Exhibit 2.1

Dated April 3, 2024

AMENDED AND RESTATED

BUSINESS COMBINATION AGREEMENT

by and among

Biomotion Sciences,

August M.S. Ltd.,

Moringa Acquisition Merger Sub Corp,

Moringa Acquisition Corp,

and

Silexion Therapeutics Ltd.

Table of Contents

AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT

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”.

RECITALS

WHEREAS, SPAC, April M.G. Ltd, and the Company entered into that certain Business Combination Agreement (the “Original Agreement”), dated as of February 21, 2024 (the “Original Agreement Date”);

WHEREAS, the Parties now desire to amend and restate the Original Agreement by entering into this Agreement on the terms and conditions set forth herein;

WHEREAS, SPAC is a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, TopCo is a newly formed entity that is currently a wholly-owned, direct Subsidiary of SPAC Sponsor, which was formed for the purpose of effecting the Transactions, including to act as the publicly-traded holding company of its Subsidiaries (as defined below), including the SPAC and the Company, as of the Closing (as defined below);

WHEREAS, Merger Sub 1 is a wholly-owned, direct Subsidiary of TopCo, and was formed for the sole purpose of effecting the Acquisition Merger (as defined below) with the Company;

WHEREAS, Merger Sub 2 is a wholly-owned, direct Subsidiary of TopCo, and was formed for the sole purpose of effecting the SPAC Merger (as defined below) with SPAC;

WHEREAS, the Parties intend to effect a business combination upon the terms and conditions set forth in this Agreement whereby, on the Closing Date, (i) Merger Sub 2 shall be merged with and into SPAC (the “SPAC Merger”), with the SPAC as the surviving entity of such SPAC Merger and consequently becoming a wholly-owned subsidiary of TopCo through the transfer of its entire issued and outstanding share capital to TopCo in exchange for newly-issued TopCo Shares (as defined below), all, in accordance with the terms and conditions of this Agreement; and (ii) following the SPAC Merger, Merger Sub 1 shall be merged with and into the Company (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers” and each individually, a “Merger”), with the Company as the surviving entity of such Acquisition Merger and consequently becoming a wholly-owned subsidiary of TopCo through the transfer of its entire issued and outstanding share capital to TopCo in exchange for newly-issued TopCo Shares, all in accordance with the terms and conditions of this Agreement.

WHEREAS, the board of directors of SPAC (the “SPAC Board”) has unanimously (i) determined that the SPAC Merger is fair, advisable and in the commercial interest of SPAC, (ii) approved the execution, delivery and performance of this Agreement, the other Transaction Agreements to which SPAC is or will be a party, and approved the SPAC Merger and the other Transactions, and (iii) determined to recommend that the shareholders of SPAC (the “SPAC Shareholders”) to vote to approve the SPAC Shareholder Matters and such other actions of the SPAC Shareholders as contemplated by this Agreement (the “SPAC Recommendation”); WHEREAS, the board of directors of the Company (the “Company Board”) has unanimously (i) determined that (A) the Acquisition Merger and the other Transactions are fair to, and in the best interests of, the Company and its shareholders and declared it advisable to enter into this Agreement and (B) considering the financial position of the Company and Merger Sub 1, no reasonable concern exists that Acquisition Surviving Sub (as defined below), as the surviving entity of the Acquisition Merger, will be unable to fulfill its obligations to its creditors, (ii) approved the execution, delivery and performance of this Agreement, and the Transaction Agreements to which the Company is or will be a party, and approved the Acquisition Merger and the other Transactions to which the Company is a party, and (iii) determined to recommend that the shareholders of the Company (the “Company Shareholders”) vote to approve the Acquisition Merger and the other Transactions to which the Company is a party and such other actions of the Company Shareholders as contemplated by this Agreement or that should be approved by the Company Shareholders in the context of, or in connection with, the Transactions (the “Company Shareholder Matters”);

WHEREAS, the board of directors of Merger Sub 1 has unanimously (i) determined that this Agreement and the Transaction Agreements to which Merger Sub 1 is or will be a party and the Transactions are advisable, fair to and in the best interests of Merger Sub 1 and its shareholder and that, considering the financial position of the Company and Merger Sub 1, no reasonable concern exists that Acquisition Surviving Sub (as the surviving entity of the Acquisition Merger) will be unable to fulfil the obligations of Merger Sub 1 to its creditors, (ii) approved the execution, delivery and performance of this Agreement and the Transaction Agreements to which Merger Sub 1 is or will be a party and approved the Transactions, including the Acquisition Merger and (iii) determined to recommend to TopCo, as Merger Sub 1’s sole shareholder, to vote to approve the adoption of this Agreement and the consummation of the Transactions;

WHEREAS, the board of directors of Merger Sub 2 has unanimously (i) determined that this Agreement and the Transaction Agreements to which Merger Sub 2 is or will be a party and the Transactions are advisable, fair to and in the best interests of Merger Sub 2 and its shareholder and that, considering the financial position of SPAC and Merger Sub 2, no reasonable concern exists that SPAC (as the surviving entity of the SPAC Merger) will be unable to fulfill the obligations of Merger Sub 2 to its creditors, (ii) approved the execution, delivery and performance of this Agreement and the Transaction Agreements to which Merger Sub 2 is or will be a party and approved the Transactions, including the SPAC Merger and (iii) determined to recommend to TopCo, as Merger Sub 2’s sole shareholder, to vote to approve the adoption of this Agreement and the consummation of the Transactions;

WHEREAS, the board of directors and sole shareholder of TopCo have unanimously approved the execution, delivery and performance of this Agreement, the other Transaction Agreements to which TopCo is or will be a party, and the consummation of the Transactions, including the Mergers;

WHEREAS, for U.S. federal income tax purposes, it is intended that the Mergers, taken together, will qualify as exchanges described in Section 351 of the Code (the “Intended Tax Treatment”);

WHEREAS, as a condition to the willingness of, and an inducement to each of, SPAC and the Company to enter into this Agreement, contemporaneously with the execution and delivery of this Agreement, the Company and certain Company Shareholders, which, in the aggregate, represent the Requisite Majority are each entering into a voting support agreement, in substantially the form of Exhibit A attached hereto (the “Company Support Agreement”);

WHEREAS, as a condition to the willingness of, and an inducement to the Company to enter into this Agreement, contemporaneously with the execution and delivery of this Agreement, the Company, SPAC, and SPAC Sponsor are entering into a sponsor support agreement, in substantially the form of Exhibit B attached hereto (the “Sponsor Support Agreement”); WHEREAS, SPAC, SPAC Sponsor and the Representative (as defined therein) entered into that certain Registration Rights Agreement, dated as of February 19, 2021 (the “Original Registration Rights Agreement”), and, concurrently with the consummation of the SPAC Merger, SPAC and SPAC Sponsor will enter into an amendment to the Original Registration Rights Agreement (which will include lock-up provisions), substantially in the form attached hereto as Exhibit C (the “Amended Registration Rights and Lock-Up Agreement”), while certain Company Shareholders, as specified in Exhibit D, will join as well;

WHEREAS, on or following the date of this Agreement, the Company and its Subsidiary have entered into Company Financing Subscription Agreements (as defined below) with certain investors (the “Company Financers”), pursuant to which such Company Financers are providing or will provide the Company (or its Subsidiary) a financing (whether in the form of convertible loans or a direct equity investment) in an aggregate amount of at least $3.5 million in cash, in accordance with the terms thereof and hereof and for which the Company Financers will be issued securities of the Company (or, if the financing is in the form of convertible loans, the loans will be converted into the Company’s securities immediately prior to the Closing) and exchanged for TopCo Shares upon the Closing (the “Company Financing” and the “Company Financing Shares”, respectively);

WHEREAS, to the extent that the Company Financing Shares are excluded from resale pursuant to the Registration Statement under applicable U.S. securities laws and regulations or by the SEC and cannot become registered securities readily eligible for resale upon Closing, the Company Financers will further join the Amended Registration Rights and Lock-Up Agreement with respect to such Company Financing Shares, on a pari-passu basis with the SPAC Sponsor;

WHEREAS, on or prior to the date of this Agreement, SPAC and SPAC Sponsor have agreed that immediately prior to the Closing, SPAC will issue to SPAC Sponsor that certain A&R Sponsor Promissory Note, as defined below, which will reflect the treatment of all loans provided by SPAC Sponsor to SPAC since SPAC’s initial public offering and through the SPAC Merger Effective Time;

WHEREAS, within 30 days following the date hereof, SPAC Sponsor shall invest $350,000 in TopCo, and in respect of such investment, TopCo shall issue to SPAC Sponsor 1,343,000 TopCo Shares (at which time the sole currently-outstanding TopCo Share that is currently held by SPAC Sponsor will be forfeited), and immediately prior to the SPAC Merger Effective Time, SPAC Sponsor shall invest up to an additional $150,000 in TopCo (for an aggregate investment amount of $500,000), pursuant to which SPAC Sponsor shall be issued additional TopCo Shares at a price of $10.00 per share in respect of the amounts exceeding the initial $350,000 (both such investments together, the “SPAC Sponsor Investment”);

WHEREAS, on or prior to the Closing, the Company or TopCo shall enter into new Employment Agreements with certain senior employees of the Company, in forms mutually agreed upon in writing by the Company and SPAC (“New Employment Agreements”), to automatically become effective as of the Acquisition Merger Effective Time, to reflect the status of TopCo as a Nasdaq-listed public company, which New Employment Agreements include inter alia non-competition and non-solicitation undertakings by such senior employees;

WHEREAS, prior to the filing of the Registration Statement, TopCo shall adopt a new incentive plan in the form of Exhibit E (with any changes to be mutually agreed upon in writing by the Company and SPAC), to automatically become effective (subject to obtaining required regulatory requirements and approvals, if any) as of the Acquisition Merger Effective Time.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I DEFINITIONS

Section 1.01 Defined Terms. For purposes of this Agreement, the following capitalized terms have the following meanings:

“103K Tax Ruling” is defined in Section 6.05(b).

“104H Tax Ruling” is defined in Section 6.05(b).

“104H Interim Tax Ruling” shall mean an interim approval issued by the ITA confirming, among other matters, that TopCo or Company (or both), as applicable, and anyone acting on their behalf shall be exempt from Israeli withholding Tax in relation to any consideration issued to the 104H Trustee with respect to an Electing Holder.

“104H Trustee” shall mean the trustee appointed by the Company in accordance with the provisions of Section 104H of the Israeli Tax Ordinance and the provisions of the 104H Interim Tax Ruling or the 104H Tax Ruling.

“15D Exemption” is defined in Section 6.14.

“Acquisition Merger Effective Time” is defined in Section 2.04(c).

“Acquisition Surviving Sub” is defined in ‎Section 2.02.

“Additional SPAC SEC Reports” is defined in Section 4.06(a).

“Affiliate” shall mean, as applied to any Person, any other Person directly or indirectly controlling, controlled by or under direct or indirect common control with, such Person. For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” is defined in the Preamble hereto.

“Amended and Restated Articles” is defined in Section 2.05(c).

“Amended Registration Rights and Lock-Up Agreement” is defined in the Recitals hereto.

“Anti-Corruption Laws” is defined in Section 3.24.

“Antitrust Laws” shall mean any applicable Legal Requirements of any Governmental Entity regarding matters of anti-competition, restrictive trade practices or foreign investment.

“Approvals” is defined in Section 3.06.

“A&R Sponsor Promissory Note” is defined in Section 6.25.

“Audited Financial Statements” is defined in Section 3.07(a).

“Business Day” shall mean any day other than a Friday, a Saturday, a Sunday or other day on which commercial banks in New York, New York, Israel or the Cayman Islands are authorized or required by Legal Requirements to close.

“CARES Act” shall mean, collectively, the Coronavirus Aid, Relief, and Economic Security Act (P.L. 116-136), enacted March 27, 2020, or any similar applicable U.S. federal, state, or local law, as may be amended and any administrative or other guidance (including “Division N—Additional Coronavirus Response and Relief” of the “Consolidated Appropriations Act, 2021” (H.R. 133), IRS Notices 2020-22, 2020-65, 2021-11 and any Presidential Memoranda or Executive Order (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster issued on August 8, 2020)) published with respect thereto by any Governmental Entity.

“Cayman Companies Act” shall mean the Companies Act (As Revised) of the Cayman Islands.

“Cayman Registrar” shall mean the Registrar of Companies of the Cayman Islands.

“Certificate of Merger” is defined in Section 2.04(a).

“Certificates” is defined in Section 2.11(a).

“Certifications” is defined in Section 4.06(a).

“Closing” is defined in Section 2.03.

“Closing Date” is defined in Section 2.03.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Communications Plan” is defined in Section 6.08(b).

“Companies Registrar” is defined in Section 2.04.

“Company” is defined in the Preamble hereto.

“Company Awardholder” shall mean collectively a Company Optionholder and/or Company RSUholder.

“Company Board” is defined in the Recitals hereto.

“Company Business Combination” is defined in Section 6.15(a).

“Company D&O Indemnified Party” is defined in Section 6.17(a)(i).

“Company D&O Tail” is defined in Section 6.17(a)(ii).

“Company Disclosure Letter” is defined in the Preamble to Article III.

“Company Financers” is defined in the Recitals hereto.

“Company Financing” is defined in the Recitals hereto.

“Company Financing Amounts” shall mean each Company Financing Subscription Agreement of the Company set forth on Schedule 1.01(b) of the Company Disclosure Letter, including the aggregate financing amount (and, if applicable, outstanding interest) as of the date of this Agreement for each Company Financing Subscription Agreement.

“Company Financing Proceeds” shall mean cash proceeds to be funded by investors participating in the Company Financing concurrently with, or following, the signing of this Agreement, pursuant to the Company Financing Subscription Agreements.

“Company Financing Shares” is defined in the Recitals hereto.

“Company Financing Subscription Agreement” shall mean a subscription agreement executed by an investor, on the one hand, and the Company and its Subsidiary, on the other hand, on or after the date hereof pursuant to which such investor has agreed to participate in the Company Financing.

“Company Group” is defined in Section 10.16(b).

“Company Interested Party Transaction” is defined in Section 3.22(a).

“Company IT Systems” is defined in Section 3.17(k).

