SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is entered into by and among Silexion Therapeutics Ltd., an Israeli company (the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa” or “SPAC”), Biomotion Sciences , an exempted company under the Laws of the Cayman Islands (“TopCo”), 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” or “SPAC Sponsor”). Each of the Company, Moringa, TopCo 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).
AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
THIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT is made and entered into as of April 3, 2024 (this “Agreement”), by and among Biomotion Sciences, an exempted company incorporated under the Laws of the Cayman Islands and a wholly-owned subsidiary of SPAC Sponsor (as defined below) (“TopCo”), August M.S. Ltd., a limited liability company organized under the laws of the State of Israel and a wholly owned subsidiary of TopCo (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp, an exempted company incorporated under the Laws of the Cayman Islands and a wholly owned subsidiary of TopCo (“Merger Sub 2”), Moringa Acquisition Corp, an exempted company incorporated under the Laws of the Cayman Islands (“SPAC”), and Silexion Therapeutics Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”). Each of TopCo, Merger Sub 1, Merger Sub 2, SPAC and Company will individually be referred to herein as a “Party” and, collectively, as the “Parties”.
AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”), 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, Biomotion Sciences, an exempted company incorporated under the Laws of the Cayman Islands (“TopCo” or the “Company”), Moringa Acquisition Corp, a Cayman Islands exempted company (“Moringa”); 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”); [the holders of Founders Shares (as defined in the 5th paragraph of the Recitals below) (the “Backstop Holders”);] 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 shareholder
SILEXION THERAPEUTICS LTD. SHAREHOLDER VOTING AND SUPPORT AGREEMENTShareholder Voting and Support Agreement • April 3rd, 2024 • Moringa Acquisition Corp • Blank checks • Delaware
This Shareholder Voting and Support Agreement (this “Agreement”), dated as of April 3, 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”), Biomotion Sciences, an exempted company under the Laws of the Cayman Islands (“TopCo”), and the party listed on the signature pages hereto as a “Shareholder” (the “Shareholder”).
