7,500,000 Units Industrial Tech Acquisitions, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
The undersigned, Industrial Tech Acquisitions, Inc., a Delaware corporation (“Company”), hereby confirms its agreement with Maxim Group LLC (hereinafter referred to as “you”, “Maxim”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
WARRANT AGREEMENTWarrant Agreement • September 11th, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
Industrial Tech Acquisitions, Inc. Houston, Texas 77056Industrial Tech Acquisitions, Inc. • August 7th, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 24, 2020 by and between Industrial Tech Partners, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,725,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 225,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
September 8, 2020Letter Agreement • September 11th, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company”), and Maxim Group LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 8,625,000 of the Company’s units (including up to 1,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each warrant (a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 8, 2020, is made and entered into by and among Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company”) and Industrial Tech Partners, LLC, a Delaware limited liability company (the “Sponsor,” together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 3rd, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [____], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company”) and Industrial Tech Partners, LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • September 11th, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks • Nevada
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], by and between Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company”), and ___________ (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 11th, 2020 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 8, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Industrial Tech Acquisitions, Inc., a Delaware corporation (the “Company”) and Industrial Tech Partners, LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • March 24th, 2021 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of March 18, 2021 by and between Arbe Robotics Ltd., an Israeli company (the “Company”), and the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement, as hereinafter defined.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 24th, 2021 • Industrial Tech Acquisitions, Inc. • Blank checks
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of March 18, 2021, and shall be effective as of the Closing (defined below), by and among (i) Arbe Robotics Ltd., an Israeli company (the “Company”), (ii) Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), and (iii) Industrial Tech Partners, LLC, a Delaware limited liability company (the “Sponsor”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement (as defined below) (and if such term is not defined in the Registration Rights Agreement, then in the Business Combination Agreement (as defined below)).
SUBSCRIPTION AGREEMENT March 18, 2021Subscription Agreement • March 24th, 2021 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
Please respond to every item, even if your response is “none.” If you need more space for any response, please attach additional sheets of paper. Please be sure to indicate your name and the number of the item being responded to on each such additional sheet of paper, and to sign each such additional sheet of paper before attaching it to this Questionnaire. Please note that you may be asked to answer additional questions depending on your responses to the following questions.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • March 24th, 2021 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
This Voting and Support Agreement (this “Agreement”) is made as of March 18, 2021, by and among (i) Arbe Robotics Ltd., an Israeli company (“Arbe”), (ii) Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), and (iii) the undersigned shareholder of Arbe (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below).
Industrial Tech Partners, LLC 5090 Richmond Avenue, Suite 319 Houston, TX 77056, U.S.A.Letter Agreement • March 24th, 2021 • Industrial Tech Acquisitions, Inc. • Blank checks
Reference is hereby made to that certain Business Combination Agreement, dated as of March 18, 2021 (as it may be amended from time to time, the “Business Combination Agreement), by and among Arbe Robotics Ltd., an Israeli company (the “Company”), Autobot MergerSub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Industrial Tech Acquisitions, Inc., a Delaware corporation (“ITAC”), pursuant to which, among other things, following the consummation of the Recapitalization, Merger Sub shall, at the Effective Time, be merged with and into ITAC, which shall continue as a wholly owned subsidiary of the Company, and, in connection therewith, among other things, each share of ITAC Common Stock (including shares of ITAC Class B Stock held by Sponsor (as defined below)) issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled in exchange for the right of the holder thereof to rece
Industrial Tech Acquisitions, Inc.Industrial Tech Acquisitions, Inc. • August 26th, 2020 • Blank checks • New York
This letter agreement by and between Industrial Tech Acquisitions, Inc. (the “Company”) and Texas Ventures Mgmt, LLC (“Texas Ventures”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Industrial Tech Acquisitions, Inc.Industrial Tech Acquisitions, Inc. • September 11th, 2020 • Blank checks • New York
This letter agreement by and between Industrial Tech Acquisitions, Inc. (the “Company”) and Texas Ventures Mgmt, LLC (“Texas Ventures”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • September 10th, 2021 • Industrial Tech Acquisitions, Inc. • Semiconductors & related devices
This Second Amendment (this “Amendment”) to Business Combination Agreement (the “BCA”) is made and entered into effective as of September 6, 2021, by and among (i) Industrial Tech Acquisitions, Inc., a Delaware corporation ( “ITAC”), (ii) Arbe Robotics Ltd., an Israeli company (the “Company”), and (iii) Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the BCA.
BUSINESS COMBINATION AGREEMENT by and among ARBE ROBOTICS LTD. as the Company, AUTOBOT MERGERSUB, INC. as Merger Sub, and INDUSTRIAL TECH ACQUISITIONS, INC. as ITAC Dated as of March 18, 2021Business Combination Agreement • March 24th, 2021 • Industrial Tech Acquisitions, Inc. • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of March 18, 2021 by and among (i) Arbe Robotics Ltd., an Israeli company (the “Company”); (ii) Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Industrial Tech Acquisitions, Inc., a Delaware corporation ( “ITAC”), The Company, Merger Sub and ITAC are each sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.”
FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • June 30th, 2021 • Industrial Tech Acquisitions, Inc. • Blank checks
This First Amendment to Business Combination Agreement (this “Amendment”) is made and entered into effective as of June 28, 2021, by and among (i) Industrial Tech Acquisitions, Inc., a Delaware corporation ( “ITAC”), (ii) Arbe Robotics Ltd., an Israeli company (the “Company”), and (iii) Autobot MergerSub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement (as hereinafter defined).