“Company Leakage” shall mean, except as set forth on Schedule 3.28 of the Company Disclosure Letter, without duplication, any of the following actions by any of the Group Companies: (a) the declaration of or authorization for, the making or payment of any dividend, distribution or return of capital (other than dividends and distributions by a wholly owned Subsidiary of the Company to the Company or a wholly owned Subsidiary of the Group Companies); (b) the payment, or agreement to make any payment, to or for the benefit of, or the entering into any transaction or agreement with or for the benefit of, any holders of Fully Diluted Company Equity Securities or any of their Affiliates, except payments or grants in accordance with agreements or arrangements with directors, officers or employees of the Company or its Affiliates in effect as of the date of this Agreement and disclosed to SPAC (in a detailed manner within the Company’s disclosure schedules); (c) the payment of any bonuses or other sums conditional or relating to the Transactions (for the avoidance of doubt, other than payment to auditors, legal counsel or institutional service providers, engaged by any of the Group Companies); (d) the entry into any transaction other than on arm’s length terms in the Ordinary Course of Business (unless it is expressly provided for under this Agreement or the other Transaction Agreements or entered into at the written request of SPAC); (e) any non-contractual payment to directors, officers or employees of any Group Company, except for reimbursements in the Ordinary Course of Business; (f) any amount paid to directors, officers or employees of any Group Company as a bonus or like payment, except to the extent that such bonuses or like payments were in the ordinary course of their engagement with such Group Company and were not in relation to the Transactions; (g) the granting of any waiver or release of any sum or obligation due to any Group Company; (h) the transfer or surrender of any asset or assumption of a liability, in each case from or by any Group Company, unless it is at a fair market value and made in the Ordinary Course of Business; (i) the sale of any asset of any Group Company, or the purchase of any asset by any Group Company, other than at fair market value in the Ordinary Course of Business; (j) the making of any gift or other gratuitous payment; (k) the granting of any increase of remuneration of any director, officer or employee of any Group Company; (l) the entry into by any Group Company of a guarantee or indemnity relating to the obligation of a third party other than another Group Company, other than standard commercial indemnities in the Ordinary Course of Business; (m) the payment of any management, monitoring, supervisory or similar fees by any Group Company; (n) the repurchase, repayment or redemption of any share capital or equity interest of any Group Company; (o) the forgiveness or waiver of any debt or obligation of, or claim outstanding against, a third party (other than any of the Group Companies), other than of customer obligations in the Ordinary Course of Business; (p) any agreement or arrangement to do or give effect to any of the foregoing or (q) any income, payroll or other Taxes paid, incurred or accrued by any Group Company as a result of or with respect to any of the foregoing.

“Company Leased Properties” is defined in Section 3.13(b).

“Company Material Adverse Effect” shall mean any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate: (a) has had, or would reasonably be expected to have, a materially adverse effect on the business, assets, financial condition or results of operations of the Group Companies, taken as a whole; or (b) has prevented or materially delayed or impaired, or is reasonably likely to prevent or materially delay or impair, the ability of the Company to perform its obligations under this Agreement or to consummate the Transactions; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a Company Material Adverse Effect on or in respect of the Group Companies pursuant to clause (a) has occurred: (i) acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, pandemics (including COVID-19 or any COVID-19 Measures) or other natural or man-made disasters; (iii) changes attributable to the public announcement or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers or employees) (provided that this clause (iii) shall not apply to any representation or warranty to the extent such representation or warranty expressly addresses the consequences resulting from the execution or delivery of this Agreement, the performance of a Party’s obligations hereunder or the consummation of the Transactions); (iv) changes or proposed changes in applicable Legal Requirements, regulations or interpretations thereof or decisions by courts or any Governmental Entity after the date of this Agreement; (v) changes in U.S. GAAP (or any interpretation thereof) after the date of this Agreement; (vi) any downturn in general economic conditions, including changes in the credit, debt, securities or financial markets (including changes in interest or exchange rates); (vii) events or conditions generally affecting the industries and markets in which the Group Companies operate; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a Company Material Adverse Effect; or (ix) any actions required to be taken, or required not to be taken, pursuant to the terms of this Agreement; provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the business, assets, financial condition or results of operations of the group Companies taken as a whole, relative to similarly situated companies in the industries in which the Group Companies conduct their respective operations, then such impact shall be taken into account in determining whether a Company Material Adverse Effect has occurred.

“Company Material Contract” is defined in Section 3.20(a).

“Company Option” means each outstanding and unexercised option to purchase Company Shares, whether or not then vested or fully exercisable, granted prior to the Acquisition Merger Effective Time to any current or former, consultant, employee, officer, director or other service provider of the Group Companies pursuant to the Company Option Plan.

“Company Optionholder(s)” means any holder of a Company Option.

“Company Option Plan” shall mean jointly the Silenseed Ltd. 2013 Share Option Plan, as amended from time to time and the Silenseed Ltd. 2023 Equity Incentive Plan.

“Company Ordinary Shares” shall mean the ordinary shares of the Company, with par value NIS 0.01 per share.

“Company Preferred Shares” shall mean the Company Preferred A Shares, Preferred A-1 Shares, Preferred A-2 Shares, Preferred A-3 Shares and Preferred A-4 Shares, with par value NIS 0.01 per share.

“Company Privileged Communications” is defined in Section 10.16(b).

“Company Product” shall mean any of the products and services currently being sold or distributed by a Group Company.

“Company Real Property Leases” is defined in Section 3.13(b).

“Company Registered Intellectual Property” is defined in Section 3.17(a).

“Company RSU” shall mean each outstanding and unvested restricted share unit convertible into Company Shares, granted prior to the Acquisition Merger Effective Time to any current employee, officer, director or other service provider of the Group Companies pursuant to the Company Option Plan.

“Company RSUholder(s)” shall mean any holder of a Company RSU.

“Company Securityholder Allocations” shall mean, (a) with respect to each holder of Company Ordinary Shares or Company Preferred Shares, the Merger Consideration allocable to such holder, (b) with respect to each holder of one or more Company Options, the number of Converted Options and/or Converted RSUs to which such holder is entitled pursuant to the terms of this Agreement, and (c) with respect to each holder of Company Warrants, the number of Converted Warrants to which such holder is entitled pursuant to the terms of this Agreement.

“Company Shareholder Approval” shall mean the affirmative vote of the holders of Company Shares constituting the “Requisite Majority” approving the entrance into and performance of the Company Shareholder Matters.

“Company Shareholder Matters” is defined in the Recitals hereto.

“Company Shareholders” is defined in the Recitals hereto.

“Company Shareholders Meeting” is defined in Section 6.02.

“Company Shares” shall mean the Company Ordinary Shares and the Company Preferred Shares.

“Company Subsidiaries” is defined in Section 3.02(a).

“Company Support Agreement” is defined in the Recitals hereto.

“Company Treasury Shares” is defined in Section 2.08(a).

“Company Warrant” shall mean each warrant for the purchase of Company Shares set forth on Schedule 1.01(a) of the Company Disclosure Letter.

“Confidentiality Agreement” shall mean that certain Non-Disclosure Agreement, dated February 21, 2024, by and between SPAC and the Company, as amended and joined from time to time.

“Contract” shall mean any contract, subcontract, agreement, indenture, note, bond, loan or credit agreement, instrument, installment obligation, lease, mortgage, deed of trust, license, sublicense, commitment, power of attorney, guaranty or other legally binding commitment, arrangement, understanding or obligation, whether written or oral, in each case, as amended and supplemented from time to time and including all schedules, annexes and exhibits thereto.

“Converted Option” is defined in Section 2.09(b).

“Converted RSU” is defined in Section 2.09(b).

“Converted Warrant” is defined in Section 2.08(d).

“Copyleft Terms” is defined in Section 3.17(l).

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” shall mean any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or any other similar Legal Requirement, Order, directive, guideline or recommendation promulgated by any Governmental Entity in connection with or in response to COVID-19, including the CARES Act.

“Customs & International Trade Authorizations” shall mean any and all licenses, license exceptions, notification requirements, registrations and approvals required pursuant to the Customs & International Trade Laws for the lawful export, deemed export, re-export, deemed re-export transfer or import of goods, software, technology, technical data and services.

“Customs & International Trade Laws” shall mean the applicable import, customs and trade, export and anti-boycott laws of any jurisdiction in which the Company or any of its Subsidiaries is incorporated or does business, including (a) the Israeli Control of Products and Services Order (Engagement in Encryption), 1974 and Israeli Control of Products and Services Declaration (Engagement in Encryption), 1998; (b) the Israeli Defense Export Control Law, 2007 and legislation, regulation and rules adopted thereunder; (c) Israeli Import and Export Order (Control of Chemical, Biological and Nuclear Sector Exports), 2004 and Israeli Import and Export Order (Control of Dual Use Goods, Services and Technology Exports), 2006; and (d) all other export control laws administered by the Israeli Ministry of Defense or the Israeli Ministry of Economy and Industry.

“Eligible Company Equityholder” shall mean a holder of a Company Ordinary Share or a Company Preferred Share, in each case outstanding immediately prior to the Acquisition Merger Effective Time.

“Employee Benefit Plan” shall mean each retirement, supplemental retirement, deferred compensation, bonus, incentive compensation, stock purchase, employee stock ownership, equity-based, phantom-equity, profit-sharing, severance, termination protection, change in control, retention, employee loan, retiree medical or life insurance, educational, employee assistance, fringe benefit and any other employee benefit plan, policy, agreement, program or arrangement or employment agreement, whether formal or informal, oral or written, which any Group Company sponsors or maintains for the benefit of its current or former employees, officers, or individuals who provide services and are compensated as individual independent contractors or directors, or with respect to which any Group Company has or could have any direct or indirect liability (contingent or otherwise).

“Encouragement Law” shall mean the Israeli Law for the Encouragement of Research, Development and Technological Innovation in the Industry, 5744-1984.

“Environmental Law” shall mean any applicable federal, state, local or foreign law, regulation, order, decree, permit, authorization, opinion, common law or agency requirement relating to: (a) the protection, investigation or restoration of the environment, health and safety (concerning exposure to Hazardous Substances), or natural resources; (b) the handling, use, presence, disposal, release or threatened release of any Hazardous Substance; or (c) noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property, and shall include the Israeli Clean Air Law, 5768-2008, Prevention of the Sea from Land Sources, 5748-1988, and Hazardous Substances Law, 5753-1993.

“Equity Exchange Ratio” shall mean the quotient obtained by dividing (a) the Equity Value Per Share by (b) the Reference Price.

“Equity Value” shall mean an amount equal to $62,500,000.

“Equity Value Per Share” shall mean an amount equal to (a) the Equity Value divided by (b) the number of Fully Diluted Company Equity Securities.

“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exchange Agent” is defined in Section 2.11.

“Extraordinary Meeting” is defined in Section 6.01(b).

“Families First Coronavirus Response Act” shall mean the Families First Coronavirus Response Act (H.R. 6201).

“FDA” shall mean the United States Food and Drug Administration, or any successor agency thereto having the administrative authority to regulate the marketing of human pharmaceutical products or biological therapeutic products, delivery systems and devices in the United States of America.

“FDA Application Integrity Policy” is defined in Section 3.29(e).

“Financial Statements” is defined in Section 3.07(a).

“Foreign Plan” is defined in Section 3.11(h).

“Fully Diluted Company Equity Securities” shall mean (a) the Company Ordinary Shares and Company Preferred Shares, in each case outstanding immediately prior to the Acquisition Merger Effective Time and (b) the Company Shares that, immediately prior to the Acquisition Merger Effective Time, are issuable on a net-issuance (‘cashless’) basis upon the exercise of Company Warrants, Company RSUs and Company Options (whether or not vested or currently exercisable), provided, however, that Fully Diluted Company Equity Securities shall not include Company Ordinary Shares issuable upon the conversion of then outstanding Company Preferred Shares.

“Fundamental Representations” shall mean: (a) in the case of the Company, the representations and warranties contained in Section 3.01 (Organization and Qualification); Section 3.02 (Company Subsidiaries); Section 3.03 (Capitalization of the Company); Section 3.04 (Authority Relative to this Agreement); Section 3.05 (No Conflict; Required Filings and Consents); Section 3.14 (Taxes) and Section 3.16 (Brokers); and (b) in the case of the SPAC Parties, the representations and warranties contained in Section 4.01 (Organization and Qualification); Section 4.02 (Capitalization); Section 4.03 (Authority Relative to this Agreement); Section 4.04 (No Conflict; Required Filings and Consents); Section 4.19 (Brokers) and ‎Section 4.20 (TopCo, Merger Sub 1 and Merger Sub 2).

“Governing Documents” shall mean the legal documents by which any Person (other than an individual) establishes its legal existence or which govern its internal affairs including, as applicable, certificates of incorporation or formation, bylaws, articles of association, limited partnership agreements and limited liability company operating agreements.

“Governmental Action/Filing” shall mean any franchise, license, certificate of compliance, authorization, consent, Order, permit, approval, consent or other action of, or any filing, registration or qualification with, any federal, state, municipal, foreign or other governmental, administrative or judicial body, agency or authority.

“Governmental Entity” shall mean: (a) any federal, provincial, state, local, municipal, foreign, national or international court, governmental commission, government or governmental authority, department, regulatory or administrative agency, board, bureau, agency or instrumentality, tribunal, arbitrator or arbitral body (public or private), or similar body; (b) any Person having regulatory authorities under Legal Requirements, including medical centers and their ethics committees or institutional review boards; (c) any self-regulatory organization; or (d) any political subdivision of any of the foregoing; for the avoidance of doubt, including any of the foregoing having jurisdiction over the payment or reporting of any Tax or charged with the enforcement or collection of any Tax.

“Governmental Grant” shall mean any grant, funding, incentive, subsidy, award, loan, participation, exemption, status, cost sharing arrangement, reimbursement arrangement or other benefit, relief, support or privilege (including approval to participate in a program or framework without receiving financial support), including any application therefor, whether pending, approved, provided or made available by or on behalf of or under the authority of the Innovation Authority or any related authorities or programs, the Investment Center, the ITA (solely with respect to “benefit” or “approved” enterprise status or similar programs), the State of Israel, and any other regional, bi- or multi-national grant program, framework or foundation (including the BIRD Foundation) for research and development, the European Union, the Fund for Encouragement of Marketing Activities of the Israeli government or any other Governmental Entity.

“Group Companies” shall mean the Company and all of its direct and indirect Subsidiaries.

“Group Company Software” shall mean all proprietary Software owned by any of the Group Companies.

“GT” is defined in Section 10.16(b).

“Hazardous Substances” shall mean any pollutant or contaminant or any toxic, radioactive, ignitable, corrosive, reactive or otherwise hazardous substance, waste or material, including petroleum, its derivatives, by-products and other hydrocarbons, and any other substance, waste or material regulated as a pollutant or otherwise as “hazardous” under any applicable Legal Requirements pertaining to the environment.

“Herzog” is defined in Section 10.16(b).

“HSR Act” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ICL” is defined in Section 2.02.

“IIA Notice” shall mean (i) a written notice of the Company to the Innovation Authority regarding the change in ownership of the Company effected as a result of the Acquisition Merger, and (ii) an undertaking in favor of the IIA to comply with the Encouragement Law, in each case in customary form and as required to be submitted to the Innovation Authority in connection with the Acquisition Merger in accordance with the Encouragement Law and the Innovation Authority’s regulations.

“Inbound License” is defined in Section 3.20(a)(xiii).

“Incentive Equity Plan” is defined in Section 6.21.

“Indebtedness” shall mean all of the following: (a) any indebtedness for borrowed money; (b) any obligations evidenced by bonds, debentures, notes or other similar instruments; (c) any obligations to pay the deferred purchase price of property, stock or services including any earn-out payments; (d) any obligations as lessee under capitalized leases; (e) any obligations, contingent or otherwise, under acceptance, letters of credit or similar facilities to the extent drawn; (f) any guaranty of any of the foregoing; (g) any accrued interest, fees and charges in respect of any of the foregoing; and (h) any prepayment premiums and penalties actually due and payable, and any other fees, expenses, indemnities and other amounts actually payable as a result of the prepayment or discharge of any of the foregoing.

“Initial TopCo Interest” is defined in ‎Section 2.10.

“Innovation Authority” shall mean the Israel Innovation Authority, formerly known as the Office of the Chief Scientist of the Israeli Ministry of Economy and Industry.

“Insider” is defined in Section 3.22(a).

“Insurance Policies” is defined in Section 3.21.

