HOLISTO SHAREHOLDERS Lock-Up AgreementHolisto Shareholders • June 13th, 2022 • Moringa Acquisition Corp • Blank checks • New York
The undersigned, the Beneficial Owner (as defined in Section 13(d) of the U.S. Securities Exchange Act of 1934, as amended) of _______ shares of Holisto Ltd. (“Holisto”) (the “Held Securities”), understands that (i) Holisto entered into a Business Combination Agreement, dated as of June 9, 2022 (the “BCA”), pursuant to which, inter alia, (A) all of the Held Securities shall be converted, as the case may be, into Ordinary Shares of Holisto, NIS 0.01 par value each (the “Ordinary Shares”) or into securities convertible into Ordinary Shares, and (B) Holisto shall prepare and file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 in connection with the registration under the U.S. Securities Act of 1933, as amended, of the Ordinary Shares and other securities convertible into Ordinary Shares, and (ii) Holisto entered into one or more Subscription Agreements (the “Subscription Agreement”) providing for the offering to one or more subscribers of
