ZOOZ Power Ltd. Sample Contracts
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • January 14th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of November ___, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and ZOOZ POWER LTD., a company incorporated under the laws of the State of Israel (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2025, is by and among ZOOZ Power Ltd., an Israeli company (the “Company”), and each investor signatory hereto (each, a “Holder” and collectively, together with its respective permitted assigns, the “Holders”).
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • April 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PRIVATE WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Private Warrant Agreement (as defined below) (and if such term is not defined in the Private Warrant Agreement, then the Business Combination Agreement (as defined below)).
AMENDMENT NO. 3 TO LETTER AGREEMENTLetter Agreement • April 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
This Amendment No. 3 (this “Amendment”), dated as of April 4, 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.
AMENDMENT NO. 2 TO LETTER AGREEMENTLetter Agreement • March 15th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
This Amendment No. 2 (this “Amendment”), dated as of March 15, 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.
AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENTBusiness Combination Marketing Agreement • April 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
This AMENDMENT TO BUSINESS COMBINATION MARKETING AGREEMENT (this “Amendment”) is entered into as of April 4, 2024, by and among EarlyBirdCapital, Inc. (“Advisor”), Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Zooz Power Ltd., an Israeli company (“Zooz”). Capitalized terms used herein but not otherwise defined herein shall have the meaning given to such terms in the Business Combination Marketing Agreement (as defined below), and if not defined therein, then in the BCA (as defined below).
AMENDMENT TO SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • September 30th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
This Amendment to SPONSOR SUPPORT AGREEMENT (this “Amendment”) is made and entered into as of September 29, 2025 (the “Effective Date”), by and between ZOOZ Power Ltd., a company incorporated under the laws of the State of Israel (“Customer” or “Company”), and Forest Hill 18, LP, a Delaware limited partnership (“Sponsor”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 29, 2025, is by and between ZOOZ Power Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and each investor identified in the signature pages hereto (each, including its successors and assigns, an “Investor” and together the “Investors” and, together with the Company, the “Parties” and each a “Party”).
Distribution AgreementDistribution Agreement • February 23rd, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • London
This Distribution Agreement (this “Agreement”) is made and entered into as of this 29 day of November, 2022 (“Effective Date”), by and between ZOOZ Power Ltd. (fka: Chakratec Ltd.) , a company existing under the laws of the State of Israel with its principle place of business located at Hamelacha 4, Lod, Israel (the “Company”), and Blink Charging Co., a company registered under the laws of the State of Nevada, with its main offices at 605 Lincoln Road, 5th floor Miami Beach, FL 33139 (“Distributor”). Company and Distributor shall be referred to each as a “Party” and collectively, as the “Parties”. Capitalized terms used herein and not otherwise defined shall the meaning ascribed to them in the Collaboration Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • August 8th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
This Sponsor Support Agreement (the “Agreement”) is entered into as of July 29, 2025 (the “Effective Date”), by and between ZOOZ Power Ltd., a company incorporated under the laws of the State of Israel (“Customer” or “Company”), and Forest Hill 18, LP, a Delaware limited partnership (“Sponsor”). Customer and Sponsor are referred to individually as a “Party” and collectively as the “Parties.”
SPONSOR RIGHTS AGREEMENTSponsor Rights Agreement • August 8th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • Tel-Aviv
This Sponsor Rights Agreement (this “Agreement”) is entered into as of July 29, 2025, by and among ZOOZ Power Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and Forest Hill 18, LP, a Delaware limited partnership (the “Sponsor”).
ZOOZ POWER LTD. Ordinary Shares (nominal (par) value NIS 0.00286 per share) Sales AgreementSales Agreement • July 29th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
ZOOZ Power Ltd., a corporation organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Chardan Capital Markets LLC (the “Agent”), as follows:
ZOOZ POWER LTD. Ordinary Shares (nominal (par) value NIS 0.00286 per share) Amended and Restated Sales AgreementSales Agreement • September 30th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
ZOOZ Power Ltd., a corporation organized under the laws of the State of Israel (the “Company”), and Chardan Capital Markets LLC (“Chardan”) are parties to that certain Sales Agreement dated July 29, 2025 (the “Original Agreement”). The Company and Chardan desire to amend and restate the Original Agreement in its entirety as set forth in this Amended and Restated Sales Agreement (this “Agreement”) to, among other things, add Jett Capital Advisors, LLC(“Jett Capital”) as a sales agent (collectively with Chardan the “Agents” and individually each an “Agent”).
ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • April 12th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
THIS ASSIGNMENT, ASSUMPTION, AND AMENDMENT TO THE PUBLIC WARRANT AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, by and among (i) Keyarch Acquisition Corporation, a Cayman Islands exempted company (the “SPAC”), (ii) Zooz Power Ltd., an Israeli company (the “Company”), and (iii) Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Public Warrant Agreement (as defined below) (and if such term is not defined in the Public Warrant Agreement, then the Business Combination Agreement (as defined below)).
FORM OF Warrant To Purchase ORDINARY SHARESWarrant Agreement • August 8th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
ZOOZ Power Ltd., a company incorporated under the laws of the State of Israel (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [●] ordinary shares, NIS 0.00286 par value per share (the “Ordinary Shares”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $3.06 (the “Exercise Price”), in each case as adjusted from time to time as provided in Section 5, upon surrender of this Warrant to Purchase Ordinary Shares (including Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, the “Warrant”), at any time and from time to time on or after the second Business Day following the date that the following two conditions have been satisfied: (i) such d
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 30th, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of April 4, 2024, and shall be effective as of the Closing (defined below), by and among (i) Zooz Power Ltd., an Israeli company (the “Company”), (ii) Keyarch Acquisition Corporation, a Cayman Islands exempted company (“SPAC”), (iii) Keyarch Global Sponsor Limited, a Cayman Islands exempted company (the “Sponsor”) and (iv) EarlyBirdCapital, Inc. (“EBC”). 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)).
FORM OF PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARESWarrant Agreement • August 8th, 2025 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment • New York
ZOOZ Power Ltd., a company incorporated under the laws of the State of Israel (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [●] ordinary shares, NIS 0.00286 par value per share (the “Ordinary Shares”), of the Company (each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.001 (the “Exercise Price”), in each case as adjusted from time to time as provided in Section 9, upon surrender of this Pre-Funded Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the third (3rd) Business Day following the date that the following two conditions have been s
Summary of Lease AgreementLease Agreement • February 23rd, 2024 • ZOOZ Power Ltd. • Misc industrial & commercial machinery & equipment
Note: this summary does not contain a full or direct translation of the terms of the original Hebrew-language lease agreement, and is designated solely for the purpose of providing a general presentation of such agreement.