“Intellectual Property” shall mean all rights, title and interest in or relating to intellectual property throughout the world, whether protected, created or arising under the laws of the United States or any other jurisdiction, including: (a) all patents and patent applications, provisional patent applications and similar filings and any and all substitutions, divisions, continuations, continuations-in-part, divisions, reissues, renewals, extensions, reexaminations, patents of addition, supplementary protection certificates, utility models, inventors’ certificates, or the like and any foreign equivalents of the foregoing (including certificates of invention and any applications therefor) (collectively, “Patents”); (b) all copyrights, whether registered or unregistered, including any of the foregoing that protect original works of authorship or other copyrightable subject matter, including literary works (including all forms and types of Software), pictorial and graphic works (collectively, “Copyrights”); (c) all trademarks, service marks, trade names, brand names, trade dress rights, logos, corporate names, trade styles, and other source or business identifiers, together with the goodwill associated with any of the foregoing, along with all applications, registrations, renewals and extensions thereof (collectively, “Trademarks”); (d) all Internet domain names and social media accounts; (e) trade secrets, technology, discoveries and improvements, know-how, proprietary rights, formulae, confidential and proprietary information, technical information, techniques, inventions (including conceptions and/or reductions to practice), databases and data, designs, drawings, procedures, processes, algorithms, models, formulations, manuals and systems, whether or not patentable or copyrightable (collectively “Trade Secrets”); (f) designs, design rights (whether registered or unregistered), and design applications and registrations (collectively, “Designs”); (g) all moral and economic rights of authors and inventors, however denominated, rights of publicity and privacy, and database rights; (h) all applications and registrations, and any renewals, extensions and reversions, of the foregoing; and (i) all other intellectual property rights, proprietary rights, or confidential information and materials.

“Intended Tax Treatment” is defined in the Recitals hereto.

“Investment Center” shall mean the Israeli Investment and Development Authority for Industry and Economy (formerly the “Investment Center”).

“IPO” means SPAC’s initial public offering, which was completed on February 19, 2021.

“IPO SPAC Letter Agreement” means that certain letter agreement, dated February 16, 2021, entered into by SPAC with Sponsor and SPAC’s directors and officers in connection with the IPO.

“ISA” shall mean the Israeli Securities Authority.

“Israeli Option Tax Ruling” is defined in Section 6.05(b).

“Israeli Tax Ordinance” shall mean the Israeli Income Tax Ordinance [New Version], 5721-1961, and all the regulations, rules and Orders and any other provisions promulgated thereunder, as may be amended from time to time.

“Israeli Tax Rulings” is defined in Section 6.05(b).

“ITA” shall mean the Israel Tax Authority.

“Knowledge” shall mean the actual knowledge or awareness as to a specified fact or event, following reasonable inquiry, of: (a) with respect to the Company, the individuals listed on Schedule 1.01(a) of the Company Disclosure Letter and (b) with respect to SPAC and Merger Sub, the individuals listed on Schedule 1.01(a) of the SPAC Disclosure Letter.

“Legal Proceeding” shall mean any action, suit, hearing, claim, charge, audit, lawsuit, litigation, investigation (formal or informal), inquiry, arbitration or proceeding (in each case, whether civil, criminal or administrative or at law or in equity) by or before a Governmental Entity.

“Legal Requirements” shall mean any federal, state, local, municipal, foreign or other law, statute, constitution, treaty, principle of common law, resolution, ordinance, code, edict, decree, rule, regulation, ruling, injunction, judgment, Order, assessment, writ or other legal requirement, administrative policy or guidance, or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

“Letter of Transmittal” is defined in Section 2.11(a).

“Licensed Intellectual Property” shall mean all Intellectual Property that is licensed to any of the Group Companies (or which any of the Group Companies has the right to use).

“Lien” shall mean any mortgage, pledge, security interest, shared interest, encumbrance, lien, license, grant, restriction or charge of any kind (including, any conditional sale or other title retention agreement or lease in the nature thereof, any agreement to give any security interest and any restriction relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership).

“Listing Exchange” shall mean Nasdaq or such other national securities exchange that may be mutually agreed upon by the Parties.

“Marketing Agreement” is defined in Section 6.24.

“Material Suppliers” is defined in Section 3.20(a)(ii).

“Meitar” is defined in Section 10.16(b).

“Merger” and “Mergers” are defined in the Recitals hereto.

“Merger Consideration” shall mean 6,250,000 TopCo Shares issuable upon the Acquisition Merger Effective Time in consideration for the Company Ordinary Shares and the Company Preferred Shares pursuant to Section 2.08.

“Merger Proposal” is defined in Section 6.03.

“Merger Sub 1” is defined in the Preamble hereto.

“Merger Sub 2” is defined in the Preamble hereto.

“Nasdaq” is defined in Section 4.11.

“NIS” shall mean New Israeli Shekel.

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury.

“Open Source Software” shall mean any Software that is licensed or distributed (a) as “free software” (as defined by the Free Software Foundation); (b) as “open source software” or pursuant to any license identified as an “open source license” by the Open Source Initiative (www.opensource.org/licenses) or other license that substantially conforms to the Open Source Definition (opensource.org/osd), which licenses include all versions of the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the GNU Affero GPL, the MIT License, the Eclipse Public License, the Common Public License, the CDDL, the Mozilla Public License (MPL), the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL), and the Sun Industry Standards License (SISL); or (c) under Copyleft Terms.

“Order” shall mean any award, injunction, judgment, regulatory or supervisory mandate, order, writ, decree or ruling entered, issued, made, or rendered by any Governmental Entity that possesses competent jurisdiction.

“Ordinary Course of Business” means, with respect to the Company, such actions taken in the ordinary course of its normal operations and consistent with its past practices.

“Original Registration Rights Agreement” is defined in the Recitals hereto.

“Outside Date” is defined in Section 8.01(b).

“Owned Intellectual Property” shall mean all Intellectual Property owned or purported to be owned, in whole or in part, by any of the Group Companies, and includes Group Company Software.

“Owned Real Property” shall mean all real property owned or purported to be owned, in whole or in part, by any of the Group Companies.

“Parties” is defined in the Preamble hereto.

“Party” is defined in the Preamble hereto.

“Payor” is defined in Section 2.14.

“PCAOB” shall mean the Public Company Accounting Oversight Board.

“PCAOB Audited Financial Statements” is defined in Section 6.22.

“PCAOB Financial Statements” is defined in Section 6.22.

“Per Company Preferred Share Merger Consideration” is defined in Section 2.08(c).

“Per Company Ordinary Share Merger Consideration” is defined in Section 2.08(b).

“Permitted Lien” shall mean (a) Liens for current period Taxes not yet due and payable or for Taxes that are being contested in good faith by appropriate proceedings and in each case that are appropriately and sufficiently reserved for on the Financial Statements in accordance with U.S. GAAP; (b) statutory and contractual Liens of landlords with respect to leased real property; (c) Liens of carriers, warehousemen, mechanics, materialmen and repairmen incurred in the ordinary course and: (i) not yet delinquent; or (ii) that are being contested in good faith through appropriate proceedings; (d) in the case of leased real property, zoning, building, or other restrictions, variances, covenants, rights of way, encumbrances, easements and other irregularities in title, to the extent they do not, individually or in the aggregate, interfere in any material respect with the present use of or occupancy of the affected parcel by any of the Group Companies; (e) in the case of Intellectual Property, non-exclusive licenses granted to customers, suppliers, distributors, or vendors in the ordinary course; (f) purchase money Liens and Liens securing rental payments in connection with capital lease obligations of any of the Group Companies; and (g) all exceptions, restrictions, easements, imperfections of title, charges, rights-of-way and other Liens of record that do not materially interfere with the present use and value of the assets of the Group Companies and the rights under the Company Real Property Leases.

“Person” shall mean any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Entity.

“Personal Information” shall mean, in addition to any definition for such term or for any similar term (e.g., “personally identifiable information,” “protected health information,” or “PII”) provided by applicable Legal Requirement, all information that identifies, could be used to identify or is otherwise associated with an individual person or device, whether or not such information is associated with an identifiable individual. Personal Information may relate to any individual, including a current, prospective, or former customer, end user or employee of any Person, and includes information in any form or media, whether paper, electronic, or otherwise.

“Privacy and Security Policies and Procedures” is defined in Section 3.18(d).

“Privacy Laws” shall mean any and all applicable Legal Requirements relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (both technical and physical), disposal, destruction, disclosure or transfer (including cross-border) of Personal Information, including, to the extent applicable, the Federal Trade Commission Act, the California Consumer Privacy Act (as amended by the California Privacy Rights Act), the Virginia Consumer Data Protection Act, the Israeli Protection of Privacy Law, 5741-1981 and the rules and regulations promulgated thereunder, General Data Protection Regulation, Regulation 2016/679/EU on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) and any and all applicable Legal Requirements relating to marketing, advertising and breach notification in connection with Personal Information.

“Private Placement Warrants” shall mean those warrants that were part of the units purchased by the SPAC Sponsor in a private placement that occurred simultaneously with the completion of the SPAC’s IPO and are subject to the Warrant Agreement.

“Promissory Note Cap” is defined in Section 6.25.

“Proxy Clearance Date” is defined in Section 6.01(a)(i).

“Proxy Statement/Prospectus” is defined in Section 6.01(a)(i).

“Public Warrants” shall mean those warrants that were part of the units issued as part of the SPAC’s IPO and are subject to the Warrant Agreement.

“Reference Date” shall mean December 31, 2021.

“Reference Price” shall mean $10.00.

“Registration Shares” is defined in Section 6.01(a)(i).

“Registration Statement” is defined in Section 6.01(a)(i).

“Related Parties” shall mean, with respect to a Person, such Person’s former, current and future direct or indirect equityholders, controlling Persons, shareholders, optionholders, members, general or limited partners, Affiliates, Representatives, and each of their respective successors and assigns.

“Representatives” of a Person shall mean such Person’s employees, agents, officers, directors, managers, representatives and advisors.

“Required SPAC Shareholder Matters” is defined in Section 6.01(a)(i).

“Requisite Majority” shall mean the votes required to obtain the Company Shareholder Approval pursuant to the Company’s articles of association, as in effect as of the relevant Company Shareholder Approval date and/or any applicable law (including without limitation, the ICL).

“Sanctioned Country” shall mean, at any time, a country or territory which is itself the subject or target of comprehensive Sanctions (including Crimea, Cuba, Donetsk, Iran, Lebanon, Luhansk, North Korea and Syria).

“Sanctioned Person” shall mean any Person that is the subject or target of Sanctions, including (i) any Person listed in any Sanctions-related list maintained by OFAC or the U.S. Department of State, the United Nations Security Council, Israel,; (ii) any Person located, organized, resident in or national of a Sanctioned Country; or (iii) any Person fifty percent (50%) or more owned, directly or indirectly, or otherwise controlled by or acting on behalf of any such Person or Persons described in the foregoing clauses (i) and (ii).

“Sanctions” shall mean economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government through OFAC, the U.S. Department of Commerce or the U.S. Department of State, the United Nations Security Council, or Israel.

“SEC” shall mean the United States Securities and Exchange Commission.

“Section 14 Arrangement” is defined in Section 3.12(a).

“Section 102” shall mean section 102 of the Israeli Tax Ordinance.

“Section 102 Options” shall mean Company Options granted and subject to tax under Section 102(b)(2) or 102(b)(3) (if applicable) of the Israeli Tax Ordinance.

“Section 102 RSU” shall mean Company RSUs granted and subject to tax under Section 102(b)(2) or 102(b)(3) (if applicable) of the Israeli Tax Ordinance.

“Section 102 Shares” shall mean Company Ordinary Shares issued upon the exercise of Section 102 Options or granted subject to tax under Section 102(b)(2) or 102(b)(3) (if applicable) of the Israeli Tax Ordinance and held by the Section 102 Trustee pursuant to the Israeli Tax Ordinance.

“Section 102 Trustee” shall mean Altshuler Shacham Trusts Ltd., an Israeli company, which serves as the trustee of the Company’s equity incentive plan and the awards granted thereunder pursuant to Section 102(b) of the Israeli Tax Ordinance.

“Securities Act” shall mean the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securities Law” shall mean the Israeli Securities Law, 5728-1968.

“Software” shall mean any and all (a) computer software, applications, and programs (whether in source code, object code, human readable form or other form), including software compilations, application programming interfaces, mobile applications, algorithms, user interfaces, firmware, development tools, templates, menus, buttons, icons, (b) deep learning, machine learning, and other artificial intelligence technologies (collectively, “AI/ML”), and (c) all documentation, including user manuals and training materials, related to any of the foregoing or associated therewith, as well as any foreign language versions, fixes, upgrades, updates, enhancements, new versions, previous versions, new releases and previous releases thereof.

“SPAC” is defined in the Preamble hereto.

“SPAC Board” is defined in the Recitals hereto.

“SPAC Business Combination” is defined in Section 6.15(b).

“SPAC Class A Shares” means SPAC’s Class A ordinary shares, par value $0.0001 per share.

“SPAC Class B Shares” means SPAC’s Class B ordinary shares, par value $0.0001 per share.

“SPAC D&O Indemnified Party” is defined in Section 6.17(b)(i).

“SPAC D&O Tail” is defined in Section 6.17(b)(ii).

“SPAC Disclosure Letter” is defined in Article IV.

“SPAC Equity Exchange Ratio” means one (1).

“SPAC Founders Shares” means the 2,875,000 shares of SPAC issued to the SPAC Sponsor prior to SPAC’s IPO, which were initially issued as SPAC Class B Shares, and of which, as of the date of this Agreement, 2,874,999 shares have already been converted into SPAC Class A Shares, and one (1) share remains a SPAC Class B Share.

“SPAC Group” is defined in Section 10.16(a).

“SPAC Material Adverse Effect” shall mean any state of facts, change, circumstance, occurrence, event or effect, that, individually or in the aggregate: (a) has had, or would reasonably be expected to have, a materially adverse effect on the financial condition or results of operations of SPAC, TopCo, Merger Sub 1 or Merger Sub 2 (as applicable), taken as a whole; or (b) has prevented or materially delayed or impaired, or is reasonably likely to prevent or materially delay or impair, the ability of any SPAC Party(as applicable) to perform its obligations under this Agreement or to consummate the Transactions; provided, however, that in no event will any of the following (or the effect of any of the following), alone or in combination, be taken into account in determining whether a SPAC Material Adverse Effect on or in respect of any SPAC Party (as applicable) pursuant to clause (a) has occurred: (i) acts of war, sabotage, civil unrest or terrorism, or changes in global, national, regional, state or local political or social conditions; (ii) earthquakes, hurricanes, tornados, pandemics (including COVID-19 or any COVID-19 Measures) or other natural or man-made disasters; (iii) changes attributable to the public announcement or pendency of the Transactions (including the impact thereof on relationships with customers, suppliers or employees); (iv) changes or proposed changes in applicable Legal Requirements, regulations or interpretations thereof or decisions by courts or any Governmental Entity after the date of this Agreement; (v) changes in U.S. GAAP (or any interpretation thereof) after the date of this Agreement; (vi) any downturn in general economic conditions, including changes in the credit, debt, securities or financial markets (including changes in interest or exchange rates); (vii) events or conditions generally affecting special purposes acquisition companies; (viii) any failure to meet any projections, forecasts, guidance, estimates or financial or operating predictions of revenue, earnings, cash flow or cash position, provided that this clause (viii) shall not prevent a determination that the underlying facts and circumstances resulting in such failure has resulted in a SPAC Material Adverse Effect; or (ix) any actions required to be taken, or required not to be taken, pursuant to the terms of this Agreement; provided, however, that if any state of facts, developments, changes, circumstances, occurrences, events or effects related to clauses (i), (ii), (iv), (v), (vi) or (vii) above disproportionately and adversely affect the financial condition or results of operations of any SPAC Party (as applicable), taken as a whole, relative to similarly situated companies in the industries in which a SPAC Party (as applicable) conducts its operations, then such impact shall be taken into account in determining whether a SPAC Material Adverse Effect has occurred.

