ZOOZ Power Ltd.

Potential Effects of Approval of this Item

If the issuance of the Nasdaq Approval Shares is approved, the issuance of such shares would dilute, and thereby reduce, each existing shareholder’s proportionate ownership in the Ordinary Shares. Shareholders do not have preemptive rights to subscribe to additional shares that may be issued by the Company in order to maintain their proportionate ownership of the Ordinary shares. Such issuances could also dilute the voting power of a person seeking control of the Company, thereby deterring or rendering more difficult a merger, tender offer, proxy contest or an extraordinary corporate transaction opposed by the Company. In addition, upon issuance and subsequent registration with the SEC there would be a greater number of Ordinary shares eligible for sale in the public markets. Any such sales, or the anticipation of the possibility of such sales, represents an overhang on the market and could depress the market price of the Ordinary shares.