PRIVATE SHARES/PRIVATE WARRANTS Lock-Up AgreementMoringa Acquisition Corp • June 13th, 2022 • Blank checks • New York
Company FiledJune 13th, 2022 Industry JurisdictionThe 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
MORINGA FOUNDERS SHARES Lock-Up AgreementMoringa Acquisition Corp • June 13th, 2022 • Blank checks • New York
Company FiledJune 13th, 2022 Industry JurisdictionThe undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of 2,875,000 Class B ordinary shares, par value $0.0001 per 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”), 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 Shares and other securities convertible into Ordinary Shares, and (ii) Holisto entered into one or more Securities Purchase Agreements (the “Subscription Agreements”) providing for the off