FORM OF INDEMNITY AGREEMENTIndemnification Agreement • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances) • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 15, 2024, by and between Silexion Therapeutics Corp, a Cayman Islands exempted company (the “Company”), and _______ (“Indemnitee”).
ORDINARY SHARE PURCHASE AGREEMENTOrdinary Share Purchase Agreement • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances) • Nevada
This Ordinary Share Purchase Agreement (this “Agreement”) is entered into on August 13, 2024 but shall become effective on the date of, and immediately after, the consummation of the Merger (as defined below) (the “Effective Date”), by and between Biomotion Sciences, a Cayman Islands exempted company (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances)
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
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances) • 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 • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances) • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of August 14, 2024, 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: Silexion Therapeutics Corp (formerly known as 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”); those individuals and/or entities holding an interest in the Sponsor to whom Sponsor Investment Shares (as defined in the Recitals below) have been distributed concurrently with the Closing of the Business Combination (the “Sponsor Distributees”); Greenstar, L.P.
The Companies Act (As Revised) of the Cayman Islands Plan of MergerMerger Agreement • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances)
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is entered into on August 13, 2024 but shall become effective on the date of, and immediately after, the consummation of the Merger (as defined below) (the “Effective Date”), by and between Biomotion Sciences, a Cayman Islands exempted company (the “Company”), and White Lion Capital, LLC, a Nevada limited liability company (the “Investor”).
ContractConvertible Note • August 21st, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances) • New York
THIS NOTE, AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE, HAVE NOT, AS OF THE DATE HEREOF, BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE APPLICABLE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENT. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT SUCH PLEDGE, SALE, ASSIGNMENT OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.
Employment AgreementEmployment Agreement • May 9th, 2024 • Biomotion Sciences
This Employment Agreement (this “Agreement”) is made as of April 1, 2022 by and between Silenseed Ltd., a private company incorporated under the laws of the State of Israel, Registration No. 514207778 (the “Company”), and Mr. Ilan Hadar,, holder of an Israeli ID No. 024298218, residing at 6 Shoshana Damari St., Herzeliya 4606450 (the “Executive”, and together with the Company, the “Parties”).
Amendment No.1 to Employment AgreementEmployment Agreement • May 9th, 2024 • Biomotion Sciences
This Amendment (“Amendment”) to the Employment Agreement, as defined below, is made as of May [●] 2024 by and between Silexion Therapeutics Ltd., an Israeli company (the “Company”) and Ilan Hadar (the “Employee”, and together with the Company, the “Parties”). Capitalized terms that are not specifically defined in this Amendment shall have the meaning given to them in the Employment Agreement, as defined below.
Notice to Warrant HoldersWarrant Agreement • November 29th, 2024 • Silexion Therapeutics Corp • Biological products, (no disgnostic substances)
Reference is made to that certain Warrant Agreement (the “Warrant Agreement”), dated as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”) and Continental Stock Transfer & Trust Company, as warrant agent (the “Warrant Agent”), under which the rights and obligations of Moringa were assigned to, and assumed by, Silexion Therapeutics Corp (formerly known as Biomotion Sciences) (the “Company”) pursuant to that certain Assignment, Assumption and Amendment Agreement, dated as of August 15, 2024, by and among Moringa, the Company and the Warrant Agent. All capitalized terms not separately defined in this Notice shall have the same meanings as defined in the Warrant Agreement.