“SPAC Merger Consideration” shall mean the TopCo Shares issuable upon the SPAC Merger Effective Time in consideration for the SPAC Class A Shares and SPAC Class B Share pursuant to ‎Section 2.07(a).

“SPAC Merger Effective Time” is defined in Section 2.04(a).

“SPAC Parties” means, collectively, SPAC, TopCo, Merger Sub 1 and Merger Sub 2.

“SPAC Preferred Shares” is defined in Section 4.02(a).

“SPAC Privileged Communications” is defined in Section 10.16(a).

“SPAC SEC Reports” is defined in Section 4.06(a).

“SPAC Securityholder Allocations” shall mean, (a) with respect to each holder of SPAC Shares, the SPAC Merger Consideration allocable to such holder, and (b) with respect to each holder of SPAC Warrants, the number of TopCo Converted Warrants to which such holder is entitled pursuant to the terms of this Agreement.

“SPAC Shareholder Matters” is defined in Section 6.01(a)(i).

“SPAC Shareholder Redemption” is defined in Section 6.01(a)(i).

“SPAC Shareholders” is defined the Recitals hereto.

“SPAC Shares” is defined in Section 4.02(a).

“SPAC Sponsor” shall mean Moringa Sponsor, L.P., a Cayman Islands exempted limited partnership, or, where applicable, its wholly-owned subsidiary, Moringa Sponsor US L.P., a Delaware limited partnership.

“SPAC Sponsor Investment” is defined in the Recitals hereto.

“SPAC Surviving Company” is defined in ‎Section 2.01.

“SPAC Units” shall mean equity securities of SPAC each consisting of one share of SPAC Class A Shares and one-half of one Public Warrant.

“SPAC Warrants” is defined in Section 4.02(a).

“Sponsor Support Agreement” is defined in the Recitals hereto.

“Subsidiary” shall mean, with respect to any Person, any partnership, limited liability company, corporation or other business entity of which: (a) if a corporation, a majority of the total voting power of shares of capital stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; (b) if a partnership, limited liability company or other business entity, a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof; or (c) in any case, such Person controls the management thereof.

“Tax” or “Taxes” shall mean any and all Israeli and U.S. federal, state, local and other taxes, including, gross receipts, income, corporate, capital gains, profits, license, sales, use, estimated, occupation, value added, ad valorem, transfer, franchise, withholding, payroll, recapture, net worth, employment, national insurance, health, excise, property, land betterment, purchase, assessments, stamp, environmental, registration, governmental charges, duties, levies and other similar charges in the nature of a tax, in each case, imposed by a Governmental Entity, (whether disputed or not) together with all interest, penalties, and additions imposed by a Governmental Entity with respect to (or in lieu of) any such amounts.

“Tax Incentive Program” is defined in Section 3.14(r).

“Tax Return” shall mean any return, declaration, report, claim for refund, statement, election, estimation, form, information return, disclosure or other document (including estimated Tax returns and reports, withholding Tax returns and reports) filed, or required to be filed, with (or submitted to) any Governmental Entity with respect to Taxes, including any schedule or attachment thereto and any amendment thereof.

“TopCo” is defined in the Preamble hereto.

“TopCo Converted Warrants” is defined in ‎Section 2.07(c).

“TopCo Shares” shall mean ordinary shares of TopCo with $0.0001 par value per share.

“Transaction Agreements” shall mean this Agreement, the Amended Registration Rights and Lock-Up Agreement, the Amended and Restated Articles, the Company Support Agreement, the Sponsor Support Agreement, the Company Financing Subscription Agreements, the A&R Sponsor Promissory Note and all the agreements, documents, instruments and certificates entered into in connection herewith or therewith and any and all exhibits and schedules thereto.

“Transaction Expenses” means, to the extent not paid prior to Closing, all out-of-pocket fees, costs and expenses of counsel, accountants, investment bankers, experts and consultants to a Party incurred by such Party or on its behalf in connection with the consummation of the Transactions or related to the authorization, preparation, negotiation, execution and performance of this Agreement, including the preparation, printing and mailing of the Registration Statement and the Proxy Statement/Prospectus, and such other fees, costs and expenses of counsel, accountants, investment bankers, experts and consultants to a Party incurred by such Party as specified in Schedule 1.01(c).

“Transactions” shall mean the transactions contemplated pursuant to this Agreement, including the Mergers.

“Transfer Taxes” is defined in Section 6.18(a).

“Treasury Regulations” shall mean the regulations promulgated by the U.S. Department of the Treasury pursuant to and in respect of provisions of the Code.

“Trust Account” is defined in Section 4.12(a).

“Trust Agreement” is defined in Section 4.12(a).

“Trust Termination Letter” is defined in Section 6.09.

“Unaudited Financial Statements” is defined in Section 3.07(a).

“Valid Tax Certificate” shall mean a certification or ruling (which, for the avoidance of doubt, solely with respect to (a) Company Shareholders whose Company Shares (in whole or in part) originate from conversion of convertible securities, convertible loans (including, if applicable, the Company Financing), convertible instruments, SAFEs and like instruments; (b) any Person that is, or has ever been, subject to any holdback or reverse vesting mechanism; (c) any Person whose Company Shares, Company Financing Shares or Company Options are held by a trustee or nominee; or (d) any person with respect to which consideration is paid pursuant to this Agreement to a trustee or nominee, includes SPAC’s opportunity to review and comment on the application to the ITA before submission, which comments shall be considered in good faith by such holder) or any other written instructions regarding Tax withholdings issued by the ITA, in form and substance reasonably acceptable to the Exchange Agent or anyone on their behalf, including an Israeli sub-paying agent, that is applicable to the payments or other consideration to be made to any Person pursuant to this Agreement stating that no withholding, or reduced withholding, of any Israeli Tax is required with respect to such payment or other consideration or providing any other instructions regarding Tax withholding. For the avoidance of doubt, a certificate issued under the Income Tax Regulations (Withholding from Payments for Services or Assets), 5737-1977 shall not be considered a Valid Tax Certificate.

“VAT” is defined in Section 3.14.

“WARN Act” is defined in Section 3.12(h).

“Warrant Agreement” shall mean the Warrant Agreement, dated as of February 19, 2021, between SPAC and Continental Stock Transfer & Trust Company, as warrant agent.

“Withholding Drop Date” is defined in Section 2.14(b).

ARTICLE II THE MERGERS

Section 2.01 SPAC Merger

(a) At the SPAC Merger Effective Time, Merger Sub 2 will be merged with and into SPAC upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Cayman Companies Act, whereupon the separate corporate existence of Merger Sub 2 will cease and SPAC will continue its existence as the surviving entity and become a wholly-owned subsidiary of TopCo (the “SPAC Surviving Company”).

(b) From and after the SPAC Merger Effective Time, the SPAC Surviving Company will possess all the rights, powers, privileges and franchises and be subject to all of the obligations, liabilities and duties of the SPAC, all as provided under the applicable provisions of the Cayman Companies Act.

Section 2.02 Acquisition Merger

(a) At the Acquisition Merger Effective Time, Merger Sub 1 (as the target company (Chevrat Ha’Ya’ad) in the Acquisition Merger) will be merged with and into the Company (as the absorbing company (HaChevra Ha’Koletet) in the Acquisition Merger) upon the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable provisions of the Companies Law 5759-1999 of the State of Israel (together with the rules and regulations thereunder, or any statutory re-enactment or modification thereof being in force at the time, the “ICL”), whereupon the separate corporate existence of Merger Sub 1 will cease and the Company will continue its existence under the ICL as the surviving corporation and become a wholly-owned subsidiary of TopCo (the “Acquisition Surviving Sub”), on the terms and subject to the conditions set forth in this Agreement.

(b) From and after the Acquisition Merger Effective Time, the Company will possess all the rights, powers, privileges, properties and franchises and be subject to all of the obligations, liabilities and duties of the Company and Merger Sub 1, all as provided under the ICL.

Section 2.03 Closing. Unless this Agreement has been terminated pursuant to Article IX, and subject to the satisfaction or waiver of the conditions set forth in Article VII, the consummation of the Transactions (the “Closing”) will occur at a time and date to be specified in writing by the Parties which will be no later than three (3) Business Days after satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of each such conditions), or at such other time, date and place as SPAC and the Company may mutually agree in writing. The date on which the Closing actually takes place is referred to as the “Closing Date”.

Section 2.04 Effective Times.

(a) As soon as practicable on the Business Day prior to the Acquisition Merger Effective Time, SPAC and Merger Sub 2 shall execute and cause to be filed with the Registrar of Companies of the Cayman Islands, a plan of merger (the “Plan of SPAC Merger”), in the form to be agreed between SPAC and the Company, and such other documents as may be required in accordance with the applicable provisions of the Cayman Companies Act or by any other applicable Laws to make the SPAC Merger effective. The SPAC Merger shall become effective at the time when the Plan of SPAC Merger is registered by the Registrar of Companies of the Cayman Islands or at such later time permitted by the Cayman Companies Act as may be agreed by the Company and SPAC in writing and specified in the Plan of SPAC Merger (the “SPAC Merger Effective Time”).

(b) As soon as practicable after the determination of the date on which the Closing is to take place, and following the SPAC Merger Effective Time, each of the Company and Merger Sub 1 shall, in coordination with each other, deliver to the Registrar of Companies of the State of Israel (the “Companies Registrar”) a notice of the contemplated Acquisition Merger, setting forth the proposed date of the Closing on which the Companies Registrar is requested to issue a certificate evidencing the Acquisition Merger in accordance with Section 323(5) of the ICL (the “Certificate of Merger”), after another notice that the Closing has occurred is served to the Companies Registrar, which the Parties shall deliver on the Closing Date.

(c) The Acquisition Merger will become effective upon the issuance by the Companies Registrar of the Certificate of Merger in accordance with Section 323(5) of the ICL (such time as the Acquisition Merger becomes effective being the “Acquisition Merger Effective Time”).

Section 2.05 Governing Documents.

(a) At the SPAC Merger Effective Time, the SPAC’s Governing Documents, as in effect immediately prior to the SPAC Merger Effective Time, shall be amended and restated to read in their entirety in the form of amended and restated memorandum and articles of association of the SPAC Surviving Company as agreed between SPAC and the Company, and, as so amended and restated, shall be the memorandum and articles of association of the SPAC Surviving Company, unless and until thereafter amended in accordance with the terms thereof and the Cayman Companies Act.

(b) Immediately prior to the Acquisition Merger Effective Time, the articles of association of TopCo will be amended and restated in their entirety in a form of public company articles of association to be mutually agreed by SPAC and the Company (the “Amended and Restated Articles”) until thereafter changed or amended as provided therein or by applicable law.

(c) At the Acquisition Merger Effective Time, the Company’s Governing Documents, as in effect immediately prior to the Acquisition Merger Effective Time, shall be amended and restated to read in its entirety as set forth in the form of amended and restated articles of association of the Acquisition Surviving Sub as agreed between SPAC and the Company, and, as so amended and restated, shall be the articles of association of the Acquisition Surviving Sub.

Section 2.06 Directors and Officers. From and after the Effective Time, until successors are duly elected or appointed and qualified in accordance with applicable law or until their earlier death, resignation or removal in accordance with law and the applicable Governing Documents, the directors and officers of TopCo, the Acquisition Surviving Sub and the SPAC Surviving Company shall be the directors and officers as determined in accordance with in Section 6.20.

Section 2.07 Effect on SPAC and Merger Sub 2 Securities in the SPAC Merger. At the SPAC Merger Effective Time, by virtue of the SPAC Merger and without any action on the part of the SPAC, Merger Sub 2 or any holders of SPAC Shares or capital stock of Merger Sub 2:

(a) Deemed Transfer of Certain SPAC Shares. All SPAC Shares or SPAC Warrants that are owned by the SPAC or any wholly owned subsidiary of the SPAC (collectively, “SPAC Treasury Shares”) immediately prior to the SPAC Merger Effective Time, if any, shall be deemed to have been transferred to TopCo and no consideration shall be delivered or deliverable in exchange therefor.

(b) Separation of Units; Conversion of SPAC Class A Shares and SPAC Class B Shares. Immediately prior to the SPAC Merger Effective Time, all outstanding SPAC Units shall automatically separate into component SPAC Class A Shares and SPAC Warrants that are each exercisable (subject to the terms thereof) for one-half of a SPAC Class A Share. Immediately following that separation, each SPAC Class A Share and SPAC Class B Share issued and outstanding immediately prior to the SPAC Merger Effective Time (except for SPAC Treasury Shares and SPAC Founders Shares forfeited by Sponsor pursuant to ‎Section 6.24) will, by virtue of the SPAC Merger and upon the terms and subject to the conditions set forth in this Agreement, automatically be deemed to have been transferred to TopCo and automatically deemed for all purposes to represent only the right to receive a number of TopCo Shares equal to the SPAC Equity Exchange Ratio, and as of the SPAC Merger Effective Time, each holder thereof shall cease to have any other rights in or to the SPAC.

(c) Treatment of SPAC Warrants. Unless otherwise exercised into SPAC Class A Shares prior to the SPAC Merger Effective Time (including by way of exercise on a net-issuance (‘cashless’) basis), each SPAC Warrant issued and outstanding immediately prior to the SPAC Merger Effective Time (and following the separation of SPAC Units into component SPAC Class A Shares and SPAC Warrants as described in ‎Section 2.07(b) above), will, by virtue of the SPAC Merger and upon the terms and subject to the conditions set forth in this Agreement, be assumed by TopCo, and each such SPAC Warrant shall be converted into a warrant to purchase TopCo Shares (each, a “TopCo Converted Warrant”). Each TopCo Converted Warrant shall continue to have and be subject to the same terms and conditions as were applicable to such SPAC Warrant immediately before the SPAC Merger Effective Time (including expiration date and exercise provisions), except that: (i) each TopCo Converted Warrant shall be exercisable for that number TopCo Shares equal to the product (rounded down to the nearest whole number) of (A) the number of SPAC Shares subject to the SPAC Warrant immediately before the SPAC Merger Effective Time multiplied by (B) the SPAC Equity Exchange Ratio, and (ii) the per share exercise price for each TopCo Share issuable upon exercise of the TopCo Converted Warrant shall be equal to the quotient obtained by dividing (A) the exercise price per SPAC Share of such SPAC Warrant immediately before the SPAC Merger Effective Time by (B) the SPAC Equity Exchange Ratio. Unless otherwise exercised at such time, prior to the Closing, TopCo will reserve for issuance the number of TopCo Shares that will be issuable upon exercise of the TopCo Converted Warrants and, if and when a TopCo Converted Warrant is exercised, TopCo shall issue or cause to be issued the appropriate number of TopCo Shares.

