NON-COMPETITION AND NON-SOLICITATION AGREEMENTNon-Competition and Non-Solicitation Agreement • May 31st, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Delaware
This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of [●], 2022 by and between Mana Capital Acquisition Corp., a Delaware corporation (“Purchaser”), and [●] (the “Executive”, and together with Purchaser, the “Parties”, and each a “Party”) and will be effective as of the Effective Time (as defined in the Merger Agreement (as defined below)). References to the “Company” in this Agreement shall refer to Purchaser after giving effect to the consummation of the Business Combination (as defined below) and each of Purchaser’s direct and indirect Subsidiaries (including Cardio Diagnostics, Inc.) and any of their respective successors-in-interest.
LOCK-UP AGREEMENTLock-Up Agreement • May 31st, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • New York
THIS LOCK-UP AGREEMENT (this “Agreement”) is dated as of [·], 2022, by and between the stockholder of Cardio Diagnostics, Inc. set forth on the signature page to this Agreement (the “Holder”) and Mana Capital Acquisition Corp., a Delaware corporation (the “Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings given such terms in the Merger Agreement (as defined below).
MERGER AGREEMENT AND PLAN OF REORGANIZATION BY AND AMONG CARDIO DIAGNOSTICS, INC., MEESHANTHINI (MEESHA) DOGAN, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY, MANA CAPITAL ACQUISITION CORP. AND MANA MERGER SUB INC. DATED AS OF MAY 27, 2022Merger Agreement • May 31st, 2022 • Mana Capital Acquisition Corp. • In vitro & in vivo diagnostic substances • Delaware
This MERGER AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is made and entered into as of May 27, 2022 (the “Execution Date”) by and among Cardio Diagnostics, Inc., a Delaware corporation (the “Company” or “Cardio”), Meeshanthini (Meesha) Dogan, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Mana Capital Acquisition Corp., a Delaware corporation (“Parent” or “Mana”), and Mana Merger Sub Inc., a Delaware corporation (“Merger Sub”).
