islands
exempted company (the “Sponsor”), in the capacity as the SPAC Representative, entered into that certain Amendment
No. 1 to Business Combination Agreement (the “BCA Amendment”). The BCA Amendment amends certain provisions of
that certain Business Combination Agreement, dated as of July 30, 2023 (as amended by the BCA Amendment and as may be further amended,
restated and/or supplemented in accordance with its terms, the “Business Combination Agreement”), by and among
Keyarch, Zooz, the Sponsor, in the capacity as the SPAC Representative, and Zooz Power Cayman, a Cayman Islands exempted company and a
wholly owned subsidiary of Zooz. The transactions contemplated by the Business Combination are collectively referred to herein as the
“Business Combination”.
Pursuant to the BCA Amendment,
the “Outside Date” under the Business Combination Agreement, which is the date after which a party, in its discretion, can
elect to terminate the Business Combination Agreement for any or no reason, has been extended from December 31, 2023 to April 1, 2024.
The Business Combination Agreement
provides that, following the closing of the Business Combination (the “Closing”), up to an additional 4,000,000
ordinary shares of Zooz, par value NIS 0.00025 per share (“Zooz Ordinary Shares”), will be issuable to the Zooz
shareholders who were Zooz shareholders as of immediately prior to the Closing at a record date to be determined by Zooz (“Pre-Closing
Zooz Shareholders”) as earnout consideration, contingent on the achievement of certain earnout milestones based on the price
of the Zooz Ordinary Shares or Zooz’s gross revenue during the five-year period following the Closing. The BCA Amendment revises
certain triggers that govern when the earnout would be paid to Pre-Closing Zooz Shareholders. The second revenue milestone was changed
to $10 million over two consecutive fiscal quarters (following achievement of one of the first milestones) and the third revenue milestone
was changed to $15 million over two consecutive quarters (following achievement of one of the second milestones).
In addition, the BCA Amendment
adds a provision to the Business Combination Agreement that allows Zooz to raise financing prior to the Closing, so long as such financing
utilizes a valuation of Zooz at least equal to the $60,000,000 pre-money equity valuation of Zooz utilized in the Business Combination.
The BCA Amendment also clarifies
that only Zooz’s vested, in-the-money options will be included the merger consideration calculation, on a net exercise basis (while
Zooz’s unvested, in-the-money options will remain in effect but not affect the merger consideration calculation or number of shares
issued to Zooz shareholders in connection with the Business Combination).
Other than as expressly
modified pursuant to the BCA Amendment, the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report
on Form 8-K filed by Keyarch with the Securities and Exchange Commission (the “SEC”) on August 3, 2023, remains
in full force and effect. The foregoing description of the BCA Amendment does not purport to be complete and is subject to, and qualified
in its entirety by, the full text of the BCA Amendment, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and
which is incorporated herein by reference.
Amendment to Sponsor Letter Agreement
On February 9, 2024, in connection
with the execution of the BCA Amendment, Keyarch, the Sponsor and Zooz entered into an amendment (the “Sponsor Letter Amendment”)
to that certain letter agreement, dated as of July 30, 2023 (the “Sponsor Letter Agreement”), previously entered
into by those parties. The Sponsor Letter Amendment conforms certain provisions governing the release of certain of the Sponsor’s
Zooz Ordinary Shares that will be placed in escrow as of the Closing to the revised earnout provisions in BCA Amendment, as described
above.
Other than as expressly modified
pursuant to the Sponsor Letter Amendment, the Sponsor Letter Agreement, which was previously filed as Exhibit 10.6 to the Current Report
on Form 8-K filed by Keyarch with the Securities and the SEC on August 3, 2023, remains in full force and effect. The foregoing description
of the Sponsor Letter Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of
the Sponsor Letter Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is incorporated herein
by reference.
PIPE Investment—Subscription Agreements
On February 9, 2024, Keyarch
and Zooz entered into subscription agreements (collectively, the “Subscription Agreements”) with certain investors
(the “Subscribers”) to purchase 1,300,000 of Keyarch’s Class A ordinary shares, par value $0.0001 per
share (the “PIPE Shares”), at a price of $10.00 per share, for an aggregate purchase price of $13,000,000, in
a private placement to be consummated simultaneously with the closing of the Business Combination (the “PIPE Investment”).
The consummation of the transactions contemplated by the Subscription Agreements is conditioned on the substantially concurrent closing
of the Business Combination and other customary closing conditions. In addition, pursuant to the Subscription Agreement, Zooz agreed to
register the PIPE Shares and granted customary resale registration rights to the Subscribers.
The foregoing description
of the Subscription Agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the
form of Subscription Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and which is incorporated
herein by reference.
Item
3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above
under the heading “PIPE Investment—Subscription Agreements” in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference into this Item 3.02. The PIPE Shares to be issued to the Subscribers will not be registered under the Securities Act of 1933,
as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2)
of the Securities Act and/or Regulation D promulgated thereunder.
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 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 (collectively,
the “Transactions”) 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 (“ISA”),
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 Current Report on 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 federal securities laws. 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 (the “Company”) 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 Company following the Transactions, to maintain or list, as applicable, the Company’s shares on Nasdaq and TASE, including
the ability to meet stock exchange listing standards following the consummation of the proposed Transaction; (iv) costs related to the
Transactions; (v) the failure to satisfy the conditions to the consummation of the Transactions, including 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 Company following the Transactions (ix) the
ability of Zooz prior to the Transactions, and the 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 Company to compete
effectively in a highly competitive market; (xi) the ability to protect and enhance Zooz’s corporate reputation and brand; (xii)
the impact from future regulatory, judicial, and legislative changes to Zooz’s or the Company’s industry; (xiii) competition
from larger technology companies that have greater resources, technology, relationships and/or expertise; (xiv) future financial performance
of the Company following the Transactions, including the ability of future revenues to meet projected annual revenues; (xv) the ability
of the Company to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses; (xvi) the ability of the
Company to generate sufficient revenue from each of its revenue streams; (xvii) the ability of the Company’s patents and patent
applications to protect the Company’s core technologies from competitors; (xviii) the Company’s ability to manage its marketing
relationships and realize projected revenues from customers; (xix) the Company’s ability to meet its product and/or service sales
targets; (xx) the 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 Tel-Aviv Stock Exchange (“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. Keyarch and Zooz undertake no obligation to update forward-looking statements
to reflect events or circumstances after the date they were made whether as a result of new information, future events or otherwise, subject
to applicable law.
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 |
| |
|
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| 2.1 |
|
Amendment No. 1 to Business Combination Agreement, dated as of February 9, 2024, by and among Keyarch Acquisition Corporation, Zooz Power Cayman, Keyarch Global Sponsor Limited, and Zooz Power Ltd. |
| |
|
|
| 10.1 |
|
Amendment No. 1 to Sponsor Letter Agreement, dated as of February 9, 2024, by and among Keyarch Global Sponsor Limited, Keyarch Acquisition Corporation, and Zooz Power Ltd. |
| |
|
|
| 10.2 |
|
Form of Subscription Agreement by and among Keyarch Acquisition Company, Zooz Power Ltd., and the Subscribers party thereto. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
| |
|
|
| Dated: February 15, 2024 |
|
|
Exhibit 2.1
Execution Version
AMENDMENT
NO. 1 TO BUSINESS COMBINATION AGREEMENT
This AMENDMENT NO. 1 TO BUSINESS
COMBINATION AGREEMENT (this “Amendment”) is made and entered into as of February 9, 2024, by and among (i) Keyarch
Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd., an Israeli
company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company, in the
capacity as the SPAC Representative under the BCA (as defined herein). Capitalized terms used but not otherwise defined herein shall have
the respective meanings assigned to such terms in the BCA.
WHEREAS, the parties
hereto entered into that certain Business Combination Agreement, dated as of July 30, 2023 (the “Original Agreement”);
and
WHEREAS, in connection
with the transactions contemplated by the BCA, the parties hereto desire to amend the Original Agreement upon the terms and subject to
the conditions set forth herein (the Original Agreement, as amended pursuant to this Amendment and as may be further amended, supplemented,
modified and/or restated from time to time, the “BCA”).
NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:
1.
Amendments to the BCA.
1.1
Amendments to Earnout.
(a) Section
1.2(a) of the BCA is hereby deleted and replaced with the following:
“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 Earnout Milestone, each a “First Earnout Milestone”;
the date, if any, on which the First Earnout Milestone has been achieved is referred to herein as the “First Earnout Milestone
Achievement Date”) 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 (A) for any two consecutive fiscal quarters commencing with the first full fiscal quarter following the First Earnout Milestone
Achievement Date, the Gross Revenue is in the aggregate greater than or equal to ten million dollars ($10,000,000.00) (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 Earnout Milestone, each a “Second Earnout Milestone”; the date, if any, on which the Second Earnout
Milestone has been achieved is referred to herein as the “Second Earnout Milestone Achievement Date”) 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 (A) for any two consecutive fiscal quarters commencing with the first full fiscal quarter following the Second Earnout
Milestone Achievement Date, the Gross Revenue is in the aggregate greater than or equal to fifteen million dollars ($15,000,000.00) (the
“Third Revenue Earnout Milestone,” and with the First Revenue Earnout Milestone and Second Revenue Earnout 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 Earnout 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 Price Earnout 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 Price Earnout 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. 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) The
words “for any four quarter (out of five consecutive quarter) period during the Earnout Period” in clause (ii) of Section
1.2(b) of the BCA are hereby deleted and replaced with the words “for the applicable fiscal quarter(s) specified in Section 1.2(a)”.
1.2 Amendment
to Article V. Article V of the BCA shall be amended such that a new Section 5.32 shall be added to said Article V, which shall read
as follows:
“5.32 Permitted
Company Financing.
