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 1st, 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.
EARLYBIRDCAPITAL, INC. New York, New York 10017Advisory Agreement • February 1st, 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-_____) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Moringa Acquisition Corp, 250 Park Avenue, 7th Floor, New York, NY 10177Underwriting Agreement • February 1st, 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 1st, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 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”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • February 1st, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February [●], 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”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • February 1st, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February [●], 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”).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • February 1st, 2021 • Moringa Acquisition Corp • Blank checks • Tel-Aviv
This SHARE PURCHASE AGREEMENT (“Agreement”) is made and entered into as of November 18, 2020, by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Moringa Sponsor US L.P., a limited partnership formed under the laws of the State of Delaware (the “Purchaser”).