(d) Conversion of Merger Sub 2 Shares. At the SPAC Merger Effective Time, each ordinary share of Merger Sub 2 issued and outstanding immediately prior to the SPAC Merger Effective Time shall cease to exist and be deemed as having been automatically and without further action converted into one validly issued, fully paid and non-assessable ordinary share of SPAC Surviving Company, which ordinary shares shall constitute the only issued and outstanding share capital of SPAC Surviving Company as of immediately after the SPAC Merger Effective Time.

Section 2.08 Effect on Company and Merger Sub 1 Securities in the Acquisition Merger. At the Acquisition Merger Effective Time, by virtue of the Acquisition Merger and without any action on the part of the Company, Merger Sub 1 or any holders of Company Shares or shares of Merger Sub 1:

(a) Deemed Transfer of Certain Company Shares. All Company Ordinary Shares or Company Preferred Shares that are owned by the Company or any wholly owned subsidiary of the Company (collectively, “Company Treasury Shares”) immediately prior to the Acquisition Merger Effective Time, if any, shall be deemed to have been transferred to TopCo and no consideration shall be delivered or deliverable in exchange therefor.

(b) Conversion of Company Ordinary Shares. Each Company Ordinary Share issued and outstanding immediately prior to the Acquisition Merger Effective Time (except for Company Treasury Shares and including, for the avoidance of doubt, any outstanding Company Ordinary Shares issued upon conversion of the Company Loans, to the extent issued and outstanding at the Acquisition Merger Effective Time or issuable upon Closing, as set out below) will, by virtue of the Acquisition Merger and upon the terms and subject to the conditions set forth in this Agreement, automatically be deemed to have been transferred to TopCo and automatically deemed for all purposes to represent only the right to receive a number of TopCo Shares equal to the Equity Exchange Ratio (the “Per Company Ordinary Share Merger Consideration”), and as of the Acquisition Merger Effective Time, each holder thereof shall cease to have any other rights in or to the Company. Notwithstanding anything in the Agreement, the Per Company Ordinary Share Merger Consideration issuable to holders of Section 102 Shares shall be deposited with the Section 102 Trustee in accordance with the provisions of Section 102 and the Israeli Option Tax Ruling.

(c) Conversion of Company Preferred Shares. Each Company Preferred Share issued and outstanding immediately prior to the Acquisition Merger Effective Time (except for Company Treasury Shares and including, for the avoidance of doubt, any outstanding Company Preferred Shares issued upon the exercise of Company Warrants, to the extent issued and outstanding at the Acquisition Merger Effective Time, as set out below) will, by virtue of the Acquisition Merger and upon the terms and subject to the conditions set forth in this Agreement, automatically be deemed to have been transferred to TopCo and automatically deemed for all purposes to represent only the right to receive a number of TopCo Shares equal to the Equity Exchange Ratio (the “Per Company Preferred Share Merger Consideration”), and as of the Acquisition Merger Effective Time, each holder thereof shall cease to have any other rights in or to the Company.

(d) Treatment of Company Warrants. Unless otherwise exercised into Company Shares prior to the Acquisition Merger Effective Time (including by way of exercise on a net-issuance (‘cashless’) basis), each Company Warrant issued and outstanding immediately prior to the Acquisition Merger Effective Time, will, by virtue of the Acquisition Merger and upon the terms and subject to the conditions set forth in this Agreement, be assumed by TopCo, and each such Company Warrant shall be converted into a warrant to purchase TopCo Shares (each, a “Converted Warrant”). Each Converted Warrant shall continue to have and be subject to the same terms and conditions as were applicable to such Company Warrant immediately before the Acquisition Merger Effective Time (including expiration date and exercise provisions), except that: (i) each Converted Warrant shall be exercisable for that number TopCo Shares equal to the product (rounded down to the nearest whole number) of (A) the number of Company Shares subject to the Company Warrant immediately before the Acquisition Merger Effective Time multiplied by (B) the Equity Exchange Ratio, and (ii) the per share exercise price for each TopCo Share issuable upon exercise of the Converted Warrant shall be equal to the quotient obtained by dividing (A) the exercise price per Company Share of such Company Warrant immediately before the Acquisition Merger Effective Time by (B) the Equity Exchange Ratio. Unless otherwise exercised at such time, prior to the Closing, TopCo will reserve for issuance the number of TopCo Shares that will be issuable upon exercise of the Converted Warrants and, if and when a Converted Warrant is exercised, TopCo shall issue or cause to be issued the appropriate number of TopCo Shares.

(e) Conversion of Merger Sub 1 Shares. At the Acquisition Merger Effective Time, each ordinary share of Merger Sub 1 issued and outstanding immediately prior to the Acquisition Merger Effective Time shall cease to exist and be deemed as having been automatically and without further action cancelled, and the Company Shares shall constitute the only outstanding share capital of Acquisition Surviving Sub as of immediately after the Acquisition Merger Effective Time.

Section 2.09 Treatment of Company Options and Company RSUs.

(a) Immediately prior to the Acquisition Merger Effective Time, all outstanding Company Options shall be accelerated and become fully vested. At the Acquisition Merger Effective Time, all of the Company Options outstanding immediately prior to the Acquisition Merger Effective Time will, automatically and without any action on the part of any Company Optionholder or beneficiary thereof, be assumed by TopCo, and each such Company Option shall be converted into an option to purchase TopCo Shares (each, a “Converted Option”). Each Converted Option shall continue to have and be subject to the same terms and conditions (including the terms and conditions set forth in the Company Option Plan, as amended, and the applicable option agreement) as were applicable to such Company Option immediately before the Acquisition Merger Effective Time (including expiration date and exercise provisions), except that: (i) each Converted Option shall be exercisable for that number of TopCo Shares equal to the product (rounded down to the nearest whole number) of (A) the number of Company Ordinary Shares subject to the Company Option immediately before the Acquisition Merger Effective Time multiplied by (B) the Equity Exchange Ratio; and (ii) the per share exercise price for each TopCo Share issuable upon exercise of the Converted Option shall be equal to the quotient obtained by dividing (A) the exercise price per Company Ordinary Share of such Company Option immediately before the Acquisition Merger Effective Time by (B) the Equity Exchange Ratio. Without derogating from the generality of the foregoing, with respect to Converted Options substituting any Company Option that is a Section 102 Option, consistent with the terms of the Israeli Option Tax Ruling (i) such Converted Options shall continue to be classified under the same tax arrangement and (ii) such Converted Options shall be deposited with the Section 102 Trustee in accordance with the provisions of Section 102 and the Israeli Option Tax Ruling.

(b) At the Acquisition Merger Effective Time, all Company RSUs outstanding immediately prior to the Effective Time will, automatically and without any action on the part of any Company RSUholder or beneficiary thereof, be assumed by TopCo, and each such Company RSU shall be converted into an RSU for TopCo Shares (each, a “Converted RSU”). Each Converted RSU shall continue to have and be subject to the same terms and conditions (including the terms and conditions set forth in the Company Option Plan, as amended, and the applicable RSU agreement) as were applicable to such Company RSU immediately before the Acquisition Merger Effective Time (including vesting schedule), except that each Converted RSU shall be convertible into that number of TopCo Shares equal to the product (rounded down to the nearest whole number) of (A) the number of Company Shares subject to the Company RSU immediately before the Acquisition Merger Effective Time multiplied by (B) the Equity Exchange Ratio. Without derogating from the generality of the foregoing, with respect to Converted RSUs substituting any Company RSU that is a Section 102 RSU, consistent with the terms of the Israeli Option Tax Ruling, (i) such Converted RSUs shall continue to be classified under the same tax arrangement and (ii) such Converted RSUs shall be deposited with the Section 102 Trustee in accordance with the provisions of Section 102 and the Israeli Option Tax Ruling.

(c) Following the Acquisition Merger Effective Time, the Company shall deliver to each Company Awardholder a notice, in a form reasonably acceptable to TopCo, setting forth the effect of the Acquisition Merger on such Company Awardholder’s Company Options and/or Company RSUs and describing the treatment of such Company Options and Company RSUs in accordance with this Section 2.09.

(d) Prior to the Acquisition Merger Effective Time, the Company shall, to the extent required under the terms of the Company Option Plan: obtain any necessary consents, waivers or releases; adopt applicable resolutions; amend the terms of the Company Option Plan or any outstanding awards; and take all other appropriate actions to: (i) effectuate the provisions of this Section 2.09; and (ii) ensure that after the Acquisition Merger Effective Time neither any holder of Company Options and/or Company RSUs, any beneficiary thereof, nor any other participant in the Company Option Plan shall have any right thereunder to acquire or receive any securities of Company or to receive any payment or benefit with respect to any award previously granted under the Company Option Plan, except as provided in this Section 2.09. At the Acquisition Merger Effective Time, TopCo shall assume the Company Option Plan, provided that all references to “Company” in the Company Option Plan and the documents governing the Converted Options and Converted RSUs after the Acquisition Merger Effective Time will be deemed references to TopCo. Prior to the Acquisition Merger Effective Time, TopCo shall adopt the New Equity Plan, and from and after the Acquisition Merger Effective Time, TopCo shall take all reasonably necessary actions to ensure compliance by TopCo with the Israeli Option Tax Ruling and the provisions of Section 102.

(e) TopCo will (i) reserve for issuance the number of Ordinary Shares that will become subject to the Converted Options and Company RSUs and (ii) issue or cause to be issued the appropriate number of Ordinary Shares, upon the exercise of the Converted Options or vesting of Converted RSUs. As soon as practicable following the date that is 60 days after the date of filing of the Closing Form 8-K, TopCo will prepare and file with the SEC a registration statement on Form S-8 (or other appropriate form) registering a number of Ordinary Shares necessary to fulfill TopCo’s obligations under this Section 2.09. The Company and its counsel shall reasonably cooperate with and assist TopCo in the preparation of such registration statement.

(f) Immediately prior to the Acquisition Merger Effective Time, all Company Shares reserved under the pool created for the benefit of the Company Option Plan and remaining unallocated at that time (including as Company Options or RSUs) will be expunged, and the TopCo Board will simultaneously approve the reservation of an agreed amount of TopCo Shares as a pool under the New Incentive Plan, for future grant to directors, officers, employees and service providers of the combined business (the “New Incentive Plan Pool”).

Section 2.10 TopCo Share Forfeiture. In order to facilitate the formation of TopCo, SPAC Sponsor has been issued one TopCo Share (the “Initial TopCo Interest”), being all of the issued share capital of TopCo as of the date hereof. At the time of the initial $350,000 SPAC Sponsor Investment, upon the issuance of TopCo Shares to SPAC Sponsor in respect of such investment, subject to the terms and conditions set forth in this Agreement, and in accordance with the relevant provisions of the Cayman Companies Act and the Governing Documents of TopCo, the Initial TopCo Interest shall be automatically forfeited.

Section 2.11 Issuance of TopCo Shares.

(a) (i) At the SPAC Merger Effective Time, TopCo shall issue the TopCo Shares that constitute the SPAC Merger Consideration, and (ii) at the Acquisition Merger Effective Time, TopCo shall issue the TopCo Shares that constitute the Merger Consideration.

(b) Notwithstanding anything in this Agreement, no fraction of a TopCo Share will be issued by virtue of either of the Mergers, and the Persons who would otherwise be entitled to a fraction of a TopCo Share shall receive from TopCo, in lieu of such fractional share, and to the extent a fractional TopCo Share is issuable as part of the Merger Consideration or SPAC Merger Consideration after aggregating all fractional TopCo Shares that otherwise would be received by such shareholder, one TopCo Share.

(c) The number of TopCo Shares that each Person is entitled to receive as a result of a Merger and as otherwise contemplated by this Agreement shall be adjusted to reflect appropriately the effect of any stock split, split-up, reverse stock split, stock dividend or distribution (including any dividend or distribution of securities convertible into TopCo Shares), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to TopCo Shares occurring on or after the date hereof and prior to the Closing.

Section 2.12 Exchange Procedures.

(a) Following the date hereof and prior to the Closing Date, TopCo shall appoint Continental Stock Transfer & Trust Company or another mutually agreed and qualified exchange agent and anyone on its behalf, including, if and as applicable, an Israeli sub-paying agent, to act as the exchange agent in connection with the Mergers (the “Exchange Agent”). Promptly after the appointment of the Exchange Agent, TopCo shall, if required, cause the Exchange Agent to mail to each holder of record of Company Shares and SPAC Shares entitled to receive Merger Consideration or SPAC Merger Consideration pursuant to this Article II, a letter of transmittal, in a form and substance reasonably acceptable to the Company and SPAC (a “Letter of Transmittal”), and instructions for use in effecting, among other things, the surrender of the certificates evidencing Company Shares or SPAC Shares, in physical or electronic form, as the case may be (the “Certificates”), in exchange for the applicable portion of Merger Consideration or SPAC Merger Consideration payable to such holder. The Exchange Agent shall: (i) at or promptly following the SPAC Merger Effective Time or Acquisition Merger Effective Time, as the case may be, issue to each holder of record of Company Shares or SPAC Shares entitled to receive Merger Consideration or SPAC Merger Consideration pursuant to this Article II that, at least three (3) Business Days prior to the Closing Date, has delivered a Certificate (if applicable) and a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any other customary documents that the Exchange Agent may reasonably require in connection therewith, the applicable portion of the Merger Consideration or SPAC Merger Consideration with respect to such Company Shares or SPAC Shares and all Certificates (if applicable) shall forthwith be canceled; and (ii) following the SPAC Merger Effective Time or Acquisition Merger Effective Time, as the case may be, with respect to any holder of record of Company Shares or SPAC Shares entitled to receive Merger Consideration or SPAC Merger Consideration pursuant to this Article II that did not receive Merger Consideration or SPAC Merger Consideration pursuant to clause (i), no later than three (3) Business Days after receipt of a Certificate (if applicable) and a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any other customary documents that the Exchange Agent may reasonably require in connection therewith, issue to the holder of such Company Shares or SPAC Shares the applicable portion of the Merger Consideration or SPAC Merger Consideration with respect to such Company Shares or SPAC Shares and all Certificates (if applicable) shall forthwith be canceled. Until so surrendered, each outstanding Certificate that prior to the SPAC Merger Effective Time or Acquisition Merger Effective Time, as the case may be, represented Company Shares or SPAC Shares (other than Company Treasury Shares and Company Shares, or SPAC Treasury Shares, canceled pursuant to this Article II, or SPAC Founders Shares forfeited by Sponsor pursuant to ‎Section 6.24) shall be deemed from and after the SPAC Merger Effective Time or Acquisition Merger Effective Time, as the case may be, for all purposes, to evidence the right to receive the applicable portion of the Merger Consideration or SPAC Merger Consideration. If after the SPAC Merger Effective Time or Acquisition Merger Effective Time, as the case may be, any Certificate is presented to the Exchange Agent, it shall be canceled and exchanged as provided pursuant to this Article II. Notwithstanding anything to the contrary in this Section 2.11(a), (i) the portion of the Merger Consideration that shall be issued with respect to Section 102 Shares will be deposited with the Section 102 Trustee for the benefit of each beneficiary holder in accordance with the Israeli Option Tax Ruling and Section 102; and (ii) if the 104H Tax Ruling or 104H Interim Tax Ruling is sought by the Company in accordance with Section 6.05, the portion of the Merger Consideration that shall be issued with respect to the Company Shares of the Electing Holders will be deposited with the 104H Trustee for the benefit of each Electing Holder.