(a) Notwithstanding
anything in this Agreement (including Sections 5.2 (Conduct of Business of the Company and Merger Sub) and Section 5.8
(No Solicitation)) to the contrary, from January 1, 2024 until the earlier of (i) April 1, 2024 or (ii) the date on which the Registration
Statement has been publicly filed with the SEC (such date, the “Public Filing Date”), the Company shall be permitted
to enter into discussions, negotiate and enter into financing agreements and any related documents utilizing such instruments (including
convertible instruments) (any such agreements and documents, collectively, the “Company Equity Financing Agreements”)
with respect to the sale of the Company’s equity securities or any options, warrants, commitments, subscriptions or other similar
rights of any kind to acquire or sell any of the Company’s equity securities in a financing transaction designed to inject new financing
into the Company (a “Company Equity Financing Transaction”; and any securities issued in a Company Equity Financing
Transaction, collectively, “New Company Financing Securities”); provided, however, that without
the prior written consent of SPAC, the Company may not seek, discuss, negotiate, enter into agreements or consummate any Company Equity
Financing Transaction(s) (i) that utilizes or is based upon a pre-money equity valuation of the Company that is less than the $60,000,000
pre-money equity valuation of the Company utilized in the Transactions; (ii) in which any of the New Company Financing Securities are
securities convertible or exchangeable for other securities and would not automatically convert into Company Ordinary Shares as of the
Closing, implying an effective price per share or conversion price reflecting less than the $60,000,000 pre-money equity valuation of
the Company utilized in the Transactions; and/or (iii) that contains terms that could reasonably be expected to affect the Company’s
ability to consummate the Transactions or perform its obligations under this Agreement.
(b) In
connection with any Company Equity Financing Transaction, the Company shall, subject to any confidentiality obligations applicable to
the Company pursuant to applicable law or otherwise (including the Israeli Securities Law and the rules and regulations of the TASE),
(i) provide SPAC with prompt written notice if it negotiates or receives any offer for any potential Company Equity Financing Transaction,
(ii) provide SPAC with reasonably detailed information regarding any such potential Company Equity Financing Transaction and keep SPAC
reasonably apprised of the status thereof, (iii) provide SPAC with copies of any proposed Company Equity Financing Agreements reasonably
in advance of the execution thereof, and consult with SPAC and its advisors regarding such proposed Company Equity Financing Agreements
and reasonably consider in good faith any comments from SPAC or its advisors, and (iv) provide SPAC with any other information regarding
any Company Equity Financing Transaction that SPAC may reasonably request.
(c) If
the Public Filing Date does not occur on or before April 1, 2024, then, after such date and until the termination of this Agreement pursuant
to its terms, the Company shall only have obligations under the provisions of Section 5.8 of this Agreement with respect to an
Alternative Transaction that (x) is a public offering of the Company’s (or any successor entity’s) equity securities in the
United States, (y) will result in the Company’s (or any successor entity’s) securities being listed for trading or quotation
on a U.S. stock exchange or (z) is a transaction between the Company and another special purpose acquisition company listed for trading
on a U.S. stock exchange (any of the foregoing described in clauses (x), (y) or (z), a “Public Alternative Transaction”,
and any Alternative Transaction other than a Public Alternative Transaction, a “Non-Public Alternative Transaction”).
Notwithstanding the foregoing, the Company shall, subject to any confidentiality obligations applicable to the Company pursuant to applicable
law or otherwise (including the Israeli Securities Law and the rules and regulations of the TASE), (i) be required to notify SPAC promptly
if it directly or indirectly receives any inquiries, proposals or offers, requests for negotiations regarding any potential Non-Public
Alternative Transaction or requests for negotiations that could be reasonably expected to result in a Non-Public Alternative Transaction;
(ii) provide SPAC with reasonably detailed information regarding any request for non-public information relating to the Company or its
Affiliates in connection with any potential Non-Public Alternative Transaction; (iii) keep SPAC reasonably informed of the status of any
such proposals, offers, requests for information, discussions and negotiations regarding any potential Non-Public Alternative Transaction;
and (iv) not (A) enter into any definitive agreement or other similar agreement in furtherance of any potential Non-Public Alternative
Transaction, (B) make any public announcements regarding any potential Non-Public Alternative Transaction or (C) make any filings or submissions
with any Governmental Authorities with respect to any potential Non-Public Alternative Transaction, in any case of clauses (A) through
(C), without first terminating this Agreement in accordance with the provisions of Section 8.1 hereof.”
1.3 Amendment
to Outside Date. Clause (b) of Section 8.1 of the BCA is hereby deleted and replaced with the following:
“(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 April 1, 2024 (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;”
1.4 Amendment
to Definition of Continuing Company Options. The definition of “Continuing Company Options” in Section 11.1 of the BCA
is hereby amended and restated in its entirety as follows:
““Continuing
Company Options” means, collectively, the Outstanding ITM Company Options, outstanding unvested options to purchase Company
Ordinary Shares, the exercise price of which (after the Recapitalization) is lower than or equal to $10.00, and the Company Options set
forth on Schedule 11.1 as delivered by the Company to SPAC within five (5) Business Days following the date hereof.”
1.5 Amendment
to Definition of Outstanding ITM Company Options. The definition of “Outstanding ITM Company Options” in Section 11.1
of the BCA is hereby amended and restated in its entirety as follows:
““Outstanding
ITM Company Options” means outstanding vested 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
as delivered by the Company to SPAC within five (5) Business Days following the date hereof.”
2.
Miscellaneous.
2.1 No
Further Amendment. The parties hereto agree that all other provisions of the BCA shall, subject to the amendments set forth in Section
1 of this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in
accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term
or condition of the BCA or any of the documents referred to therein. This Amendment shall form an integral and inseparable part of the
BCA. From and after the date of this Amendment, each reference in the BCA to “this Agreement,” “hereof,” “hereunder”
or words of like import, and all references to the BCA in any and all agreements, instruments, documents, notes, certificates and other
writings of every kind of nature (other than in this Amendment or as otherwise expressly provided) will be deemed to mean the BCA, as
amended by this Amendment, whether or not this Amendment is expressly referenced.
2.2 Other
Terms. This Amendment shall be interpreted, construed, governed and enforced in a manner consistent with the Agreement. Without limiting
the foregoing, the provisions of Article X of the BCA are incorporated herein by reference and shall apply to the terms and provisions
of this Amendment and the Parties, mutatis mutandis.
{Remainder of page intentionally
left blank. Signature page follows.}
IN WITNESS WHEREOF,
the parties hereto have executed this Amendment No. 1 to Business Combination Agreement as of the date first written above.
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SPAC: |
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KEYARCH ACQUISITION CORPORATION |
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|
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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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|
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The SPAC Representative: |
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|
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KEYARCH GLOBAL SPONSOR LIMITED,
solely in the capacity as the SPAC Representative hereunder |
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|
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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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|
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The Company: |
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|
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ZOOZ POWER LTD. |
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|
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By: |
/s/ Avi Cohen |
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|
Name: |
Avi Cohen |
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|
Title: |
Executive Chairman |
{Signature Page to Amendment No. 1 to Business
Combination Agreement}
Exhibit 10.1
AMENDMENT NO. 1 TO LETTER AGREEMENT
This Amendment No. 1 (this
“Amendment”), dated as of February 9, 2024, to the Letter Agreement (as defined below) is entered into by and
among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (ii) Zooz Power Ltd.,
an Israeli company (the “Company”), and (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company
(the “Sponsor”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to
them in the Letter Agreement.
WHEREAS, reference
is made to that certain Business Combination Agreement (as the same is amended, supplemented or modified from time to time, the “BCA”),
dated as of July 30, 2023, by and among SPAC, the Company, Zooz Power Cayman, a Cayman Islands exempted company and a wholly-owned subsidiary
of the Company, and the Sponsor, in the capacity as the SPAC Representative thereunder;
WHEREAS, SPAC, the
Company and the Sponsor are parties to that certain Sponsor Letter Agreement, dated as of July 30, 2023 (the “Letter Agreement”);
WHEREAS, the parties
hereto desire to amend the Letter Agreement as set forth herein; and
WHEREAS, Section 8
of the Letter Agreement provides that the Letter Agreement may be amended by a written instrument executed by all parties thereto.
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1.
Amendments. The second full paragraph of Section 6 of the Letter Agreement is hereby deleted and replaced with the following:
“For the avoidance
of doubt, in the event the Company meets at the same measurement period the Price Earnout 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 Price Earnout 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.”
2.
Miscellaneous. Except as expressly provided in this Amendment, all of the terms and provisions in the Letter Agreement
are and shall remain unchanged and 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 Letter Agreement, or any other right,
remedy, power or privilege of any party, except as expressly set forth herein. Any reference to the Letter Agreement in the Letter Agreement
or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the
Letter Agreement, as amended by this Amendment (or as the Letter Agreement may be further amended or modified after the date hereof in
accordance with the terms thereof). The Letter Agreement, as amended by this Amendment, and the BCA and the documents or instruments
attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the parties with respect to the
subject matter of the Letter Agreement, and supersedes all prior agreements and understandings, both oral and written, between the parties
with respect to its subject matter. This Amendment shall be construed, interpreted, governed and enforced in a manner consistent with
the provisions of the BCA. In the event of any conflict between the terms of the Letter Agreement, as amended by this Amendment, and
the BCA, the terms of the BCA shall govern. The Letter Agreement 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 or the transactions contemplated hereby. The
Letter Agreement may not be changed, amended or modified, except by a written instrument executed by all parties hereto, and no provision
thereof may be waived, except in writing signed by the party against whom enforcement of such provision is sought. No party hereto may
assign either the Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the
other parties, and any purported assignment in violation of this provision shall be void and ineffectual and shall not operate to transfer
or assign any interest or title to the purported assignee. Nothing in this Amendment, 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. The provisions set
forth in Sections 10.2 through 10.8 and 10.10 through 10.13 of the BCA, as in effect as of the date hereof, are hereby incorporated by
reference into, and shall be deemed to apply to, this Amendment as if all references to the “Agreement” in such sections
were instead references to this Amendment, and the references therein to the “Parties” were instead to the parties to this
Amendment, mutatis mutandis. Notwithstanding anything to the contrary contained herein, in the event that the BCA is terminated
in accordance with its terms prior to the Closing, this Amendment shall automatically terminate and become null and void, and the parties
shall not have any rights or obligations hereunder.
[Remainder of page intentionally left blank.
Signature page follows.]
IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the Effective Date.
