AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • February 26th, 2024 • Moringa Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), dated as of [●], 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. Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa” or the “Company”); 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”); EarlyBirdCapital, Inc. (the “Representative”); and those 5% or greater shareholders of Silexion Therapeutics Ltd., an Israeli company (“Silexion”) whose names appear on the signature pages hereto, who will become shareholders of the Company upon the Closing of the Business Combination (the “New Shareholders”, and together with the Sponsor, the Representative, and any person or entity who hereafter becomes a party
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • February 26th, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into as of February [●], 2024, by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”), and Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership and its wholly-owned subsidiary, Moringa Sponsor U.S. LP, a Delaware limited partnership (collectively, the “Moringa Sponsor”). Each of the Company, Moringa and the Moringa Sponsor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The Moringa Sponsor is sometimes referred to herein as the “Shareholder.” Except as otherwise specified herein, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • February 26th, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
THIS BUSINESS COMBINATION AGREEMENT is made and entered into as of February 21, 2024 (this “Agreement”), by and among Moringa Acquisition Corp., an exempted company incorporated under the Laws of the Cayman Islands (“SPAC”), April.M.G. Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of SPAC (“Merger Sub”), and Silexion Therapeutics Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). Each of SPAC, Merger Sub and Company will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
SILEXION SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • February 26th, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
This Shareholder Voting and Support Agreement (this “Agreement”), dated as of February [_______], 2024, is made and entered into by and among Silexion Therapeutics 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”).