(b) If any portion of the Merger Consideration or SPAC Merger Consideration is to be issued to a Person other than the Person in whose name a surrendered Certificate is registered, it shall be a condition to such issuance that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

(c) Any Merger Consideration or SPAC Merger Consideration held by the Exchange Agent remaining unclaimed by a holder of Company Shares or SPAC Shares three years after the Closing Date (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable law, the property of TopCo free and clear of any claims or interest of any Person previously entitled thereto.

(d) No dividends or other distributions declared or made after the SPAC Merger Effective Time or Acquisition Merger Effective Time, as the case may be, with respect to the Company Shares or SPAC Shares with a record date after the SPAC Merger Effective Time or Acquisition Merger Effective Time, as the case may be, shall be paid to the holder of any un-surrendered Certificate with respect to the Company Shares or SPAC Shares issuable to such holder hereunder in consideration for the surrender of such Certificate until the holder of such Certificate shall surrender such Certificate.

(e) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of loss and indemnity by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Company, SPAC or the Exchange Agent, the posting by such Person of a bond, in such reasonable amount as the Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall issue, in exchange for such lost, stolen or destroyed Certificate, the applicable portion of the Merger Consideration or SPAC Merger Consideration to be issued in respect of the Company Shares or SPAC Shares formerly represented by such Certificate in accordance with this Agreement.

Section 2.13 Certificates.

(a) Securityholder Allocations Certificate. Not later than two (2) Business Days prior to the Closing Date, (i) the Company shall deliver to SPAC written notice setting forth the Company Securityholder Allocations and (ii) SPAC shall deliver to the Company written notice setting forth the SPAC Securityholder Allocations, which, in each case, shall be final and binding on the Parties.

(b) Company Expenses Certificate. Not later than two (2) Business Days prior to the Closing Date, the Company shall deliver to SPAC written notice setting forth the Company’s good faith estimate, as of the Closing, of the unpaid Transaction Expenses of the Company (including a list of all such unpaid expenses together with written invoices and wire transfer instructions for the payment thereof).

(c) SPAC Expenses Certificate. Not later than two (2) Business Days prior to the Closing Date, SPAC shall deliver to the Company written notice setting forth SPAC’s good faith estimate, as of the Closing, of the unpaid Transaction Expenses of the SPAC (including a list of all such unpaid expenses together with written invoices and wire transfer instructions for the payment thereof).

Section 2.14 U.S. Tax Treatment of the Transactions.

(a) It is intended by the Parties that, for U.S. federal, state and local income Tax purposes, Mergers shall be treated in accordance with the Intended Tax Treatment.

(b) For U.S. federal income tax purposes (and for purposes of any applicable state or local Tax purposes that follow the U.S. federal income tax treatment), the Parties shall prepare and file all Tax Returns consistent with the Intended Tax Treatment and shall not take any inconsistent position on any Tax Return, or during the course of any audit, litigation or other proceeding with respect to Taxes, except as otherwise required by a “determination” within the meaning of Section 1313(a) of the Code.

Section 2.15 Withholding Taxes.

(a) Notwithstanding anything in this Agreement to the contrary, Exchange Agent, TopCo, the 104H Trustee, the Section 102 Trustee, their respective Affiliates, and any other applicable withholding agent (each, a “Payor”) shall be entitled to deduct and withhold from any amount payable or other consideration deliverable pursuant to this Agreement any amount required to be deducted or withheld with respect to the making of such payment or delivery of such consideration under applicable Legal Requirements. To the extent that amounts are so deducted or withheld and paid to the appropriate Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

(b) Notwithstanding the provisions of Section 2.14(a), but subject to the provisions of the 103K Tax Ruling, the 104H Tax Ruling or the 104H Interim Tax Ruling, as applicable, with respect to Israeli Taxes, and in accordance with the undertaking provided prior to Closing by the Exchange Agent or anyone on its behalf to TopCo, as required under Section 6.2.4.3 of the Income Tax Circular 19/2018 (Transaction for Sale of Rights in a Corporation that includes Consideration that will be transferred to the Seller at Future Dates), any payment payable or other consideration deliverable pursuant to this Agreement to any recipient (excluding payments pursuant to this Agreement with respect to Section 102 Options, Section 102 RSUs, Section 3(i) Options or Section 102 Shares) shall be paid or delivered to and retained by the Exchange Agent, in each case for the benefit of such payment recipient for a period of 365 days from the Closing Date or an earlier date required in writing by such payment recipient (the “Withholding Drop Date”), during which time unless requested otherwise by the ITA or by the payment recipient, no payments or other consideration shall be made by the Exchange Agent to any payment recipient and no amounts for Israeli Taxes shall be withheld from the payments or other consideration deliverable pursuant to this Agreement‎, except as provided below and during which time each payment recipient may obtain a Valid Tax Certificate.

(c) If a payment recipient delivers, no later than five (5) Business Days prior to the Withholding Drop Date, a Valid Tax Certificate to the Exchange Agent, determining such recipient’s tax liability, the Exchange Agent shall withhold and transfer to the ITA such amount of withholding due from such recipient as specified in such Valid Tax Certificate, and shall pay to such recipient only the balance of the payment due to such recipient that is not so withheld.

(d) If any payment recipient either (A) does not provide the Exchange Agent with a Valid Tax Certificate by no later than five (5) Business Days before the Withholding Drop Date, or (B) submits a written request to the Exchange Agent to release his, her or its portion of the consideration payable or otherwise deliverable prior to ‎the Withholding Drop Date and fails to submit a Valid Tax Certificate no later than five (5) Business Days before such time, then then Israeli Tax will be withheld from such recipient’s portion of the consideration as determined by TopCo and the Exchange Agent in accordance with the Israeli Tax Ordinance, which amount shall be delivered to the ITA by the Exchange Agent and the Exchange Agent shall pay to such recipient the balance of the payment due to such recipient that is not so withheld.

(e) Notwithstanding anything to the contrary in this Agreement, if the 103K Tax Ruling or the 104H Tax Ruling or the 104H Interim Tax Ruling, as the case may be, shall be obtained and delivered to TopCo and its Israeli advisors prior to the applicable withholding date in form and substance reasonably acceptable to TopCo, then the provisions of such ruling shall apply and all applicable withholding procedures with respect to the Company Shareholders or Electing Holders, as applicable, shall be made in accordance with the provisions of Section 103K or Section 104H of the Israel Tax Ordinance and provisions of such ruling, as applicable. For the avoidance of doubt, it is being clarified that the 103K Tax Ruling or the 104H Tax Ruling or the 104H Interim Tax Ruling, as the case may be, as well as any letter of transmittal used in the process (if any), shall reflect, include or refer to the actual holdings of the Company Securityholders and such holdings shall be approved by such Company Securityholders as a condition for the payment/release of Shares.

(f) Notwithstanding the above, any consideration paid or issued to a holder of Company Options, Section 102 RSUs or Section 102 Shares will be subject to deduction or withholding of Israeli Tax under the Israeli Tax Ordinance on the 16th day of the calendar month following the month during which the Closing occurs, unless prior to the 16th day of the calendar month following the month during which the Closing occurs, (i) with respect to Section 102 Options, Section 3(i) Options, Section 102 RSUs and Section 102 Shares, the Israeli Option Tax Ruling shall have been obtained, in which case, SPAC or the Company, or any Person acting on their behalf, will act in accordance with the Israeli Option Tax Ruling; (ii) with respect to holders of Company Options that are not residents of Israel for Tax purposes, are engaged by a non-Israeli resident Company Subsidiary and who were granted such Company Options and/or Company RSUs in consideration for work or services performed solely outside of Israel (provided that any such holder provides TopCo with a validly executed residency declaration in a form mutually agreed by TopCo and the Company, provided that, if the ITA prescribes such a form, including in connection with any tax ruling given in connection with the Transactions, then such form shall be used), the Converted Options and Converted RSUs shall be issued to the applicable non-Israeli resident, and (iii) with respect to any holder of Company Options and/or Company RSUs which does not fall under sub-sections (i) and (ii) above, a Valid Tax Certificate was provided.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the letter dated as of the date of the Original Agreement delivered by the Company to SPAC prior to or in connection with the execution and delivery of the Original Agreement (the “Company Disclosure Letter”), the Company hereby represents and warrants to the SPAC Parties as of the date of the Original Agreement and as of the Closing Date (other than such representations and warranties that are expressly made as of a certain date, which are made as of such date) as follows:

Section 3.01 Organization and Qualification. The Company (a) is a limited liability company duly formed, validly existing and in good standing under the applicable Legal Requirements of the State of Israel, (b) is not a “breaching company” (within the meaning of Section 362.A of the ICL) and no proceedings have been commenced to strike the Company from the registry of companies maintained by the Companies Registrar, and (c) has all requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted. The Company is duly qualified to do business in each jurisdiction in which it is conducting its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of the Company as currently in effect, have been made available to SPAC. The Company is not in violation of any of the provisions of the Company’s Governing Documents.

Section 3.02 Company Subsidiaries.

(a) The Company’s direct and indirect Subsidiaries, together with their jurisdiction of incorporation or organization, as applicable, are listed on Schedule 3.02(a) of the Company Disclosure Letter (the “Company Subsidiaries” and each a “Company Subsidiary”). The Company owns, directly or indirectly, all of the outstanding equity securities of the Company Subsidiaries, free and clear of all Liens (other than Permitted Liens).  Except for the Company Subsidiaries, the Company does not own, directly or indirectly, any ownership, equity, profits or voting interest in any Person or have any agreement or commitment to purchase any such interest, and has not agreed and is not obligated to make nor is bound by any written, oral or other Contract, binding understanding, option, warranty or undertaking of any nature, under which it may become obligated to make, any future investment in or capital contribution to any other entity.

(b) Each Company Subsidiary is duly incorporated, formed or organized, validly existing and (where applicable) in good standing under the laws of its jurisdiction of incorporation, formation or organization and has the requisite corporate, limited liability company or equivalent power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted.  Each Company Subsidiary is duly qualified to do business in each jurisdiction in which the conduct of its business, or the operation, ownership or leasing of its properties, makes such qualification necessary, other than in such jurisdictions where the failure to so qualify or be in good standing would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Complete and correct copies of the Governing Documents of each Company Subsidiary, as amended and currently in effect, have been made available to SPAC.  No Company Subsidiary is in violation of any of the provisions of its Governing Documents.

(c) All issued and outstanding shares of capital stock, limited liability company interests and equity interests of each Company Subsidiary (i) have been duly authorized, validly issued, fully paid and are non-assessable, (ii) are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right and (iii) have been offered, sold and issued in compliance in all material respects with applicable Legal Requirements and the applicable Company Subsidiary’s respective Governing Documents.

(d) There are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which any Company Subsidiary is a party or by which it is bound obligating such Company Subsidiary to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any ownership interests of such Company Subsidiary or obligating such Company Subsidiary to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.

Section 3.03 Capitalization of the Company.

(a) Schedule 3.03(a) of the Company Disclosure Letter sets forth, as of the date of the Original Agreement, (i) the authorized share capital of the Company, (ii) the number, class and series of Company Shares (including any such Company Shares issued on the date of the Original Agreement (but subsequent to the execution of the Original Agreement)) owned by each holder thereof, together with the name of each registered holder thereof and which Company Ordinary Shares are Section 102 Shares, and the date of deposit of the Section 102 Share with the Section 102 Trustee, including the date of deposit of the applicable board or committee resolution and the date of deposit of the grant agreement with the Section 102 Trustee, (iii) a list of all holders of outstanding Company Options and Company RSUs, including the number of Company Ordinary Shares subject to each such Company Option and Company RSU, the grant date, and exercise price for such Company Option, the extent to which such Company Option and Company RSU is vested and exercisable and the date on which such Company Option expires, whether each such Company Option and Company RSU is a Section 102 Option or Section 102 RSU, including the applicable sub-section of Section 102, and for Section 102 Options and Section 102 RSUs, the date of deposit of such Company Option or Company RSU with the Section 102 Trustee, including the date of deposit of the applicable board or committee resolution and the date of deposit of the grant agreement with the Section 102 Trustee, and (iv) a list of all holders of outstanding Company Warrants, including the number of Company Shares issuable upon the exercise of each Company Warrant.

(b) Except for currently outstanding Company Options and Company RSUs which have been granted to employees, consultants or directors pursuant to the Company Option Plan, Company Warrants or as disclosed on Schedule 3.03(b) of the Company Disclosure Letter or otherwise pursuant to the Company’s articles of association, as may be amended, (i) no subscription, warrant, option, convertible or exchangeable security, or other right (contingent or otherwise) to purchase or otherwise acquire equity securities of the Company or any of its Subsidiaries is authorized or outstanding, and (ii) there is no commitment by the Company or its Subsidiaries to issue shares, subscriptions, warrants, options, convertible or exchangeable securities, or other similar equity rights, to distribute to holders of their respective equity securities any evidence of indebtedness, to repurchase or redeem any securities of the Company or its Subsidiaries or to grant, extend, accelerate the vesting of, change the price of, or otherwise amend any warrant, option, convertible or exchangeable security. There are no declared or accrued unpaid dividends with respect to any equity securities of the Company or any of its Subsidiaries.

(c) All issued and outstanding Company Shares (including those that will be issued immediately following the execution of this Agreement, and the Company Financing Shares resulting from the Company Financing) are, and all Company Shares which may be issued pursuant to the exercise or conversion of Company Options, Company RSUs, Company Warrants and Company Preferred Shares, when issued in accordance with the terms of the Company Options, Company Warrants and Company Preferred Shares, respectively, will be, (i) duly authorized, validly issued, fully paid and non-assessable, (ii) not subject to any preemptive rights created by statute, the Company’s Governing Documents or any agreement to which the Company is a party, and (iii) other than as set forth in the Company’s Governing Documents, free of any Liens. All issued and outstanding Company Shares, Company Options, Company RSUs, Company Warrants and Company Preferred Shares (including those that will be issued immediately following the execution of this Agreement) were issued in compliance in all material respects with applicable Legal Requirements.

(d) No outstanding Company Shares (including those that will be issued immediately following the execution of this Agreement) are subject to vesting or forfeiture rights or repurchase by a Group Company. There are no outstanding or authorized stock appreciation, dividend equivalent, phantom stock, profit participation or other similar rights with respect to any Group Company or any of its securities.

(e) All distributions, dividends, repurchases and redemptions in respect of the capital stock (or other equity interests) of the Company were undertaken in compliance with the Company’s Governing Documents then in effect, any agreement to which the Company then was a party and in compliance with applicable Legal Requirements.

(f) Except in connection with the Transactions, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings, to which any Group Company is a party or by which any Group Company is bound with respect to any ownership interests of the applicable Group Company.

(g) Except as provided for in this Agreement, as a result of the consummation of the Transactions, no share capital, warrants, options or other securities of any Group Company are issuable and no rights in connection with any shares, warrants, options or other securities of any Group Company accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility or otherwise).

(h) No Group Company has any Indebtedness. No Group Company has availed itself of any loan, grant or other payment from any Governmental Entity in connection with COVID-19, including any loans under the CARES Act or the Payment Protection Program.

