REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 1st, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership, as the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
10,000,000 Units MORINGA ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • February 1st, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 1st, 2021 • Moringa Acquisition Corp • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Moringa Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2022, is by and among Holisto Ltd., a company organized under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the “Company”), Moringa Acquisition Corp. a Cayman Islands exempted company with offices located at 250 Park Avenue, 7th floor, New York, NY 10017 (the “SPAC”), and each of the investors listed on the Schedule of Buyers attached hereto as Schedule I to this Agreement (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [___], 2022, is by and among Holisto Ltd., a company organized under the laws of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
INVESTMENT MANAGEMENT TRUST AGREEMENT (AS AMENDED ON FEBRUARY 9, 2023 AND AUGUST 18, 2023)Investment Management Trust Agreement • April 1st, 2024 • Moringa Acquisition Corp • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Moringa Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $[●] of the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
EARLYBIRDCAPITAL, INC. New York, New York 10017 February 16, 2021Advisory Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Moringa Acquisition Corp., a Cayman Islands exempted company (“Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-252615) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 19, 2021, by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Craig Marshak (“Indemnitee”).
Moringa Acquisition Corp, New York, NY 10177 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc. (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 10,000,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A ordinary shares”), and one-half of one warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1
WARRANT AGREEMENT between MORINGA ACQUISITION CORP and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 19, 2021, is by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
SECURITY AND PLEDGE AGREEMENTSecurity and Pledge Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
WHEREAS, the Company is party to that certain Securities Purchase Agreement, dated as of June 9, 2022, (as amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, the “Securities Purchase Agreement”) by and among the Company, Moringa Acquisition Corp. a Cayman Islands exempted company and each party listed as a “Buyer” on the Schedule of Buyers attached thereto (each a “Buyer” and collectively, the “Buyers”), pursuant to which the Company shall be required to sell, and the Buyers shall purchase or have the right to purchase, the “Notes” issued pursuant thereto (as such Notes may be amended, modified, supplemented, extended, renewed, restated or replaced from time to time in accordance with the terms thereof, collectively, the “Notes”);
GUARANTYGuaranty • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This GUARANTY, dated as of [ ], 2022 (this “Guaranty”), is made by each of the undersigned (each a “Guarantor”, and collectively, the “Guarantors”), in favor of 3i, LP, a Delaware limited partnership, in its capacity as collateral agent (in such capacity, the “Collateral Agent” as hereinafter further defined) for the “Buyers” party to the Securities Purchase Agreement (each as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 2021, is made and entered into by and among Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership, as the “Sponsor”), EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2022, is made and entered into by and among Holisto Ltd., a company incorporated under the State of Israel (the “Company”); Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which we refer to, together with its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership, as the “Sponsor”); EarlyBirdCapital, Inc. (the “Representative”, and the Sponsor, the Representative, together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”) and solely with respect to the 3rd recital below, Moringa Acquisition Corp, a Cayman Islands exempted company. (“Moringa”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and EarlyBirdCapital, Inc., a New York corporation (the “Purchaser”).
SECOND AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 22nd, 2023 • Moringa Acquisition Corp • Blank checks • New York
THIS SECOND AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of August 18, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Moringa Sponsor US L.P., a Delaware limited partnership (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2024 • Moringa Acquisition Corp • Blank checks
In connection with the proposed business combination (the “Transaction”) between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Silexion Therapeutics Ltd., an Israeli company (“Silexion”), pursuant to that certain Amended and Restated Business Combination Agreement, dated as of April 3, 2024 (the “Business Combination Agreement”), by and among the Company, Biomotion Sciences, a Cayman Islands exempted company (“Holdco”), August M.S. Ltd., an Israeli company and a wholly-owned subsidiary of New Pubco, Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and a wholly-owned subsidiary of New Pubco, and Silexion, the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Pri
PRIVATE SHARES/PRIVATE WARRANTS Lock-Up AgreementLock-Up Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 352,857 units, each consisting of (x) one Class A ordinary share, par value $0.0001 per share (“Moringa Class A Ordinary Share”), and (y) one-half of a warrant to purchase one Moringa Class A Ordinary Share, of Moringa Acquisition Corp (“Moringa”) (the “Held Securities”), understands that (i) Moringa entered into a Business Combination Agreement, dated as of June _, 2022 (the “BCA”), pursuant to which, inter alia, (A) all of the Held Securities shall be converted, as the case may be, into Ordinary Shares of Holisto Ltd. (“Holisto”), NIS 0.01 par value each (the “Ordinary Shares”) or warrants to purchase Ordinary Shares, and (B) Holisto shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 in connection with the registration under the U.S. Securities Act of 1933, as amended, of the Ordinary Share
