EARLYBIRDCAPITAL, INC. New York, New York 10017 February 16, 2021Holisto Ltd. • September 7th, 2022 • 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”).
Contract(Simple Agreement • September 7th, 2022 • Holisto Ltd.
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 7th, 2022 • Holisto Ltd. • 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”).
ContractHolisto Ltd. • September 7th, 2022
THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.
Second Amendment to Simple Agreement for Future EquitySimple Agreement for Future Equity • September 7th, 2022 • Holisto Ltd.
This Second Amendment to Simple Agreement for Future Equity (this “Amendment”) is entered into as of February 14, 2022 (the “Amendment Effective Date”), by and between Holisto Ltd., a company organized under the laws of the State of Israel (the “Company”), and [ ] (the “Investor”). The Company and the Investor may also be referred to, collectively, as the “Parties” and separately as a “Party”.
Amendment to Simple Agreement for Future EquitySimple Agreement for Future Equity • September 7th, 2022 • Holisto Ltd.
This Amendment to Simple Agreement for Future Equity (this “Amendment”) is entered into as of February 14, 2022 (the “Amendment Effective Date”), by and among Holisto Ltd., a company organized under the laws of the State of Israel (the “Company”), and those certain Investors detailed on the signature page hereto (each an “Investor” and collectively the “Investors”). The Company and the Investors may also be referred to, collectively, as the “Parties” and separately as a “Party”.
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • September 7th, 2022 • Holisto Ltd.
THIS AMENDMENT TO FINANCING AGREEMENT (the “Amendment”) is made and executed on the 13 day of October, 2021, by and between Holisto Ltd (the “Company” or “Borrower”), a company organized under the laws of the State of Israel (Company No. 51-534153-5), whose address is 2 Nim Blvd., Rishon Lezion, and Discount Capital Ltd (the “Lender”), a company organized under the laws of the State of Israel (Company No. 51-171425-5), whose address is Rothschild 22, Tel Aviv.
FINANCING AGREEMENTFinancing Agreement • September 7th, 2022 • Holisto Ltd.
THIS FINANCING AGREEMENT (the “Agreement”) is made and executed on the ___ day of ______, 2021, by and between Splitty Travel Ltd. (the “Company” or “Borrower”), a company organized under the laws of the State of Israel (Company No. 51-534153-5), whose address is 2 Nim Blvd., Rishon Lezion, and Discount Capital Ltd. (the “Lender”), a company organized under the laws of the State of Israel (Company No. 51-171425-5), whose address is Rothschild 22, Tel Aviv.
Amendment to Simple Agreement for Future EquitySimple Agreement for Future Equity • September 7th, 2022 • Holisto Ltd.
This Amendment to Simple Agreement for Future Equity (this “Amendment”) is entered into as of February 14, 2022 (the “Amendment Effective Date”), by and between Holisto Ltd., a company organized under the laws of the State of Israel (the “Company”), and Connecticut Innovations, Incorporated (the “Investor”). The Company and the Investor may also be referred to, collectively, as the “Parties” and separately as a “Party”.
SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • September 7th, 2022 • Holisto Ltd.
This Shareholder Voting And Support Agreement (this “Agreement”), dated as of [_______], 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 Simple Agreement for Future EquitySimple Agreement for Future Equity • September 7th, 2022 • Holisto Ltd.
This Amendment to Simple Agreement for Future Equity (this “Amendment”) is entered into as of February 14, 2022 (the “Amendment Effective Date”), by and among Holisto Ltd., a company organized under the laws of the State of Israel (the “Company”), and those certain Investors detailed on the signature page hereto (each an “Investor” and collectively the “Investors”). The Company and the Investors may also be referred to, collectively, as the “Parties” and separately as a “Party”.