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SPAC: |
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|
| |
KEYARCH ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Dr. Kai Xiong |
| |
|
Name: |
Dr. Kai Xiong |
| |
|
Title: |
Authorized Signatory |
| |
The Company: |
| |
|
| |
ZOOZ POWER LTD. |
| |
|
| |
By: |
/s/ Avi Cohen |
| |
|
Name: |
Avi Cohen |
| |
|
Title: |
Chairman of Directors |
| |
The Sponsor: |
| |
|
| |
KEYARCH GLOBAL SPONSOR LIMITED |
| |
|
| |
By: |
/s/ Dr. Kai Xiong |
| |
|
Name: |
Dr. Kai Xiong |
| |
|
Title: |
Authorized Signatory |
{Signature Page to Amendment No. 1 to Letter
Agreement}
3
Exhibit 10.2
SUBSCRIPTION
AGREEMENT
February
9, 2024
Keyarch
Acquisition Corporation
275
Madison Avenue, 39th Floor
New
York, New York 10016
Attn:
Kai Xiong, Chief Executive Officer
Zooz
Power Ltd.
13
Hamelacha St., Lod 7152025, Israel
Attn:
Boaz Weizer, Chief Executive Officer
Ladies
and Gentlemen:
In
connection with the proposed business combination transaction (the “Transaction”) between Keyarch Acquisition
Corporation, a Cayman Islands exempted company (“KAC”), and Zooz Power Ltd., an Israeli corporation (“ZOOZ”),
pursuant to that certain Business Combination Agreement, dated as of July 30, 2023 (as it may be amended, restated and/or supplemented
from time to time in accordance with its terms, the “Transaction Agreement”), by and among KAC, ZOOZ, Zooz
Power Cayman, a Cayman Islands exempted company and a wholly-owned subsidiary of ZOOZ (“Merger Sub”), and certain
other parties named therein, KAC is seeking commitments to purchase Class A ordinary shares, par value $0.0001 per share, of KAC (the
“Class A Shares”), for a purchase price of $10.00 per share (the “Purchase Price”),
in a private placement to be conducted by KAC (the “Offering”). Pursuant to the Transaction Agreement, upon
the consummation of the transactions contemplated by the Transaction Agreement (the “Transaction Closing”),
among other things, (a) Merger Sub shall merge with and into KAC, with KAC continuing as the surviving entity and a wholly-owned subsidiary
of ZOOZ, and (b) each Class A Share and Class B ordinary share of KAC issued and outstanding immediately prior to the effective time
of the merger shall no longer be outstanding and shall automatically be cancelled in exchange for the right of the holder thereof to
receive merger consideration consisting of ordinary shares of ZOOZ (“ZOOZ Shares”), all upon the terms and
subject to the conditions set forth in the Transaction Agreement and in accordance with applicable law. In connection with the Transaction,
and in consideration of the agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the undersigned subscriber (the “Subscriber”), KAC and ZOOZ agree in this subscription
agreement (this “Subscription Agreement”) as follows:
1.
Subscription.
(a)
As of the date written above, the Subscriber hereby irrevocably subscribes for and agrees to purchase from KAC, and KAC irrevocably agrees
to sell to the Subscriber, such number of Class A Shares as is set forth on the signature page of this Subscription Agreement. The Class
A Shares, together with any equity securities of ZOOZ that may be issued in exchange therefor in connection with the Transaction (the
“Consideration Shares”), are collectively referred to herein as the “Shares”. The
Subscriber agrees to purchase the Shares at the Purchase Price per Share and on the terms provided for herein.
(b)
Notwithstanding anything to the contrary contained in this Subscription Agreement, if, after the date of this Subscription Agreement,
the Subscriber has acquired or hereafter acquires ownership of Class A Shares in the open market or in privately negotiated transactions
with third parties (along with any related rights to redeem or convert such Class A Shares in connection with any redemption conducted
by KAC in accordance with KAC’s organizational documents and the IPO Prospectus (as defined below) in conjunction with the Transaction
Closing (the “Closing Redemption”) or in conjunction with an amendment of KAC’s organizational documents
to extend its deadline to consummate its Business Combination (as defined below) (an “Extension Redemption”,
and the Closing Redemption or any Extension Redemption, a “Redemption”)) prior to KAC’s meeting of shareholders
to approve the Transaction (the “Transaction Meeting”) and the Subscriber does not redeem or convert such Class
A Shares in connection with any Redemption (including revoking any prior redemption or conversion elections made with respect to such
Class A Shares) (such Class A Shares, “Non-Redeemed Shares”), the number of Shares for which the Subscriber
is obligated and has the right to purchase under this Subscription Agreement shall be reduced by the number of Non-Redeemed Shares; provided,
that promptly upon KAC’s request, the Subscriber will provide KAC with documentary evidence reasonably requested by KAC to evidence
such Non-Redeemed Shares.
2.
Closing; Issuance and Delivery of Shares.
(a)
The closing of the sale of Shares contemplated hereby (the “Closing”, and the date that the Closing actually
occurs, the “Closing Date”) shall occur after the satisfaction (or waiver) of the conditions to the Closing
set forth in Section 3 below. Subject to the foregoing, the Closing shall occur on the date of, and immediately prior to, the
Transaction Closing.
(b)
KAC shall provide written notice (which may be given via e-mail) to the Subscriber (the “Closing Notice”) that
KAC reasonably expects the Transaction Closing to occur on a date specified in the notice (the “Scheduled Closing Date”)
that is not less than five (5) business days from the date of the Closing Notice, which Closing Notice shall contain KAC’s wire
instructions for an escrow account (the “Escrow Account”) established by KAC with a third party escrow agent
(the “Escrow Agent”) to be identified in the Closing Notice. At least two (2) business days prior to the Scheduled
Closing Date (unless otherwise agreed to in writing by KAC), the Subscriber shall deliver to the Escrow Account the aggregate Purchase
Price for the Shares subscribed (the “Aggregate Purchase Price”) by wire transfer of U.S. dollars in immediately
available funds. The wire transfer shall identify the Subscriber and, unless otherwise agreed by KAC and the Escrow Agent, the funds
shall be wired from an account in the Subscriber’s name. Upon the Closing, KAC shall provide instructions to the Escrow Agent to
release the funds in the Escrow Account to KAC against the issuance to the Subscriber of the Shares, free and clear of any liens or other
restrictions whatsoever (other than those arising under state or federal securities laws or those incurred by Subscriber), in book-entry
form as set forth in Section 2(c) below.
(c)
Promptly after the Closing, KAC (or, after the Closing, ZOOZ) shall deliver (or cause the delivery of) the Shares to the Subscriber in
book-entry form with restrictive legends in the amount as set forth on the signature page hereto or to a custodian designated in writing
by the Subscriber, as applicable, as indicated below.
(d)
The failure of the Closing to occur on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve
any party of any of its obligations hereunder, and any such termination will occur solely pursuant to Section 8 below. If (i)
this Subscription Agreement is terminated prior to the Closing or (ii) the Closing Date does not occur within three (3) business days
after the Scheduled Closing Date specified in the Closing Notice, and, in either case, and any funds have already been sent by the Subscriber
to the Escrow Account, KAC shall or shall instruct the Escrow Agent to promptly (but not later than five (5) business days after the
Scheduled Closing Date specified in the Closing Notice), return the funds delivered by the Subscriber for payment of the Shares by wire
transfer in immediately available funds to the account specified in writing by Subscriber (provided, that the failure of the Closing
Date to occur within such three (3) business day period and the return of the relevant funds shall not relieve Subscriber from its obligations
under this Subscription Agreement for a subsequently rescheduled Closing Date determined by KAC in good faith).
(e)
Simultaneously with the execution and delivery of this Subscription Agreement, the Subscriber shall deliver to KAC and ZOOZ a duly completed
and executed U.S. Internal Revenue Service Form W-9 or appropriate Form W-8.
3.
Closing Conditions. In addition to the condition set forth in the first sentence of Section 2(a) above:
(a)
The Closing is subject to the satisfaction, or valid waiver by each of KAC, ZOOZ and the Subscriber, of the conditions that, on the Closing
Date:
(i)
no suspension of the qualification of the Shares for offering or sale or trading in any jurisdiction, or initiation or threatening of
any proceedings for any of such purposes, shall have occurred (other than any such suspension with respect to the Shares in connection
with the Transaction Closing if, as part of the Transaction, ZOOZ Shares are expected to be admitted to trading);
(ii)
no governmental authority of competent jurisdiction with respect to the sale of the Shares shall have enacted, rendered, issued, promulgated,
enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect
and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining or prohibiting consummation
of the transactions contemplated hereby; and
(iii)
all material conditions precedent to the Transaction Closing set forth in the Transaction Agreement shall have been satisfied (as determined
in good faith by the parties to the Transaction Agreement) or waived by the parties thereto in accordance with the requirements of the
Transaction Agreement (other than those conditions which, by their nature, are to be satisfied at the Transaction Closing).
(b)
The obligations of KAC to consummate the Closing are also subject to the satisfaction or valid waiver by KAC and ZOOZ of the additional
conditions that, on the Closing Date:
(i)
all representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall
be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date,
which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality,
which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall
constitute a reaffirmation by the Subscriber of each of the representations, warranties and agreements of the Subscriber contained in
this Subscription Agreement as of the Closing Date; and
(ii)
the Subscriber shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required
by this Subscription Agreement to be performed, satisfied or complied with by the Subscriber at or prior to Closing.
(c)
The obligations of the Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by the Subscriber of
the additional conditions that, on the Closing Date:
(i)
all representations and warranties of KAC and ZOOZ contained in this Subscription Agreement shall be true and correct in all material
respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations
and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made
as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified
as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such
date), and consummation of the Closing, shall constitute a reaffirmation by KAC and ZOOZ of each of the representations, warranties and
agreements of KAC and ZOOZ contained in this Subscription Agreement as of the Closing Date;
(ii)
KAC shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this
Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing;
(iii)
the Zooz Shares shall have been approved for listing on the Nasdaq Capital Market (or other Nasdaq U.S. market tier) (“Nasdaq”)
(or, at the election of KAC and ZOOZ, the New York Stock Exchange (“NYSE”)), subject to official notice of
issuance;
(iv)
the terms of the Transaction Agreement (including the conditions thereto) shall not have been amended, modified or waived in a manner
that would reasonably be expected to be materially adverse to the economic benefits that Subscriber (in its capacity as such) would reasonably
expect to receive under this Subscription Agreement without the written consent of Subscriber; and
(v)
there shall have been no amendment, waiver or modification to any other subscription agreements entered into in connection with the Offering
contemplated hereby (the “Other Subscription Agreements”) that materially benefits the subscriber thereunder
(an “Other Subscriber”) unless the Subscriber has been offered the substantially similar benefits (excluding
Strategic Arrangements (as defined below)).