(i) The Company has taken the actions necessary, including by way of amending any outstanding Company Financing Subscription Agreements, to cause each Company Financing to be completed (and, if in the form of convertible debt, automatically converted prior to the Acquisition Merger Effective Time) by the issuance of Company Ordinary Shares pursuant to the terms of such Company Financing (as may be amended). Upon the completion of each Company Financing and, if applicable, conversion of the Company Financing Amounts into Company Ordinary Shares, all of the Company Financing Amounts shall have been invested for Company Ordinary Shares, no loans (if applicable) in respect thereof shall be outstanding, no payment or distribution shall be made with respect thereto, and each Company Financer shall thereafter cease to have any rights with respect to any Company Financing Amounts (other than the right to receive the Per Company Ordinary Share Merger Consideration pursuant to Section 2.08(b) in respect of the Company Financing Shares received by the Company Financers.

Section 3.04 Authority Relative to this Agreement. The Company has all requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that the Company has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactions (including the Acquisition Merger). The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company of the Transactions (including the Acquisition Merger) have been duly and validly authorized by all corporate action on the part of the Company (including the approval by its board of directors), and no other proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions other than receipt of the Requisite Majority approval. This Agreement and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of the Company, enforceable against the Company in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

Section 3.05 No Conflict; Required Filings and Consents.

(a) The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party do not, the performance of this Agreement and the other Transaction Agreements to which it is a party by the Company shall not, and the consummation of the Transactions will not: (i) conflict with or violate any Group Company’s Governing Documents; (ii) assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 3.05(b) are duly and timely obtained or made, conflict with or violate any applicable Legal Requirements; (iii) result in any breach of or constitute a default (with or without notice or lapse of time, or both) under, or impair the Company’s or any of its Subsidiaries’ rights or, in a manner adverse to any of the Group Companies, alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, acceleration (including any forced repurchase) or cancellation under, or result in the creation of a Lien (other than any Permitted Lien) on any of the properties or assets of any of the Group Companies pursuant to, any Contracts, except with respect to clause (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole.

(b) The execution and delivery of this Agreement by the Company, or the other Transaction Agreements to which it is a party, does not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except for: (i) the issuance of the Certificate of Merger; (ii) the filing and effectiveness of the Registration Statement that includes the Proxy Statement/Prospectus in accordance with the Securities Act and the Exchange Act; (iii) applicable requirements, if any, of the Securities Act, the Exchange Act or blue sky laws, and the rules and regulations thereunder; (iv) the filing of the IIA Notice; (v) the receipt of the ISA Exemptions, (vi) the filing of any notifications required pursuant to Antitrust Laws, and the expiration of the required waiting periods thereunder; and (vii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, or reasonably be expected to prevent or materially delay or impair the consummation of the Transactions or the ability of the Company to perform its obligations under this Agreement or the other Transaction Agreements.

Section 3.06 Compliance; Approvals. Each of the Group Companies has since the Reference Date complied with and is not in violation of any applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which, individually or in the aggregate, have not been and are not reasonably likely to be material to the Group Companies, taken as a whole or reasonably be expected to prevent or materially delay or impair the consummation of the Transactions or the ability of the Company to perform its obligations under this Agreement or the other Transaction Agreements.  To the Knowledge of the Company, no notice of non-compliance with any applicable Legal Requirements has been received by any of the Group Companies since the Reference Date.  Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted except for failures to possess such Approvals which, individually or in the aggregate, have not been and are not reasonably likely to be material to the Group Companies, taken as a whole or reasonably be expected to prevent or materially delay or impair the consummation of the Transactions or the ability of the Company to perform its obligations under this Agreement or the other Transaction Agreements. Each Approval held by the Group Companies is valid, binding and in full force and effect in all material respects. None of the Group Companies (i) is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition or provision of any such Approval, or (ii) has received any notice in writing from a Governmental Entity that has issued any such Approval that it intends to cancel, terminate, modify or not renew any such Approval, except in the case of clauses (i) and (ii) as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole.

Section 3.07 Financial Statements.

(a) The Company has made available to SPAC true and complete copies of: (i) the audited consolidated balance sheets of the Group Companies as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity (deficit) and cash flows of the Group Companies for the fiscal years then ended (collectively, the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheets of the Group Companies as of December 31, 2023 and the related consolidated statements of operations, shareholders’ deficit and cash flows of the Group Companies for the fiscal year then ended (the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). The Financial Statements: (i) fairly present in all material respects the financial position of the Group Companies, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended; (ii) were prepared in conformity with U.S. generally accepted accounting principles (“U.S.  GAAP”) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto and subject to audit adjustments that will not be material in amount or effect); (iii) were prepared from, and are in accordance with, the books and records of the Group Companies and (v) in the case of the Audited Financial Statements, were audited in accordance with the standards of the PCAOB.

(b) To the Knowledge of the Company, since the Reference Date, the Company has established and maintained a system of internal controls sufficient to provide reasonable assurance (i) that transactions are executed in accordance with management’s authorizations, (ii) that transactions, receipts and expenditures of the Group Companies are being executed and made only in accordance with appropriate authorizations of management of the Company, (iii) that transactions are recorded as necessary to permit preparation of financial statements to maintain accountability for assets, (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of the Group Companies and (v) that accounts, notes and other receivables and inventory are recorded accurately. The Company has not identified or been made aware of, and has not received from its independent auditors any notification of, any (x) “significant deficiency” in the internal controls over financial reporting of the Group Companies, (y) “material weakness” in the internal controls over financial reporting of the Group Companies or (z) fraud, whether or not material, that involves management or other employees of the Group Companies who have a role in the internal controls over financial reporting of the Group Companies.

(c) There are no outstanding loans or other extensions of credit made by the Group Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Company.

(d) None of the Group Companies is a party to, or has any commitment to become a party to any material off-balance sheet partnership or similar arrangement (including any Contract or agreement relating to any transaction or relationship between or among the Company and any of the Group Companies, on the one hand, and any unconsolidated affiliate on the other hand), including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(e) None of the Group Companies has stopped paying, for any material duration, its debts as they fall due.

Section 3.08 No Undisclosed Liabilities. The Group Companies have no material liabilities (whether direct or indirect, absolute, accrued, contingent or otherwise), except: (a) liabilities provided for in, or otherwise disclosed or reflected in the most recent balance sheet included in the Financial Statements; (b) liabilities arising in the Ordinary Course of Business since the date of the most recent balance sheet included in the Financial Statements; (c) liabilities incurred in connection with the negotiation, preparation or execution of this Agreement or any Transaction Agreements; and (d) obligations for future performance under any Contract to which any Group Company is party or bound (unrelated to any breach or violation thereof).

Section 3.09 Absence of Certain Changes or Events. Except as contemplated by this Agreement, since December 31, 2022, each of the Group Companies has conducted its business in the Ordinary Course of Business and there has not been: (a) any Company Material Adverse Effect; or (b) any action taken or agreed upon by any of the Group Companies that would be prohibited by Section 6.01 if such action were taken on or after the date hereof without the consent of SPAC.

Section 3.10 Litigation. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, there is not, and since the Reference Date there has not been: (a) any pending or, to the Knowledge of the Company, threatened Legal Proceeding against any Group Company or any of its properties or assets, or any of the directors, managers or officers of any Group Company with regard to their actions as such; (b) any pending or, to the Knowledge of the Company, threatened audit, examination or investigation by any Governmental Entity against any Group Company or any of its properties or assets, or any of the directors, managers or officers of any Group Company with regard to their actions as such; (c) any pending or threatened Legal Proceeding by any Group Company against any third party; (d) any settlement or similar agreement that imposes any material ongoing obligation or restriction on any Group Company; and (e) any Order imposed or, to the Knowledge of the Company, threatened to be imposed upon any Group Company or any of its respective properties or assets, or any of the directors, managers or officers of any Group Company with regard to their actions as such.

Section 3.11 Employee Benefit Plans.

(a) Schedule 3.11(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each material Employee Benefit Plan, excluding any individual employment or consulting agreement or offer letter that either: (i) is terminable by the Company at will or upon a notice of thirty days or less; or (ii) provides for notice and/or garden leave and/or severance obligations only as required by applicable Legal Requirements, in each case, so long as such agreement or offer letter does not provide for: (A) severance, notice, garden leave or any similar obligations beyond those required by applicable Legal Requirements; (B) transaction or retention bonuses or change in control payments; or (C) Tax gross-ups; provided, however that a form of any such excluded agreement or offer letter is required to be listed.

(b) With respect to each Employee Benefit Plan, the Company has provided a true, correct and complete copy of the following documents, to the extent applicable, including, in the case of any Employee Benefit Plan not set forth in writing, a written description thereof: (i) the current plan documents and any amendments thereto and any related trust documents, insurance contracts or other funding arrangements; (ii) any other documents which are required to be filed with any regulatory authority together with all other tax clearances and approvals necessary to obtain favorable tax treatment for the Employee Benefit Plan; and (iii) any non-routine correspondence with any Governmental Entity regarding any Employee Benefits Plan during the past three (3) years.

(c) Each Employee Benefit Plan that is or was established, maintained or administered by the Company has, since the Reference Date, been established, maintained and administered in all material respects in accordance with its terms and with all applicable Legal Requirements.  No Group Company nor, to the Knowledge of the Company, any other Person has made any binding commitment to materially modify, change or terminate any Employee Benefit Plan after the date hereof, other than with respect to a modification, change or termination required by this Agreement.

(d) None of the Employee Benefit Plans provides for, and the Group Companies have no liability in respect of, post-retirement health, welfare or life insurance benefits or coverage for any participant or any beneficiary of a participant, except as may be required pursuant to relevant Legal Requirements and at the sole expense of such participant or the participant’s beneficiary.

(e) With respect to any Employee Benefit Plan established or maintained by the Company or, to the Company’s Knowledge, any other Employee Benefit Plan, no actions, suits, claims (other than routine claims for benefits in the Ordinary Course of Business), audits, proceedings or lawsuits are pending, or, to the Knowledge of the Company, threatened against any Employee Benefit Plan, the assets of any of the trusts under such plans or the plan sponsor or administrator, or against any fiduciary of any Employee Benefit Plan with respect to the operation thereof. 

(f) Neither the execution and delivery of this Agreement nor the consummation of the Transactions will, either alone or in connection with any other event(s): (i) result in any payment or benefit becoming due to any current or former employee, officer, contractor or director of the Company or its subsidiaries under any Employee Benefit Plan; (ii) increase any amount of compensation or benefits otherwise payable to any current or former employee, officer, contractor or director of the Company or its subsidiaries under any Employee Benefit Plan; (iii) result in the acceleration of the time of payment, funding or vesting of any benefits to any current or former employee, officer, contractor or director of the Company or its subsidiaries under any Employee Benefit Plan; or (iv) limit the right to merge, amend or terminate any Employee Benefit Plan.

(g) The Company maintains no obligations under any Employee Benefit Plan to gross-up or reimburse any individual for any Tax or related interest or penalties incurred by such individual.

(h) Each Employee Benefit Plan subject to the Legal Requirements of any jurisdiction outside the United States (each, a “Foreign Plan”) is listed on Schedule 3.11(h) of the Company Disclosure Letter. With respect to each Foreign Plan: (i) such Foreign Plan has been operated in compliance with the terms of such Foreign Plan and the applicable Legal Requirement of each jurisdiction in which such Foreign Plan is maintained, to the extent those Legal Requirements are applicable to such Foreign Plan, and, to the Company’s Knowledge, there are no pending investigations by any Governmental Entity involving such Foreign Plan, and no pending claims (except for claims for benefits payable in the normal operation of such Foreign Plan), suits or proceedings against such Foreign Plan or asserting any rights or claims to benefits under such Foreign Plan; (ii) all employer contributions to each such Foreign Plan required by applicable Legal Requirements or by the terms of such Foreign Plan have been made, or, if applicable, based on reasonable actuarial assumptions and accrued in accordance with U.S. GAAP; (iii) there are no unpaid amounts past due in respect of any such Foreign Plan in which any Group Company participates; (iv) each such Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory and administrative authorities and is approved by any applicable taxation authorities to the extent such approval is available; (v) to the Knowledge of the Company, no event has occurred since the date of the most recent approval or application therefor relating to any such Foreign Plan that would reasonably be expected to adversely affect any such approval or good standing; (vi) each such Foreign Plan required to be fully funded or fully insured, is fully funded or fully insured, including any back-service obligations, on an ongoing and termination or solvency basis (determined using reasonable actuarial assumptions) in compliance with all applicable Legal Requirements, in each of the foregoing cases except as would not be material to the Group Companies taken as a whole; (vii) no Foreign Plan has unfunded liabilities that will not be offset by insurance or that are not fully accrued on the Financial Statements; and (viii) the consummation of the Transactions will not by itself create or otherwise result in any liability with respect to such Foreign Plan.

Section 3.12 Labor Matters.

(a) Schedule ‎3.12(a) of the Company Disclosure Letter contains a complete and accurate list (redacted as required by applicable law) of the following information for each employee and independent contractor of the Group Companies, including each employee on leave of absence or layoff status: job title, department, work location, date of hire, status, actual scope of employment (i.e., full-time, part-time, or temporary), current overtime classification (i.e., exempt or non-exempt), contractual prior notice entitlement, salary and any other compensation and benefits payable, maintained or contributed by or with respect to which any potential liability is borne by the Group Companies (whether now or in the future) to each of the listed employees, including but not limited to the following entitlements: bonus, deferred compensation, commissions, overtime payment, vacation entitlement and accrued vacation, travel entitlement (e.g. travel pay, car, leased car arrangement and car maintenance payments), sick leave entitlement and accrual, shares and any other incentive payments, recuperation pay entitlement and accrual, pension arrangement and/or any other provident fund (including managers’ insurance and further education fund), their respective contribution rates and the salary basis for such contributions, whether the individual is party to either (x) a written employment agreement with the Company or any of its Subsidiaries that provides for other than at-will employment or (y) a written independent contractor agreement, with respect to Israeli-based employees whether such employee is subject to the Section 14 arrangement under the Israeli Severance Pay Law - 1963 (“Section 14 Arrangement”) (and, to the extent such employee is subject to the Section 14 Arrangement, the legal source for such application, an indication of whether such arrangement has been applied to such person from the commencement date of his employment and on the basis of his entire salary), and whether the employee is on a Company-approved leave of absence (and if so, the category of leave, the date on which such leave commenced and the present date of expected return to work). Other than salary increases in the Ordinary Course of Business, performance-based bonuses or other bonus arrangements pursuant to any Group Company’s policies, all of which are detailed in Schedule ‎3.12(a) of the Company Disclosure Letter, the Group Companies have not made any binding commitments to any of their employees or former employees that are still in effect, whether in writing or not, with respect to any future changes or additions to their compensation or benefits, except as listed in ‎Schedule ‎3.12(a) of the Company Disclosure Letter. Except as indicated in Schedule 3.12(a) of the Company Disclosure Letter, other than their salaries, the employees of the Group Companies are not entitled to any payment or benefit that may be reclassified as part of their determining salary for any purpose, including for calculating any social contributions. Other than as set forth in Schedule ‎3.12(a) of the Company Disclosure Letter, the employment of each of the employees of the Group Companies is terminable, if not at will, then with no more than one month prior notice. To the Knowledge of the Company, none of the Group Companies currently employs, or has employed in the last seven years, any underaged worker.