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • August 21st, 2024 • Moringa Acquisition Corp • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 15, 2024, by and among Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”), Biomotion Sciences, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), and to be effective as of the Closing of the Business Combination (each, as defined in the Recitals below), is made and entered into by and among, and/or is binding upon, Biomotion Sciences, an exempted company incorporated under the Laws of the Cayman Islands (“TopCo” or the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”); Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership (which is referred to, together with its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership, as the “Sponsor”); EarlyBirdCapital, Inc. (the “Representative”); [the holders of Founders Shares (as defined in the 5th paragraph of the Recitals below) (the “Backstop Holders”);] and those 5% or greater shareholders of Silexion Therapeutics Ltd., an Israeli company (“Silexion”) whose names appear on the signature pages hereto, who will become shareholder
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa” or “SPAC”), Biomotion Sciences , an exempted company under the Laws of the Cayman Islands (“TopCo”), and Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership and its wholly-owned subsidiary, Moringa Sponsor U.S. LP, a Delaware limited partnership (collectively, the “Moringa Sponsor” or “SPAC Sponsor”). Each of the Company, Moringa, TopCo and the Moringa Sponsor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The Moringa Sponsor is sometimes referred to herein as the “Shareholder.” Except as otherwise specified herein, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT is made and entered into as of April 3, 2024 (this “Agreement”), by and among Biomotion Sciences, an exempted company incorporated under the Laws of the Cayman Islands and a wholly-owned subsidiary of SPAC Sponsor (as defined below) (“TopCo”), August M.S. Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of TopCo (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp, an exempted company incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of TopCo (“Merger Sub 2”), Moringa Acquisition Corp, an exempted company incorporated under the Laws of the Cayman Islands (“SPAC”), and Silexion Therapeutics Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). Each of TopCo, Merger Sub 1, Merger Sub 2, SPAC and Company will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
SILEXION THERAPEUTICS LTD. SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
This Shareholder Voting and Support Agreement (this “Agreement”), dated as of April 3, 2024, is made and entered into by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Biomotion Sciences, an exempted company under the Laws of the Cayman Islands (“TopCo”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).
The Companies Act (As Revised) of the Cayman Islands Plan of MergerMerger Agreement • August 21st, 2024 • Moringa Acquisition Corp • Blank checks
This plan of merger (the “Plan of Merger”) is made on August 14, 2024 between Moringa Acquisition Corp (the “Surviving Company”) and Moringa Acquisition Merger Sub Corp (the “Merging Company”).
Moringa Acquisition Corp 250 Park Avenue, 7th Floor New York, New York 10177Administrative Services Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Moringa Acquisition Corp’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Moringa Sponsor US L.P. shall, or shall cause its affiliates to, make available to the Company certain office space, utilities, secretarial support and other administrative support and services as may be required by the Company from time to time, situated at 250 Park Avenue, 7th Floor, New York, New York 10177 (or any successor location). In exchange therefore, the Company shall pay Moringa Sponsor US L.P. the sum of $10,000 per month on the Effective Date and co
AMENDMENT TO PROMISSORY NOTEPromissory Note • March 31st, 2023 • Moringa Acquisition Corp • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • March 31st, 2023 • Moringa Acquisition Corp • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”).
BUSINESS COMBINATION AGREEMENT by and among HOLISTO LTD. as the Company, HOLISTO MERGERSUB, INC. as Merger Sub, and MORINGA ACQUISITION CORP as Moringa Dated as of June 9, 2022Business Combination Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
This Business Combination Agreement (this “Agreement”) is made and entered into as of June 9, 2022, by and among (i) Holisto Ltd., an Israeli company (the “Company”); (ii) Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”). The Company, Merger Sub and Moringa are each referred to herein individually as a “Party” and, collectively, as the “Parties.”
FORM OF AMENDMENT TO PROMISSORY NOTEPromissory Note Amendment • August 22nd, 2023 • Moringa Acquisition Corp • Blank checks
THIS ______ AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of August 18, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”).
June 18, 2024 Ilan Levin Chief Executive Officer Moringa Acquisition Corp 250 Park Avenue, 7th Floor New York, NY 10017 Dear Mr. Levin, Subject: Request for Waiver of Financing Condition and Proposal for Post-Closing ArrangementsBusiness Combination Agreement • June 24th, 2024 • Moringa Acquisition Corp • Blank checks
Reference is made to that certain Amended and Restated Business Combination Agreement (the “Agreement”) dated April 3, 2024, by and among Biomotion Sciences, August M.S. Ltd., Moringa Acquisition Merger Sub Corp, Moringa Acquisition Corp (the “SPAC”), and Silexion Therapeutics Ltd. (the “Company”). Capitalized terms appearing herein and not otherwise defined shall have the respective meanings assigned thereto in the Agreement.
SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • June 13th, 2022 • Moringa Acquisition Corp • Blank checks
This Shareholder Voting And Support Agreement (this “Agreement”), dated as of June 9, 2022, is made and entered into by and among Holisto Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“SPAC”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).
AMENDMENT TO PROMISSORY NOTEPromissory Note • March 31st, 2023 • Moringa Acquisition Corp • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2023, is made by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Maker”), and Moringa Sponsor, LP, a Cayman Islands exempted limited partnership (the “Payee”).
FIRST AMENDMENT TO THE BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 17th, 2022 • Moringa Acquisition Corp • Blank checks
This First Amendment the Business Combination Agreement (the “Amendment”) is made as of August 17, 2022, by and among: (i) Holisto Ltd., an Israeli company (the “Company”); (ii) Holisto MergerSub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of the Company (“Merger Sub”), and (iii) Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”).