4.
KAC Representations and Warranties. KAC represents and warrants to the Subscriber that:
(a)
KAC is an exempted company duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. KAC has the
corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into,
deliver and perform its obligations under this Subscription Agreement. This Subscription Agreement has been duly authorized, executed
and delivered by KAC and is enforceable against KAC in accordance with its terms, except as may be limited or otherwise affected by (i)
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors
generally, and (ii) principles of equity, whether considered at law or equity.
(b)
The Shares have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the
terms of this Subscription Agreement, the Shares will be free and clear of any liens or other restrictions whatsoever (other than any
liens or restrictions created by Subscriber or imposed by applicable securities laws) in accordance with the terms of this Subscription
Agreement, and will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any
preemptive or similar rights created under KAC’s organizational documents or applicable law.
(c)
Assuming the accuracy of the Subscriber’s representations and warranties in Section 6, the execution, delivery and performance
of this Subscription Agreement and the consummation by KAC of the transactions that are the subject of this Subscription Agreement (including
the issuance and sale of the Shares) in compliance herewith will be done in accordance with the rules of Nasdaq (or NYSE, as applicable)
and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of, or constitute
a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets
of KAC or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or
any other agreement or instrument to which KAC or any of its subsidiaries is a party or by which KAC or any of its subsidiaries is bound
or to which any of the property or assets of KAC is subject, which would have a Material Adverse Effect on KAC or materially affect the
validity of the Shares or the legal authority or ability of KAC to perform in all material respects its obligations under this Subscription
Agreement; (ii) any material violation of the provisions of the organizational documents of KAC; or (iii) any violation of any statute
or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over
KAC or any of its properties that would have a Material Adverse Effect. For purposes of this Subscription Agreement, a “Material
Adverse Effect” with respect to any person means a material adverse effect on the business, properties, financial condition,
shareholders’ equity or results of operations of such person.
(d)
KAC has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person
to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by
this Subscription Agreement for which the Subscriber could become liable (it being understood that the Subscriber shall effectively bear
its pro rata share of any such expense indirectly as a result of its investment in KAC). KAC is not aware of any person that has been
or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Class A Shares
in the Offering.
(e)
KAC is not, and immediately after receipt of payment for the Shares, will not be, an “investment company” within the meaning
of the Investment Company Act of 1940, as amended.
(f)
Assuming the accuracy of the Subscriber’s representations and warranties set forth in Section 6, in connection with the
offer, sale and delivery of the Shares in the manner contemplated by this Subscription Agreement, it is not necessary to register the
Shares under the Securities Act of 1933, as amended (the “Securities Act”).
(g)
KAC has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), including pursuant to Section 13(a) or 15(d) thereof, since its initial public offering (the “IPO”)
(such reports, together with any materials filed or furnished thereafter by KAC under the Exchange Act, whether or not any such reports
were required, the “SEC Reports”). As of their respective dates (or, if amended or superseded by a filing prior
to the Closing Date, then on the date of such filing), the SEC Reports filed by KAC complied in all material respects with the requirements
of the Securities Act and the Exchange Act and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”)
promulgated thereunder, and none of the SEC Reports, when filed (or, if amended or superseded by a filing prior to the Closing Date,
then on the date of such filing) by KAC, contained any untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made,
not misleading. The financial statements of KAC included in the SEC Reports comply in all material respects with applicable accounting
requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or, if amended or superseded
by a filing prior to the Closing Date, then on the date of such filing). Such financial statements (excluding, for the avoidance of doubt,
any pro forma financial statements which include the financial information of ZOOZ) have been prepared in accordance with U.S. generally
accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as
may be otherwise specified in such financial statements, the notes thereto and except that unaudited financial statements may not contain
all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the consolidated
financial position of KAC and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows
for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
(h)
Other than the Other Subscription Agreements and the Transaction Agreement, KAC has not entered into any side letter or similar agreement
with any Other Subscriber in connection with such Other Subscriber’s investment in KAC. No Other Subscription Agreement includes
terms and conditions that are materially more advantageous to any such Other Subscriber than the Subscriber hereunder, unless the Subscriber
has been offered the substantially similar benefits, and such Other Subscription Agreements have not been amended or modified in any
material respect following the date of this Subscription Agreement unless the Subscriber has been offered a substantially similar amendment.
For the avoidance of doubt, the foregoing shall exclude any commercial arrangements entered into by KAC or ZOOZ with Other Subscribers
that have executed Other Subscription Agreements and that KAC or ZOOZ has determined are strategic investors (“Strategic
Arrangements”).
(i)
Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect on KAC or materially affect the validity of the Shares or the legal authority or ability of KAC to perform in all material respects
its obligations under this Subscription Agreement, as of the date hereof, there is no (i) action, suit, claim or other proceeding by
or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over KAC, pending,
or, to the knowledge of KAC, threatened in writing against KAC, or (ii) judgment, decree, injunction, ruling or order of any governmental
entity or arbitrator outstanding against KAC.
(j)
KAC is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Shares (other than (i) filings
with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with Section 7,
(iv) consents required for the consummation of the transactions contemplated by the Transaction Agreement, (v) those required by the
Nasdaq (or if applicable, NYSE), including with respect to obtaining approval of KAC’s shareholders, (vi) filings pursuant to applicable
antitrust laws, and (vii) consents or other approvals, waivers or authorizations required for the consummation of the transactions contemplated
by this Subscription Agreement that KAC reasonably expects to receive on or prior to the Closing), in each case, the failure of which
to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on KAC or materially
affect the validity of the Shares or the legal authority or ability of KAC to perform in all material respects its obligations under
this Subscription Agreement.
(k)
KAC understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Subscriber.
5.
ZOOZ Representations and Warranties. ZOOZ represents and warrants to the Subscriber that:
(a)
ZOOZ is a company duly organized, validly existing under the Israeli Companies Law, 5759-1999 and is not categorized as a “Company
in Breach” (חברה מפרה) with the Israeli Registrar of Companies. ZOOZ has the corporate
power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver
and perform its obligations under this Subscription Agreement. ZOOZ has all requisite corporate power and authority to execute and deliver
this Subscription Agreement and the once authorized, this Subscription Agreement will be enforceable against ZOOZ in accordance with
its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or
equity.
(b)
ZOOZ has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person
to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by
this Subscription Agreement for which the Subscriber could become liable.
(c)
Assuming the accuracy of the Subscriber’s representations and warranties in Section 6, the execution, delivery and performance
of this Subscription Agreement and the consummation by ZOOZ of the transactions that are the subject of this Subscription Agreement (including
the issuance and sale of the Shares) in compliance herewith will be done in accordance with the rules of Nasdaq (or NYSE, as applicable)
and none of the foregoing will result in (i) a material breach or material violation of any of the terms or provisions of, or constitute
a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets
of ZOOZ or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or
any other agreement or instrument to which ZOOZ or any of its subsidiaries is a party or by which ZOOZ or any of its subsidiaries is
bound or to which any of the property or assets of ZOOZ is subject, which would have a Material Adverse Effect on ZOOZ or materially
affect the validity of the Shares or the legal authority or ability of ZOOZ to perform in all material respects its obligations under
this Subscription Agreement; (ii) any material violation of the provisions of the organizational documents of ZOOZ; or (iii) any violation
of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction
over ZOOZ or any of its properties that would have a Material Adverse Effect.
(d)
Other than the Other Subscription Agreements and the Transaction Agreement, ZOOZ has not entered into any side letter or similar agreement
with any Other Subscriber in connection with such Other Subscriber’s investment in KAC or ZOOZ.
(e)
Except for such matters as have not had and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse
Effect on ZOOZ or materially affect the validity of the Shares or the legal authority or ability of ZOOZ to perform in all material respects
its obligations under this Subscription Agreement, as of the date hereof, there is no (i) action, suit, claim or other proceeding by
or before any governmental or other regulatory or self-regulatory agency, entity or body with authority or jurisdiction over ZOOZ, pending,
or, to the knowledge of ZOOZ, threatened in writing against ZOOZ, or (ii) judgment, decree, injunction, ruling or order of any governmental
entity or arbitrator outstanding against ZOOZ.
(f)
ZOOZ is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance of this Subscription Agreement, including the issuance of the Shares (other than (i) consents
of, and filings required by, the SEC and the Tel Aviv Stock Exchange, (ii) filings required by applicable state securities laws, (iii)
the filings required in accordance with Section 7, (iv) consents required for the consummation of the transactions contemplated
by the Transaction Agreement, (v) those required by the Nasdaq (or if applicable, NYSE), (vi) filings pursuant to applicable antitrust
laws, and (vii) consents or other approvals, waivers or authorizations required for the consummation of the transactions contemplated
by this Subscription Agreement that ZOOZ reasonably expects to receive on or prior to the Closing), in each case, the failure of which
to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on ZOOZ or materially
affect the validity of the Shares or the legal authority or ability of ZOOZ to perform in all material respects its obligations under
this Subscription Agreement.
(g)
ZOOZ understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Subscriber.
6.
Subscriber Representations, Warranties and Covenants. The Subscriber represents and warrants to KAC and ZOOZ that:
(a)
The Subscriber is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and, accordingly,
represents the applicable additional matters under clause (i) or (ii) below:
(i)
Applicable to U.S. investors: At the time the Subscriber was offered the Shares, it was, and as of the date hereof, the Subscriber
is (x) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited
investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached
as Exhibit A hereto, and (y) is acquiring the Shares only for its own account and not for the account of others, and not on behalf
of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the
Securities Act. The Subscriber is not an entity formed for the specific purpose of acquiring the Shares.
