SUBSCRIPTION AGREEMENTSubscription Agreement • August 21st, 2024 • Moringa Acquisition Corp • Blank checks
In connection with the proposed business combination (the “Transaction”) between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Silexion Therapeutics Ltd., an Israeli company (“Silexion”), pursuant to that certain Amended and Restated Business Combination Agreement, dated as of April 3, 2024 (the “Business Combination Agreement”), by and among the Company, Biomotion Sciences, a Cayman Islands exempted company (“Holdco”), August M.S. Ltd., an Israeli company and a wholly-owned subsidiary of New Pubco, Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company and a wholly-owned subsidiary of New Pubco, and Silexion, the undersigned desires to subscribe for and purchase from the Company, and the Company desires to sell to the undersigned, that number of Class A ordinary shares of the Company, par value $0.0001 per share (the “Ordinary Shares”), set forth on the signature page hereof for a purchase price of $10.00 per share (the “Per Share Pri
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • August 21st, 2024 • Moringa Acquisition Corp • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of August 15, 2024, by and among Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”), Biomotion Sciences, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
The Companies Act (As Revised) of the Cayman Islands Plan of MergerMerger Agreement • August 21st, 2024 • Moringa Acquisition Corp • Blank checks
This plan of merger (the “Plan of Merger”) is made on August 14, 2024 between Moringa Acquisition Corp (the “Surviving Company”) and Moringa Acquisition Merger Sub Corp (the “Merging Company”).
