Manieu Alexandre Weinstein → GAUZY LTD GAUZ

The information set forth in Items 3, 5 and 6 of this Schedule 13D is incorporated herein by reference. The Reporting Persons acquired the Ordinary Shares reported herein for investment purposes and to finance the Settlement and the Issuer's resulting financial rehabilitation. Pursuant to Section 4.14 of the Purchase Agreement, and as further agreed among Mr. Peso, Chutzpah and Kukac, the Reporting Persons have agreed to form a special purpose vehicle (the "SPV"), to be organized as an Israeli limited partnership whose limited partners are the Reporting Persons and whose general partner is to be owned by Chutzpah and Kukac, as soon as possible following the Closing, with the objective of formation by the French Approval Deadline. Mr. Peso has agreed to designate the SPV, for purposes of the Settlement, as the entity holding the equity investment in the Issuer contemplated by the Settlement. Promptly following formation of the SPV, each Reporting Person that holds Ordinary Shares has agreed to novate its rights and obligations under the Purchase Agreement to the SPV and to transfer to the SPV all Ordinary Shares issued to it under the Purchase Agreement. The Purchase Agreement further provides, among other things, that (i) under Section 4.12, the Issuer will file a registration statement covering the resale of the Ordinary Shares issued in the PIPE within 60 days after the filing of its Annual Report on Form 20-F for the fiscal year ended December 31, 2025, and will keep it effective until all such Ordinary Shares may be sold under Rule 144 without regard to volume limitations; (ii) under Section 4.15, the Issuer will comply with its Exchange Act reporting obligations and maintain the listing of the Ordinary Shares on the Nasdaq Stock Market by November 11, 2026; (iii) under Section 4.13, the Issuer will provide notice to the Israel Innovation Authority of any change in control; and (iv) under Section 4.10, the Issuer's executive officers and directors have executed customary Lock-Up Agreements. Mr. Peso serves as Chief Executive Officer of the Issuer and in that capacity may participate in the formulation and implementation of the Issuer's business plans, capital structure and management. The Reporting Persons are entitled to seek representation on the Issuer's board of directors. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, depending on various factors, including the Issuer's financial position and strategic direction, the outcome of the French Rehabilitation Procedures, price levels of the Ordinary Shares, conditions in the securities markets, and general economic and industry conditions, take such actions with respect to their investment as they deem appropriate, including acquiring additional Ordinary Shares or other securities of the Issuer, disposing of Ordinary Shares, engaging in communications with management and the board of directors of the Issuer, other shareholders and third parties, and formulating plans or proposals regarding the Issuer or its securities. Except as set forth in this Schedule 13D, the Purchase Agreement and the other agreements and arrangements described herein, no Reporting Person has any present plan or proposal that relates to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Each Reporting Person reserves the right to change its plans or intentions at any time.