(ii)
Applicable to non-U.S. investors: The Subscriber understands that the sale of the Shares is made pursuant to and in reliance upon
Regulation S promulgated under the Securities Act (“Regulation S”). The Subscriber is not a U.S. Person (as
defined in Regulation S), it is acquiring the Shares in an offshore transaction in reliance on Regulation S, and it has received all
the information that it considers necessary and appropriate to decide whether to acquire the Shares hereunder. The Subscriber is not
relying on any statements or representations made in connection with the transactions contemplated hereby other than representations
contained in this Subscription Agreement. The Subscriber understands and agrees that Securities sold pursuant to Regulation S may be
subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein.
(b)
The Subscriber understands that the Shares are being offered in a transaction not involving any public offering within the meaning of
the Securities Act and that the Shares issued at the Closing have not been registered under the Securities Act. The Subscriber understands
that the Shares may not be resold, transferred, pledged or otherwise disposed of by the Subscriber absent an effective registration statement
under the Securities Act except (i) to KAC (or, after the Transaction Closing, ZOOZ) or a subsidiary thereof, (ii) to non-U.S. persons
pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act or (iii)
pursuant to another applicable exemption from the registration requirements of the Securities Act, and, in each of cases (i) and (iii),
in accordance with any applicable securities laws of the states and other jurisdictions of the United States, and that any certificates
(if any) or any book-entry shares representing the Shares issued at the Closing shall contain a legend or restrictive notation to such
effect. The Subscriber acknowledges that the Shares will not be eligible for resale pursuant to Rule 144A promulgated under the Securities
Act. The Subscriber understands and agrees that the Shares, until registered under an effective registration statement, will be subject
to transfer restrictions and, as a result of these transfer restrictions, the Subscriber may not be able to readily resell the Shares
and may be required to bear the financial risk of an investment in the Shares for an indefinite period of time. The Subscriber understands
that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Shares.
(c)
The Subscriber understands and agrees that the Subscriber is purchasing Shares directly from KAC. The Subscriber further acknowledges
that there have been no representations, warranties, covenants and agreements made to the Subscriber by KAC, ZOOZ, or any of their respective
officers or directors, or any other person, expressly (other than those representations, warranties, covenants and agreements included
in this Subscription Agreement) or by implication. Except for the representations, warranties and agreements of KAC and ZOOZ expressly
set forth in this Subscription Agreement, the Subscriber is relying exclusively on its own sources of information, investment analysis
and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Shares and the business,
condition (financial and otherwise), management, operations, properties and prospects of KAC and ZOOZ, including all business, legal,
regulatory, accounting, credit and tax matters.
(d)
The Subscriber acknowledges and agrees that the Subscriber has received such information as the Subscriber deems necessary in order to
make an investment decision with respect to the Shares. Without limiting the generality of the foregoing, the Subscriber acknowledges
that it has received and carefully reviewed the following items (collectively, the “Disclosure Documents”):
(i) the final prospectus of KAC, dated as of April 8, 2021, and filed with the SEC (file No. 333-261500) on January 26, 2022 (the “IPO
Prospectus”), (ii) each filing made by KAC with the SEC following the filing of the IPO Prospectus through the date of
this Subscription Agreement, and (iii) the Transaction Agreement, a copy of which has be filed by KAC with the SEC. The Subscriber understands
the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction
Closing. The Subscriber represents and agrees that the Subscriber and the Subscriber’s professional advisor(s), if any, have had
the full opportunity to ask KAC’s and ZOOZ’s management questions, receive such answers and obtain such information as the
Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect
to the Shares. The Subscriber has conducted its own investigation of KAC, ZOOZ and the Shares and the Subscriber has made its own assessment
and have satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Shares. The
Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes
to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the
Transaction, shall in no way affect the Subscriber’s obligation to purchase the Shares hereunder, except as otherwise provided
herein.
(e)
The Subscriber became aware of the Offering of the Shares solely by means of direct contact between the Subscriber and KAC, ZOOZ or a
representative of KAC, ZOOZ, and the Shares were offered to the Subscriber solely by direct contact between the Subscriber and KAC, ZOOZ,
or a representative of KAC or ZOOZ. The Subscriber acknowledges that KAC represents and warrants that the Shares (i) were not offered
by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under,
or in a distribution in violation of, the Securities Act, or any state securities laws. The Subscriber has a substantive pre-existing
relationship with KAC or ZOOZ or their respective affiliates. Neither the Subscriber, nor any of its directors, officers, employees,
agents, equity holders or partners has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged
in any general solicitation, or (ii) published any advertisement in connection with the Offering.
(f)
The Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including
those set forth in the Disclosure Documents and in KAC’s filings with the SEC. The Subscriber is able to fend for itself in the
transactions contemplated herein and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of an investment in the Shares, and the Subscriber has sought such accounting, legal and tax advice as the Subscriber
has considered necessary to make an informed investment decision. The Subscriber (i) is a sophisticated investor, experienced in investing
in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions
and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating the Subscriber’s
participation in the purchase of the Shares. The Subscriber has determined based on its own independent review and such professional
advice as it deems appropriate that its purchase of the Shares and participation in the Offering (i) are fully consistent with the Subscriber’s
financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions
applicable to the Subscriber, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate
or constitute a default under the Subscriber’s organizational documents or under any law, rule, regulation, agreement or other
obligation by which the Subscriber is bound and (v) are a fit, proper and suitable investment for the Subscriber, notwithstanding the
substantial risks inherent in investing in or holding the Shares.
(g)
Alone, or together with any professional advisor(s), the Subscriber has adequately analyzed and fully considered the risks of an investment
in the Shares and determined that the Shares are a suitable investment for the Subscriber and that the Subscriber is able at this time
and in the foreseeable future to bear the economic risk of a total loss of the Subscriber’s investment in KAC (and after the Transaction
Closing, ZOOZ). The Subscriber acknowledges specifically that a possibility of total loss of the Aggregate Purchase Price exists.
(h)
In making its decision to purchase the Shares, the Subscriber has relied solely upon independent investigation made by the Subscriber
and the representations and warranties of KAC and ZOOZ set forth herein. The Subscriber acknowledges and agrees that the Subscriber has
(i) received, reviewed and understood the offering materials made available to the Subscriber in connection with the Offering, (ii) had
access to, and an adequate opportunity to review, financial and other information as the Subscriber deems necessary in order to make
an investment decision with respect to the Shares, (iii) had the opportunity to ask questions of and receive answers from KAC and ZOOZ
directly, and (iv) conducted and completed the Subscriber’s own independent due diligence with respect to the Transaction; provided,
that neither the due diligence investigation conducted by the Subscriber in connection with making its decision to acquire the Shares
nor any representations and warranties made by the Subscriber herein shall modify, amend or affect the Subscriber’s right to rely
on the truth, accuracy and completeness of KAC’s or ZOOZ’s representations and warranties contained herein.
(i)
The Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the Offering or made
any findings or determination as to the fairness of this investment or the accuracy or adequacy of the Disclosure Documents.
(j)
If an entity, the Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction
of incorporation or formation. The Subscriber has the power and authority to enter into, deliver and perform the Subscriber’s obligations
under this Subscription Agreement. The execution, delivery and performance by the Subscriber of this Subscription Agreement are within
the powers of the Subscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with
any law, statute, rule or regulation applicable to the Subscriber, any order, ruling or regulation of any court or other tribunal or
of any governmental commission or agency, or any agreement or other undertaking, to which the Subscriber is a party or by which the Subscriber
is bound, and, if the Subscriber is not an individual, will not violate any provisions of the Subscriber’s organizational documents.
The signature on this Subscription Agreement is genuine, and the signatory, if the Subscriber is an individual, has legal competence
and capacity to execute the same or, if the Subscriber is not an individual the signatory has been duly authorized to execute the same,
and this Subscription Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber
in accordance with its terms.
(k)
The Subscriber is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury
Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President
of the United States and administered by OFAC (“OFAC List”), or a person prohibited by any OFAC sanctions program,
(ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (iii) a non-U.S. shell bank or providing
banking services indirectly to a non-U.S. shell bank or (iv) organized, incorporated, established, located, resident or born in, or a
citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North
Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions
by the United States. Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable
law, provided that Subscriber is permitted to do so under applicable law. If the Subscriber is a financial institution subject to the
Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively,
the “BSA/PATRIOT Act”), the Subscriber maintains policies and procedures reasonably designed to comply with
applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for
the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, the Subscriber maintains
policies and procedures reasonably designed to ensure that the funds held by the Subscriber and used to purchase the Shares were legally
derived.
(l)
Neither the Subscriber, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors,
affiliates or executive officers (collectively with the Subscriber, the “Covered Persons”), are subject to
any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Subscriber has exercised reasonable
care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of Shares by the Subscriber will
not subject KAC or ZOOZ to any Disqualification Event.
(m)
The Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information
relating to KAC and ZOOZ.
(n)
The Subscriber has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to KAC pursuant to this
Subscription Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price.
(o)
The Subscriber is not currently (and at all times through Closing will refrain from being or becoming) a member of a “group”
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) acting for the purpose of
acquiring, holding, voting or disposing of equity securities of KAC (within the meaning of Rule 13d-5(b)(1) under the Exchange Act).
(p)
The Subscriber hereby acknowledges and agrees that it will not, and will cause each person acting at the Subscriber’s direction
or pursuant to any understanding with the Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any
option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO
under the Exchange Act, in each case that result in Subscriber having a net short cash position in respect of the Class A Shares until
the Closing (or such earlier termination of this Subscription Agreement in accordance with its terms). For the avoidance of doubt, nothing
contained herein shall prohibit the Subscriber from (i) any purchase of securities by the Subscriber, its controlled affiliates or any
person or entity acting on behalf of the Subscriber or any of its controlled affiliates in an open market transaction after the execution
of this Subscription Agreement, or (ii) any sale (including the exercise of any redemption right) of securities of KAC (A) held by Subscriber,
its controlled affiliates or any person or entity acting on behalf of the Subscriber or any of its controlled affiliates prior to the
execution of this Subscription Agreement or (B) purchased by the Subscriber, its controlled affiliates or any person or entity acting
on behalf of the Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription
Agreement. Notwithstanding the foregoing, (x) nothing herein shall prohibit other entities under common management with the Subscriber
that have no knowledge of this Subscription Agreement or of the Subscriber’s participation in the Offering or the Transaction (including
the Subscriber’s controlled affiliates and/or affiliates) from entering into any “short sales” as defined in Rule 200
of Regulation SHO under the Exchange Act and (y) if the Subscriber is a multi-managed investment vehicle whereby separate portfolio managers
manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made
by the portfolio managers managing other portions of the Subscriber’s assets, the representation set forth above shall only apply
with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Shares covered
by this Subscription Agreement.
