REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 19, 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, 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 22nd, 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 AGREEMENTForm of Indemnity Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Dan Yalon (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 19, 2021, by and between Moringa Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
EARLYBIRDCAPITAL, INC. New York, New York 10017 February 16, 2021Moringa Acquisition Corp • February 22nd, 2021 • 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. 333-252615) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
Moringa Acquisition Corp, New York, NY 10177 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 22nd, 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 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 19, 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 19, 2021, by and between Moringa Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Craig Marshak (“Indemnitee”).
PRIVATE UNITS PURCHASE AGREEMENTPrivate Units Purchase Agreement • February 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 19, 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 22nd, 2021 • Moringa Acquisition Corp • Blank checks • New York
THIS PRIVATE UNITS PURCHASE AGREEMENT, dated as of February 19, 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”).
Moringa Acquisition Corp 250 Park Avenue, 7th Floor New York, New York 10177Moringa Acquisition Corp • February 22nd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Moringa Acquisition Corp’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Moringa Sponsor US L.P. shall, or shall cause its affiliates to, make available to the Company certain office space, utilities, secretarial support and other administrative support and services as may be required by the Company from time to time, situated at 250 Park Avenue, 7th Floor, New York, New York 10177 (or any successor location). In exchange therefore, the Company shall pay Moringa Sponsor US L.P. the sum of $10,000 per month on the Effective Date and co