(q)
The Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by
KAC and ZOOZ.
7.
Registration and Registration Rights.
(a)
Subject to Section 7(b) hereof, KAC and ZOOZ each agrees that it shall use commercially reasonable efforts to cause either (i)
the Consideration Shares to be registered pursuant to the registration statement on Form F-4 (as amended or supplemented from time to
time, and including the Proxy Statement contained therein, the “Form F-4 Registration Statement”) filed with
the SEC in connection with the registration under the Securities Act of, among other things, the ZOOZ Shares to be issued under the Transaction
Agreement to the holders of Class A Shares outstanding prior to the effective time of the Transaction, which Transaction Registration
Statement will also contain a proxy statement of KAC for the purpose of soliciting proxies from KAC’s shareholders for the matters
to be acted upon at the extraordinary general meeting of KAC’s shareholders to be held in connection with the approval of the Business
Combination, or (ii) the Shares to be registered on a registration statement on Form F-1 to be filed with the SEC prior to the Transaction
Closing (the “Form F-1 Registration Statement”; the Form F-4 Registration Statement or the Form F-1 Registration
Statement, as applicable, is referred to herein as the “Transaction Registration Statement”), such determination
to be in the sole discretion of KAC and ZOOZ. The obligation of KAC and ZOOZ to include the Shares in the Transaction Registration Statement
are contingent upon the Subscriber furnishing in writing to KAC and ZOOZ such information regarding the Subscriber, the securities of
KAC held by the Subscriber and the intended method of disposition of the Shares as shall be reasonably requested by KAC or ZOOZ to effect
the registration of the Shares, and the Subscriber shall execute such documents in connection with such registration as KAC or ZOOZ may
reasonably request.
(b)
To the extent it is not possible to register all of the Subscriber’s Shares pursuant to the Transaction Registration Statement,
ZOOZ agrees that, within thirty (30) calendar days after the Transaction Closing (the “Filing Deadline”), ZOOZ
will file with the SEC (at ZOOZ’s sole cost and expense) a registration statement registering the resale of the Consideration Shares
(a “Resale Registration Statement” and, together with the Transaction Registration Statement, a “Registration
Statement”), and ZOOZ shall use its commercially reasonable efforts to have the Resale Registration Statement declared
effective as soon as practicable after the filing thereof. ZOOZ agrees that ZOOZ will use its commercially reasonable efforts to cause
such Resale Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain
effective with respect to the Consideration Shares until the earlier of (i) two years from the issuance of the Shares, (ii) the date
on which the Subscriber ceases to hold the Consideration Shares covered by such Resale Registration Statement, or (iii) the first date
on which the Subscriber can sell all of its Consideration Shares (or shares received in exchange therefor) under Rule 144 under the Securities
Act (“Rule 144”) without limitation as to the manner of sale or the amount of such securities that may be sold.
The Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 under the Exchange Act, of the
Consideration Shares to ZOOZ (or its successor) upon request to assist ZOOZ in making the determination described above. ZOOZ’s
obligations to include the Consideration Shares in the Resale Registration Statement are contingent upon the Subscriber furnishing in
writing to ZOOZ such information regarding the Subscriber, the securities of ZOOZ held by the Subscriber and the intended method of disposition
of the Consideration Shares as shall be reasonably requested by ZOOZ to effect the registration of the Consideration Shares, and the
Subscriber shall execute such documents in connection with such registration as ZOOZ may reasonably request that are customary of a selling
shareholder in similar situations. If the SEC prevents ZOOZ from including any or all of the Consideration Shares proposed to be registered
for resale under the Resale Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of
ZOOZ’s securities by the applicable shareholders or otherwise, (i) such Resale Registration Statement shall register for resale
such number of ZOOZ securities which is equal to the maximum number of ZOOZ securities as is permitted by the SEC and (ii) the number
of ZOOZ securities to be registered for each selling shareholder named in the Resale Registration Statement shall be reduced pro rata
among all such selling shareholders and as promptly as practicable after being permitted to register additional Consideration Shares
under Rule 415 under the Securities Act, ZOOZ shall file a new Resale Registration Statement to register such Consideration Shares not
included in the initial Resale Registration Statement and cause such Resale Registration Statement to become effective as promptly as
practicable consistent with the terms of this Section 7. ZOOZ will provide a draft of the Resale Registration Statement to the
Subscriber for review reasonably in advance of filing the Resale Registration Statement. In no event shall the Subscriber be identified
as a statutory underwriter in the Resale Registration Statement unless requested by the SEC; provided, that if the SEC requests that
the Subscriber be identified as a statutory underwriter in the Resale Registration Statement, the Subscriber will have an opportunity
to withdraw from the Resale Registration Statement. For purposes of clarification, any failure by ZOOZ to file the Resale Registration
Statement by the Filing Deadline shall not otherwise relieve ZOOZ of its obligations to file the Resale Registration Statement or effect
the registration of the Consideration Shares set forth in this Section 7. For as long as the Subscriber holds the Consideration
Shares issued pursuant to this Subscription Agreement, ZOOZ will (A) make and keep public information available, as those terms are understood
and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as
long as ZOOZ remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case,
to enable the Subscriber to resell the Consideration Shares pursuant to the Resale Registration Statement or Rule 144 (when Rule 144
becomes available to the Subscriber), as applicable.
(c)
KAC or ZOOZ, as applicable, shall, at its sole expense, advise the Subscriber within five (5) business days: (i) when a Registration
Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto
has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop
order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the
receipt by the of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any
jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription
Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that,
as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact
required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances
under which they were made) not misleading. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such
times as ZOOZ is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement,
ZOOZ shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration
Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers
of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d)
ZOOZ may delay filing or suspend the use of any such Resale Registration Statement if it determines that in order for the Resale Registration
Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially
affect a bona fide business or financing transaction of ZOOZ or would require premature disclosure of information that could materially
adversely affect ZOOZ (each such circumstance, a “Suspension Event”); provided, that ZOOZ may not delay or
suspend a Resale Registration Statement on more than two (2) occasions or for more than ninety (90) consecutive calendar days, or more
than one hundred fifty (150) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice
from ZOOZ of the happening of any Suspension Event during the period that the Resale Registration Statement is effective or if as a result
of a Suspension Event the Resale Registration Statement or related prospectus contains any untrue statement of a material fact or omits
to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made (in the case of the prospectus) not misleading, the Subscriber agrees that it will (i) immediately discontinue offers
and sales of the Consideration Shares under the Resale Registration Statement until the Subscriber receives (A) (x) copies of a supplemental
or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment
has become effective or (B) notice from ZOOZ that it may resume such offers and sales, and (ii) maintain the confidentiality of any information
included in such written notice delivered by ZOOZ unless otherwise required by applicable law. If so directed by ZOOZ, the Subscriber
will deliver to ZOOZ or destroy all copies of the prospectus covering the Consideration Shares in the Subscriber’s possession;
provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Consideration Shares shall not
apply to (i) the extent the Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal,
regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy
or (ii) copies stored electronically on archival servers as a result of automatic data back-up.
(e)
From and after the Closing, ZOOZ agrees to indemnify and hold the Subscriber, each person, if any, who controls the Subscriber within
the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Subscriber within
the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which Subscriber effects
or executes the resale of any Shares (collectively, the “Subscriber Indemnified Parties”), harmless against
any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred
in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by
the Subscriber Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact
contained in the Resale Registration Statement or any other registration statement which covers the Shares (including, in each case,
the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission
or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus,
in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent
insofar as the same are (A) caused by or contained in any information or affidavit so furnished in writing to ZOOZ or KAC by the Subscriber
for use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner,
(C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405
under the Securities Act) that was not authorized in writing by ZOOZ, or (D) in connection with any offers or sales effected by or on
behalf of the Subscriber in violation of this Subscription Agreement. Notwithstanding the forgoing, ZOOZ’s indemnification obligations
shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of ZOOZ
(which consent shall not be unreasonably withheld, delayed or conditioned).
(f)
From and after the Closing, the Subscriber agrees to, severally and not jointly with any Other Subscriber in the Offering contemplated
hereby or any other selling shareholders using the applicable Registration Statement, indemnify and hold KAC and ZOOZ, as applicable,
and the officers, employees, directors, partners, members, attorneys and agents of KAC and ZOOZ, as applicable, each person, if any,
who controls KAC and ZOOZ, as applicable, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act, and each affiliate of KAC and ZOOZ, as applicable, within the meaning of Rule 405 under the Securities Act (collectively, the “ZOOZ/KAC
Indemnified Parties”), harmless against any and all Losses incurred by the ZOOZ/KAC Indemnified Parties directly that are
caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration
statement which covers the Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the
prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make
the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to
the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to ZOOZ or KAC by the
Subscriber expressly for use therein. In no event shall the liability of the Subscriber under this Section 7(f) be greater in
amount than the dollar amount of the net proceeds received by the Subscriber upon the sale of the Shares giving rise to such indemnification
obligation. Notwithstanding the forgoing, the Subscriber’s indemnification obligations shall not apply to amounts paid in settlement
of any Losses if such settlement is effected without the prior written consent of the Subscriber (which consent shall not be unreasonably
withheld, delayed or conditioned).
8.
Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and
obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earliest to occur of: (a) the mutual written agreement of KAC, the Subscriber and ZOOZ to terminate this Subscription Agreement;
(b) such date and time as the Transaction Agreement is terminated in accordance with its terms; or (c) written notice by either (x) KAC
and ZOOZ to the Subscriber or (y) the Subscriber to KAC and ZOOZ to terminate this Subscription Agreement if the transactions contemplated
by this Subscription Agreement are not consummated on or prior to the Outside Date (as defined in the Transaction Agreement and as may
be extended pursuant to the terms thereof); provided that (i) nothing herein will relieve any party from liability for any willful
breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses,
liabilities or damages arising from such breach. KAC shall notify the Subscriber of the termination of the Transaction Agreement promptly
after the termination thereof and (ii) the provisions of Sections 8 through 11 of this Subscription Agreement will survive
any termination of this Subscription Agreement and continue indefinitely. KAC or ZOOZ shall notify the Subscriber of the termination
of the Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in
accordance with this Section 8, any monies paid by the Subscriber to KAC for the Aggregate Purchase Price hereunder shall be promptly
returned to the Subscriber.
9.
Trust Account Waiver. The Subscriber hereby represents and warrants that it has read the IPO Prospectus and understands that
KAC has established a trust account (the “Trust Account”) containing the proceeds of the IPO and any overallotment
securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest
accrued from time to time thereon) for the benefit of KAC’s public shareholders (including overallotment shares acquired by KAC’s
underwriters, the “Public Shareholders”), and that, except as otherwise described in the IPO Prospectus, KAC
may disburse monies from the Trust Account only: (a) to the Public Shareholders in the event they elect to redeem their KAC shares in
connection with the consummation of KAC’s initial business combination (as such term is used in the IPO Prospectus) (the “Business
Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public
Shareholders if KAC fails to consummate a Business Combination within eighteen (18) months after the closing of the IPO, subject to extension
by amendment to KAC’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account,
as necessary to pay any taxes, and up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable,
or (d) to KAC after or concurrently with the consummation of a Business Combination. For and in consideration of KAC entering into this
Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription
Agreement, neither the Subscriber nor any of its 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 distributions therefrom, or make any claim against the Trust Account (including
any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this
Subscription Agreement or any proposed or actual business relationship between KAC or its Representatives, on the one hand, and the Subscriber
or its 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, and the Subscriber further waives its right to any distributions from the Trust Account
with respect to the Shares in the event of KAC’s liquidation (collectively, the “Released Claims”). The
Subscriber, on behalf of itself and its affiliates, hereby irrevocably waives any Released Claims that the Subscriber or any of its affiliates
may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any
negotiations, contracts or agreements with KAC or its Representatives and will not seek recourse against the Trust Account (including
any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement
with KAC or its affiliates). The Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement
and specifically relied upon by KAC and its affiliates to induce KAC to enter in this Subscription Agreement, and the Subscriber further
intends and understands such waiver to be valid, binding and enforceable against the Subscriber and each of its affiliates under applicable
law. To the extent the Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to KAC or its Representatives, which proceeding seeks, in whole or in part, monetary relief
against KAC or its Representatives, the Subscriber hereby acknowledges and agrees that the Subscriber’s and its affiliates’
sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit the Subscriber or its affiliates
(or any person claiming on any of their behalves or in lieu of any of them) to have any claim against the Trust Account (including any
distributions therefrom) or any amounts contained therein. In the event the Subscriber or any of its affiliates commences any action
or proceeding based upon, in connection with, relating to or arising out of any matter relating to KAC or its Representatives, which
proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Shareholders,
whether in the form of money damages or injunctive relief, KAC and its Representatives, as applicable, shall be entitled to recover from
the Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event KAC or its Representatives,
as applicable, prevails in such action or proceeding. The Subscriber further agrees not to redeem any Shares (excluding, for the avoidance
of doubt, any Class A Shares purchased by the Subscriber in the open market). Notwithstanding the foregoing, this Section 9, shall
not affect any rights of Subscriber or its affiliates as a Public Shareholder to receive distributions from the Trust Account in its
capacity as a Public Shareholder with respect to Class A Shares other than the Shares upon the redemption of their shares or the liquidation
of KAC if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement,
“Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s
respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary
contained in this Subscription Agreement, the provisions of this Section 9 shall survive the Closing or any termination of this
Subscription Agreement and last indefinitely.
10.
Miscellaneous.
(a)
Neither this Subscription Agreement nor any rights or obligations that may accrue to the Subscriber hereunder (other than the Shares
acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by the Subscriber without the prior
written consent of KAC and ZOOZ, and any purported transfer or assignment without such consent shall be null and void ab initio.
(b)
KAC may request from the Subscriber such additional information as KAC may reasonably deem necessary to evaluate the eligibility of the
Subscriber to acquire the Shares, and the Subscriber shall provide such information to KAC as may be reasonably requested, it being understood
by the Subscriber that KAC may without any liability hereunder reject the Subscriber’s subscription prior to the Closing Date in
the event that the Subscriber fails to provide such additional information requested by KAC to evaluate the Subscriber’s eligibility
or KAC determines that the Subscriber is not eligible. On or prior to the Closing Date, KAC and the Subscriber shall execute and deliver
such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order
to consummate the subscription as contemplated by this Subscription Agreement.
(c)
The Subscriber acknowledges that KAC, ZOOZ, and others will rely on the acknowledgments, understandings, agreements, representations
and warranties of the Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing,
the Subscriber agrees to promptly notify KAC and ZOOZ if any of the acknowledgments, understandings, agreements, representations and
warranties set forth herein are no longer accurate. The Subscriber agrees that the purchase by the Subscriber of Shares from KAC will
constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by
any such notice) by the Subscriber as of the time of such purchase. Except as expressly set forth herein, this Subscription Agreement
shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.
(d)
Each of KAC and ZOOZ is entitled to rely upon this Subscription Agreement and is irrevocably authorized to produce this Subscription
Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the
matters covered hereby. The Subscriber shall not issue any press release or make any other similar public statement with respect to the
transactions contemplated hereby without the prior written consent of KAC and ZOOZ (such consent not to be unreasonably withheld or delayed).
(e)
All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.
(f)
This Subscription Agreement may not be amended, modified or terminated except by an instrument in writing, signed by KAC, ZOOZ and the
Subscriber. This Subscription Agreement may not be waived except by an instrument in writing signed by the party against whom enforcement
of such modification, waiver, or termination is sought. No failure or delay in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any right, power or privilege hereunder.
(g)
This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations
and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement
entered into by KAC or ZOOZ and the Subscriber in connection with the Offering).
(h)
This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators,
successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments
contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives
and permitted assigns.
(i)
If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability
of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in
full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, 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)
This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by
different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts
so executed and delivered shall be construed together and shall constitute one and the same agreement.
(k)
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be
entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and
provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity,
in contract, in tort or otherwise.
(l)
The Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.
(m)
The Subscriber hereby consents to the publication and disclosure in any press release issued by KAC or Current Report on Form 8-K filed
by KAC with the SEC in connection with the execution and delivery of this Subscription Agreement and the filing of any related documentation
with the SEC (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities,
any other documents or communications provided by KAC or ZOOZ to any governmental authority or to security holders of KAC or ZOOZ) of
the Subscriber’s identity and beneficial ownership of Shares and the nature of the Subscriber’s commitments, arrangements
and understandings under and relating to this Subscription Agreement and, if deemed appropriate by KAC, a copy of this Subscription Agreement
or the form hereof. The Subscriber will promptly provide any information reasonably requested by KAC for any regulatory application or
filing made or approval sought in connection with the Transaction or the Closing (including filings with the SEC).
(n)
This Subscription Agreement and all actions or matters
based hereon, or arising out of, under, or in connection herewith or any transaction contemplated hereby, shall be governed by, and construed
in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in
the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts
thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably
and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect
of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively
do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and
(d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court. Each party agrees that a final judgment in any such action or proceeding 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 proceeding relating to the transactions contemplated by this Subscription
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(o). Nothing in this Section 10(n) shall affect the right of any party to serve legal process in
any other manner permitted by law. Each party hereby knowingly, voluntarily and intentionally
irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding
based hereon, or arising out of, under, or in connection with, this Subscription Agreement or any transaction contemplated hereby.
(o)
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) when delivered by facsimile or e-mail, with affirmative confirmation of receipt, (iii) one business day
after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being
mailed, if sent by registered or certified mail, prepaid 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 KAC at or prior to the Transaction Closing, to:
Keyarch
Acquisition Corporation
275 Madison Avenue, 39th Floor
New York, New York 10016
Attn: Kai Xiong, Chief Executive Officer
E-mail: kxiong@keywisecapital.com |
with
a copy (which shall not constitute notice) to:
Ellenoff
Grossman & Schole LLP
1345 Avenue of the Americas
New York, New York 10105
Attn: Stuart Neuhauser, Esq.
Matthew A. Gray, Esq.
E-mail: sneuhauser@egsllp.com
mgray@egsllp.com |
If
to KAC after to the Transaction Closing or to ZOOZ, to:
Zooz
Power Ltd.
13 Hamelacha St., Lod 7152025
Israel
Attn: Boaz Weizer, Chief Executive Officer
E-mail: boaz.weizer@zoozpower.com |
with
copies (which shall not constitute notice) to:
Shibolet
& Co.
4 Yitzhak Sadeh St. Tel Aviv 6777504
Israel
Attn: Ofer Ben-Yehuda
E-mail: O.Ben-Yehuda@shibolet.com |
| Notice
to the Subscriber shall be given to the address underneath the Subscriber’s name on the signature page hereto. |
(p)
The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this
Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context,
any pronoun used in this Subscription 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”; and (iii) the words “herein”, “hereto”
and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this
Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement,
the term: (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking
institutions in New York, New York 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 are generally open for use by customers on such day); (y) “person” shall refer
to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental
or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with
respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more
intermediaries controls, is controlled by or is under common control with such specified person (where the term “control”
(and any correlative terms) means the possession, direct or indirect, 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). For the avoidance of doubt,
any reference in this Subscription Agreement to an affiliate of KAC prior to the Closing will include KAC’s sponsor, Keyarch Global
Sponsor Limited, a Cayman Islands exempted company.
(q)
At the Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties
may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement.
(r)
The legend described in Section 6(b) herein shall be removed and ZOOZ shall issue a certificate (or cause book-entries to be reflected)
without such legend to the holder of the Shares upon which it is stamped or issue to such holder by electronic delivery at the applicable
balance account at The Depository Trust Company (“DTC”), within five (5) business days of written request by
the Subscriber (i) if such Shares are registered for resale under the Securities Act, and the holder has sold or proposes to sell such
Shares pursuant to such registration, (ii) in connection with a sale, assignment or other transfer, such holder provides ZOOZ with an
opinion of counsel, in a form reasonably acceptable to ZOOZ, to the effect that such sale, assignment or transfer of the Shares may be
made without registration under the applicable requirements of the Securities Act, or (iii) the Shares can be sold, assigned or transferred
without restriction or current public information requirements pursuant to Rule 144, including any volume and manner of sale restrictions
which may be applicable to affiliates under Rule 144 and any requirement for ZOOZ to be in compliance with the current public information
required under Rule 144(c) or Rule 144(i), as applicable, and in each case, the holder provides ZOOZ with a customary undertaking to
effect any sales or other transfers in accordance with the Securities Act. ZOOZ shall be responsible for the fees of the applicable transfer
agent, its legal counsel and all DTC fees associated with such issuance, including the fees for causing its counsel to deliver a legal
opinion, if any, to the transfer agent in connection with transfers under Rule 144 by the Subscriber and the Subscriber shall be responsible
for all other fees and expenses (including any applicable broker fees or transfer taxes). To the extent required by ZOOZ’s transfer
agent, ZOOZ shall use commercially reasonable efforts to cause its legal counsel to deliver a customary opinion within five (5) business
days of the delivery of all reasonably necessary representations and other documentation from Subscriber as reasonably requested by ZOOZ’s
transfer agent.
11.
Non-Reliance and Exculpation. The Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person other than the statements, representations and warranties of KAC and ZOOZ contained in
this Subscription Agreement in making its investment or decision to invest in KAC or ZOOZ. The Subscriber agrees that no other purchaser
pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers,
directors, partners, agents, employees or other representatives of any such other purchaser) shall be liable to the Subscriber pursuant
to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the purchase of the Shares.
12.
Independent Nature of Investment. The obligations of the Subscriber under this Subscription Agreement are several and not
joint with the obligations of any Other Subscriber under the Other Subscription Agreements, and the Subscriber shall not be responsible
in any way for the performance of the obligations of any Other Subscriber under the Other Subscription Agreements. The decision of the
Subscriber to purchase Shares pursuant to this Subscription Agreement has been made by the Subscriber independently of any Other Subscriber
and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties,
liabilities, results of operations, condition (financial or otherwise) or prospects of KAC or ZOOZ or any of their respective subsidiaries
which may have been made or given by any Other Subscriber or by any agent, employee or other representative of any Other Subscriber,
and neither the Subscriber nor any of its agents, employees or other representatives shall have any liability to any Other Subscriber
(or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or
in any Other Subscription Agreement, and no action taken by the Subscriber or Other Subscriber pursuant hereto or thereto, shall be deemed
to constitute the Subscriber and Other Subscribers as a partnership, an association, a joint venture or any other kind of entity, or
create a presumption that the Subscriber and Other Subscribers are in any way acting in concert or as a group with respect to such obligations
or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. The Subscriber acknowledges that
no Other Subscriber has acted as agent for the Subscriber in connection with making its investment hereunder and no Other Subscriber
will be acting as agent of the Subscriber in connection with monitoring its investment in the Shares or enforcing its rights under this
Subscription Agreement. The Subscriber shall be entitled to independently protect and enforce its rights under this Subscription Agreement,
and it shall not be necessary for any Other Subscriber to be joined as an additional party in any proceeding for such purpose.
{Remainder
of page intentionally left blank. Signature pages follow.}
IN
WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories
as of the date first indicated above.
| | | KEYARCH
ACQUISITION CORPORATION |
| | | |
| | By: | |
| |
Name: |
| | | Title: |
| | | ZOOZ
POWER LTD. |
| | | |
| | By: | |
| |
Name: |
| | | Title: |
{Signature Page to
Subscription Agreement}
{SUBSCRIBER
SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT}
IN
WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date
first indicated above.
Name(s)
of Subscriber: _________________________________________________________
Signature
of Authorized Signatory of Subscriber: _____________________________________
Name
of Authorized Signatory: ___________________________________________________
Title
of Authorized Signatory: ____________________________________________________
Address
for Notice to Subscriber:
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Attention:
____________________________________________________________
E-mail:_______________________________________________________________
Facsimile
No.:__________________________________________________________
Telephone
No.:_________________________________________________________
Address
for Delivery of Shares to Subscriber (if not same as address for notice):
____________________________________________________________________
____________________________________________________________________
____________________________________________________________________
Subscription
Amount: $
Number
of Shares:
Subscriber
status (mark one): ☐ U.S. investor ☐ Non-U.S. investor
EIN
Number:
Exhibit
A
Accredited
Investor Questionnaire
Capitalized
terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit
A is attached. The undersigned represents and warrants that the undersigned is an “accredited investor” (an “Accredited
Investor”) as such term is defined in Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the
“Securities Act”), for one or more of the reasons specified below (please check all boxes
that apply):
| _______ (i) |
|
A
natural person whose net worth, either individually or jointly with such person’s spouse or spousal equivalent, at the time
of the Subscriber’s purchase, exceeds $1,000,000; |
| |
|
|
| |
|
The
term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding
the estimated fair market value of the Subscriber’s primary home). For the purposes of calculating joint net
worth with the person’s spouse or spousal equivalent, joint net worth can be the aggregate net worth of the Subscriber and
spouse or spousal equivalent; assets need not be held jointly to be included in the calculation. There is no requirement
that securities be purchased jointly. A spousal equivalent means a cohabitant occupying a relationship generally equivalent
to a spouse. |
| |
|
|
| _______ (ii) |
|
A
natural person who had an individual income in excess of $200,000, or joint income with the Subscriber’s spouse or spousal
equivalent in excess of $300,000, in each of the two most recent years and reasonably expects to reach the same income level in the
current year; |
| |
|
|
| |
|
In
determining individual “income,” the Subscriber should add to the Subscriber’s individual taxable adjusted gross
income (exclusive of any spousal or spousal equivalent income) any amounts attributable to tax exempt income received, losses claimed
as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan,
alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income. |
| |
|
|
| _______ (iii) |
|
A
director or executive officer of Keyarch Acquisition Corporation; |
| |
|
|
| _______ (iv) |
|
A
natural person holding in good standing with one or more professional certifications or designations or other credentials from an
accredited educational institution that the U.S. Securities Exchange Commission (“SEC”) has designated
as qualifying an individual for accredited investor status; |
| |
|
|
| |
|
The
SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license
(Series 82) and the Licensed Investment Adviser Representative (Series 65) as the initial certifications that qualify for accredited
investor status. |
| |
|
|
| _______ (v) |
|
A
natural person who is a “knowledgeable employee” as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940
(the “Investment Company Act”), of the issuer of the securities being offered or sold where the issuer
would be an investment company, as defined in Section 3 of the Investment Company Act, but for the exclusion provided by either Section
3(c)(1) or Section 3(c)(7) of the Investment Company Act; |
| |
|
|
| _______ (vi) |
|
A
bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in
Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; |
| _______ (vii) |
|
A
broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”); |
| |
|
|
| _______ (viii) |
|
An
investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers
Act”) or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering
with the SEC under Section 203(l) or (m) of the Investment Advisers Act; |
| |
|
|
| _______ (ix) |
|
An
insurance company as defined in Section 2(13) of the Exchange Act; |
| |
|
|
| _______ (x) |
|
An
investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of
that Act; |
| |
|
|
| _______ (xi) |
|
A
Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958; |
| |
|
|
| _______ (xii) |
|
A
Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; |
| |
|
|
| _______ (xiii) |
|
A
plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; |
| |
|
|
| _______ (xiv) |
|
An
employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made
by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company,
or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed
plan, with investment decisions made solely by persons that are accredited investors; |
| |
|
|
| _______ (xv) |
|
A
private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; |
| |
|
|
| _______ (xvi) |
|
An
organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited
liability company, or any other entity not formed for the specific purpose of acquiring the Shares, with total assets in excess of
$5,000,000; |
| |
|
|
| _______ (xvii) |
|
A
trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable
of evaluating the merits and risks of investing in Keyarch Acquisition Corporation; |
| |
|
|
| _______ (xviii) |
|
A
“family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in
excess of $5,000,000 that is not formed for the specific purpose of acquiring the securities offered and whose prospective investment
is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable
of evaluating the merits and risks of the prospective investment; |
| |
|
|
| _______ (xix) |
|
A
“family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the
requirements set forth in (xviii) and whose prospective investment in the issuer is directed by a person from a family office that
is capable of evaluating the merits and risks of the prospective investment; |
| _______ (xx) |
|
A
“qualified institutional buyer” as defined in Rule 144A under the Securities Act; |
| |
|
|
| _______ (xxi) |
|
An
entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in
excess of $5,000,000; and/or |
| |
|
|
| _______ (xxii) |
|
An
entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs. |
| |
|
|
| _______ (xxiii) |
|
The
Subscriber does not qualify under any of the investor categories set forth in (i) through (xxii) above. |
| 2.1 | Type of the Subscriber. Indicate the form of entity of the Subscriber: |
| |
☐ |
Individual |
☐ |
Limited Partnership |
|
| |
☐ |
Corporation |
☐ |
General Partnership |
|
| |
☐ |
Revocable Trust |
☐ |
Limited Liability Company |
|
| |
☐ |
Other Type of Trust (indicate type): |
|
|
| |
☐ |
Other (indicate form of organization): |
|
|
| 2.2.1 | If the Subscriber is not an individual, indicate the approximate date the Subscriber entity was formed:
_____________________. |
| 2.2.2 | If the Subscriber is not an individual, initial the line below which correctly describes
the application of the following statement to the Subscriber’s situation: the Subscriber (x) was not organized or reorganized for
the specific purpose of acquiring the Shares and (y) has made investments prior to the date hereof, and each beneficial owner thereof
has and will share in the investment in proportion to his or her ownership interest in the Subscriber. |
__________ True __________ False
If the “False” line is initialed,
each person participating in the entity will be required to fill out a Subscription Agreement.
| |
Subscriber: |
|
| |
|
|
| |
Subscriber Name: |
|
| |
By: |
|
| |
Signatory Name: |
| |
Signatory Title: |
| |
Date: |
A-3
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