(b) No Group Company is a party to or bound by any labor agreement, works council, collective bargaining agreement or other labor Contract applicable to current or former employees of any Group Company. No employees of the Group Companies are represented by any Company-recognized labor union, labor organization, or works council with respect to their employment with the Group Companies.  There are no representation proceedings or petitions seeking a representation proceeding presently pending or, to the Knowledge of the Company, threatened to be brought or filed, with the National Labor Relations Board or other labor relations tribunal or Governmental Entity, nor has any such representation proceeding, petition, or demand been brought, filed, made, or, to the Knowledge of the Company, threatened since the Reference Date.  Since the Reference Date, there have been no labor organizing activities involving any Group Company or with respect to any employees of the Group Companies or, to the Knowledge of the Company, threatened by any labor organization, work council or group of employees. No collective bargaining agreement is currently being negotiated or required to be negotiated.

(c) Since the Reference Date, there have been no strikes, work stoppages or slowdowns, lockouts or arbitrations, material grievances, unfair labor practice charges or other material labor disputes pending or, to the Knowledge of the Company, threatened against or affecting the Group Companies involving any employee or former employee of, or other individual who provided services to, any Group Company. There are no charges, grievances or complaints against any Group Company, in each case related to any alleged unfair labor practice(s), pending or, to the Knowledge of the Company, threatened by or on behalf of any employee, former employee, or labor organization.  There are no continuing obligations of the Group Companies pursuant to the resolution of any such Legal Proceeding that is no longer pending.

(d) None of the officers, key employees or group of employees of any Group Company (i) has given written notice of any intent to terminate his or her employment with the applicable Group Company and/or (ii) to the Knowledge of the Company, has received an offer which is still valid to join a business that is competitive with the business of the Group Companies.  The Group Companies are in compliance and, to the Knowledge of the Company, each of their employees and consultants are in compliance, with the terms of any employment, nondisclosure, restrictive covenant, and consulting agreements between any Group Company and such individuals, in each case except as would not be material to the Group Companies taken as a whole. None of the Group Companies has a present intention to terminate, or has terminated within the last twelve (12) months, the employment of any officer or key employee. No employee of a Group Company has been granted the right to any compensation following termination of employment with such Group Company except as required by law.

(e) Each Group Company has complied and is in compliance in all material respects with all employee related notification, information, consultation, co-determination and bargaining obligations arising under any applicable collective bargaining agreement or law.

(f) Except for extension orders which generally apply to all employees in Israel, no extension orders apply to any employees of any Group Company. The Group Companies have been and are in compliance in all material respects with the terms of applicable extension orders with respect to all their employees.

(g) To the Knowledge of the Company, no written notice or written complaint has been received by any Group Company since the Reference Date asserting or alleging discriminatory conduct or harassment, including sexual harassment or sexual misconduct against any officer, director or key employee of any Group Company.

(h) Since the Reference Date, there have been no material complaints, charges, investigations, claims or Legal Proceedings against the Group Companies filed or pending or, to the Knowledge of the Company, threatened based on, arising out of, in connection with or otherwise relating to any employment Legal Requirement, labor matter or employment practice of any Group Company, and the Group Companies have not received any notice of intent by any Governmental Entity responsible for the enforcement of labor and employment laws to conduct or initiate an investigation, audit or Legal Proceeding relating to any employment or labor laws or employment practice of any Group Company. Each Group Company is, and has been since the Reference Date, in material compliance with all applicable Legal Requirements respecting employment and employment practices, including all laws respecting terms and conditions of employment, wages and hours, collective bargaining, immigration, benefits, labor relations, harassment, discrimination, civil rights, pay equity, child labor, equal employment opportunity, safety and health, workers’ compensation, COVID-19 protocols, guidance and regulations, and the collection and payment of withholding and/or social security taxes and any similar Tax.

(i) None of the Group Companies has implemented any layoffs or furloughs due to COVID-19.

(j) No Group Company is liable for any arrears of wages or related penalties with respect thereto, except in each case as would not be material to the Group Companies taken as a whole.  All amounts that the Group Companies are legally or contractually required to either (i) deduct from the employees’ salaries and/or to transfer to the employees’ pension, pension fund, pension insurance fund, managers’ insurance, severance fund, insurance and other funds for or in lieu of severance or provident fund, life insurance, incapacity insurance, continuing education fund or other similar funds or insurance; or (ii) withhold from their employees’ wages and/or benefits and pay to any Governmental Entity as required by applicable Legal Requirements, including the Israeli Tax Ordinance, have been duly deducted, transferred, withheld and paid, and the Group Companies’ liability towards their employees regarding salary, remuneration, benefit in kind, severance pay, accrued vacation, Section 14 Arrangements and contributions to all Employee Benefit Plans are fully funded or if not required by any source to be funded are accrued on the Financial Statements, except as has not had and would not reasonably be expected to result in a Company Material Adverse Effect.

(k) Each Person who has provided or is providing services to any Group Company has been classified as an exempt employee, non-exempt employee, independent contractor, temporary employee, leased employee or seasonal employee, as applicable, has been properly classified as such under all applicable Legal Requirements and pursuant to the terms of any Employee Benefit Plan. To the Knowledge of the Company, none of the Group Companies has any liability or obligation under any applicable Legal Requirement or Employee Benefit Plan arising out of improperly classifying such Person as an exempt employee, non-exempt employee, independent contractor, temporary employee, leased employee or seasonal employee, as applicable, and to the Knowledge of the Company no such Person is owed any wages, benefits or other compensation for past services (other than wages, benefits and compensation accrued during the current pay period and any accrued pay or benefits for services, which by their terms or under applicable Legal Requirements, are payable in the future).

(l) The execution of this Agreement and the consummation of the Transactions will not result in any breach or other violation of any collective bargaining agreement, employment agreement, consulting agreement, or any other labor-related agreement to which the Group Companies are a party or bound. The Group Companies have satisfied in all material respects any pre-signing legal or contractual requirement to provide notice to, or to enter into any consultation procedure with, any labor union, labor organization, or works council, which is representing any employee of the Group Companies, in connection with the execution of this Agreement or the Transactions.

(m) All employees working in China are employed “at will.”

(n) To the Knowledge of the Company, no activity of any employee of any Group Company has materially breached any employment contract, restrictive covenant, confidentiality agreement, patent disclosure agreement, or other contract between such employee and the Group Company.

Section 3.13 Real Property; Tangible Property.

(a) The Group Companies do not, and never have, owned any real property.

(b) Each Group Company has a valid, binding and enforceable leasehold interest under each of the real property leases under which it is a lessee (the “Company Leased Properties”), free and clear of all Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Properties, including all material amendments, letter agreements, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to SPAC true, correct and complete copies of all Company Real Property Leases. No Group Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default, other than such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. The improvements, fixtures, building systems and equipment on the Company Leased Properties are in good condition and repair, subject to reasonable wear and tear. To the Knowledge of the Company, (X) there are no pending condemnation proceedings with respect to any of the Company Leased Properties, and (Y) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Company has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party is in breach or default thereof, other than such breaches or defaults as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. As of the date of this Agreement, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as permitted after the occurrence of an event of default thereunder, no party to a Company Real Property Lease has the unilateral right to terminate any of the Company Real Property Leases prior to the end of its current term. Schedule 3.13(b) of the Company Disclosure Letter contains a true and correct list of all Company Real Property Leases. No Person other than the Group Companies has the right to use the Company Leased Properties.

(c) Each Group Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its tangible assets, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any Company Real Property Lease. The tangible assets (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are currently being used for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good operating condition and repair, ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put.

Section 3.14 Taxes.

(a) All income and other material Tax Returns required to be filed by or on behalf of each Group Company have been duly and timely filed with the appropriate Governmental Entity and all such Tax Returns are true, correct and complete in all material respects. All material amounts of Taxes payable by or on behalf of each Group Company (whether or not shown on any Tax Return) have been fully and timely paid to the appropriate Governmental Entity.

(b) Each of the Group Companies has: (i) complied in all respects with all applicable Legal Requirements relating to the payment, reporting and withholding of Taxes; (ii) has, within the time and in the manner prescribed by applicable Legal Requirements, withheld from employee wages or consulting compensation and timely paid over to the proper Governmental Entity (or is properly holding for such timely payment) all amounts required to be so withheld and paid over under all applicable Legal Requirements; and (iii) have timely filed all withholding Tax Returns, for all periods..

(c) The Financial Statements fairly accrue all material actual and contingent liabilities for Taxes with respect to all periods through the date hereof in accordance with U.S. GAAP. Each Group Company will establish, in the Ordinary Course of Business and consistent with its past practice, reserves adequate for the payment of all material Taxes for the period from the date of the Unaudited Financial Statements through the Closing Date. No Group Company has incurred any liability for material Taxes since the Unaudited Financial Statements date other than in the Ordinary Course of Business consistent with past practice.

(d) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Entity in writing (nor to the Knowledge of the Company, verbally) against any Group Company which has not been fully paid or resolved.

(e) No Tax audit or other examination of or action, suit or proceeding with respect to any Group Company by any Governmental Entity is presently in progress, nor has any Group Company been notified in writing of any (nor to the Knowledge of the Company is there any) request or threat for such an audit or other examination or action, suit, or proceeding in respect of any Tax (including any Tax filing or Tax reporting obligation).

(f) There are no Liens for any amount of Taxes (other than Permitted Liens) upon any of the assets of the Group Companies. The Group Companies have no material obligation for Taxes toward any Governmental Entity of the United States, including any federal, state or local authority.

(g) No Group Company: (i) has any material liability for the Taxes of another Person (other than any Group Company), as a transferee or a successor, by Contract (other than pursuant to commercial agreements entered into in the Ordinary Course of Business and the principal purpose of which is not related to Taxes) or otherwise pursuant to any applicable Legal Requirements; (ii) is a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement (excluding any such agreement the sole parties to which are the Group Companies and excluding commercial agreements entered into in the Ordinary Course of Business and the principal purposes of which is not related to Taxes); or (iii) is or has ever been a member of an affiliated, consolidated, combined or unitary group for income Tax purposes or included on any such Tax Return (excluding any such group or Tax Return solely including the Group Companies).

(h) No Group Company has consented to extend the time in which any Tax may be assessed or collected by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect.

(i) No Group Company has received written notice from a Governmental Entity that it (i) has, or has ever had, a permanent establishment (within the meaning of an applicable Tax treaty or applicable local law) in any country other than the country of its organization, or (ii) is, or has ever been, subject to income or capital gains Tax in a jurisdiction outside the country of its organization.

(j) Each Group Company is registered for the purposes of sales Tax, use Tax, Transfer Taxes, value added Taxes or any similar Tax in all jurisdictions where it is required by Legal Requirements to be so registered, and has complied in all material respects with all Legal Requirements relating to such Taxes.

(k) Each of the Group Companies is, and has since its date of organization been, treated as a corporation for income tax purposes with respect to the jurisdiction of its incorporation.

(l) No Group Company will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any of the following that occurred or existed on or prior to the Closing Date: (i) an installment sale or open transaction, (ii) a prepaid amount received or deferred revenue recognized outside the Ordinary Course of Business, or (iii) a change in or use of an improper accounting method.

(m) No private letter rulings (including any “taxation decision” (Hachlatat Misui) from the ITA), technical advice memoranda or similar agreements or rulings have been requested, entered into or issued by any Governmental Entity with respect to a Group Company which agreement or ruling would be effective after the Closing Date (or, for the avoidance of doubt, that would require any Group Company to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date).

(n) No Group Company has elected, through action or inaction, to benefit from any payroll tax relief, including tax credits and tax deferrals, under the Families First Coronavirus Response Act or the CARES Act (including pursuant to Sections 2301 and 2302 of the CARES Act) or any similar legislation that addresses the financial impact of COVID-19 on employers.

(o) In the last five (5) years, no claim has been made in writing (nor to the Company’s Knowledge has any claim been made) by any Governmental Entity in a jurisdiction in which any Group Company does not file Tax Returns that it is or may be subject to Tax by, or required to file Tax Returns in, that jurisdiction.

(p) No Group Company is or has been a real property corporation (Igud Mekarke’in) within the meaning of such term under Section 1 of the Israeli Land Taxation Law (Appreciation and Acquisition), 5723-1963.

(q) Any Group Company required to be registered for purposes of Israeli value added tax is duly registered and has complied with all requirements concerning Israeli value added Tax (“VAT”). Each Group Company (i) has not made any exempt transactions (as defined in the Israel Value Added Tax Law of 1975) and there are no circumstances by reason of which there might not be an entitlement to full credit of all VAT chargeable or paid on inputs, supplies, and other transactions and imports made by it, (ii) if and to the extent applicable, has collected and timely remitted to the relevant taxing authority all output VAT which it is required to collect and remit, to the extent required under any applicable law and (iii) has not received a refund for input VAT for which it is not entitled under any applicable law. No non-Israeli Group Company is required to register in Israel for Israeli VAT purposes.

(r) (i) All Group Companies are in compliance with all conditions and requirements stipulated by any instruments of approval and tax rulings granted to it by any Israeli Governmental Entity, as well as with respect to tax benefits claimed or received by the Company, including with respect to any “Approved Enterprise,” “Benefited Enterprise,” “Preferred Enterprise,” “Preferred Technological Enterprise” or “Special Preferred Technological Enterprise” status or benefits (collectively, “Tax Incentive Program”) and by Israeli laws and regulations relating to its Tax Incentive Programs; (ii) all information supplied by any Group Company with respect to applications or notifications relating to its Tax Incentive Programs (including in connection with any application for a ruling with respect to any such Tax Incentive Programs) was true, correct and complete when supplied to the appropriate authorities; and (iii) no Group Company has received any written notice of any proceeding or investigation relating to revocation or modification or denial of any of its current or past Tax Incentive Programs with respect to such Group Company and/or any of its facilities or any such status or benefits, in each case of clauses (i)-(iii). Each Group Company has complied with all conditions and requirements to qualify for any applicable Tax holiday or other similar program or incentive under non-Israeli Legal Requirements for which it currently claims the benefit.

(s) No Group Company has performed or was part of any action or transaction that is classified as a “reportable transaction” under Section 131(g) of the Israeli Tax Ordinance, a “reportable opinion” under Sections 131D of the Israeli Tax Ordinance, or a “reportable position” under Section 131E of the Israeli Tax Ordinance or any similar provision under any other local or non-Israeli Legal Requirements, and including with respect to VAT.

(t) The Company Option Plan that was intended to qualify as a capital gains route plan under Section 102 has received a favorable determination or approval letter from the ITA or is otherwise deemed approved by passage of time without objection by the ITA. All equity awards granted pursuant to the Company Option Plan which are subject to Tax under Section 102(b)(2) of the Israeli Tax Ordinance and all shares issued pursuant to such equity awards, including all Section 102 Shares, Section 102 RSUs and Section 102 Options, were granted and issued, as applicable, and are currently in compliance with the applicable requirements of Section 102 and the written requirements and guidance of the ITA, including the filing of the necessary documents with the ITA, the grant of Section 102 Options and Section 102 RSUs only following the lapse of the required 30-day period from the filing of the Company Option Plan with the ITA, receipt of all required tax rulings, the receipt of the required written consents from the Company Awardholders, the appointment of an authorized trustee to hold the Section 102 Options, Section 102 RSUs and Section 102 Shares, and the due deposit of such Section 102 Options, Section 102 RSUs and Section 102 Shares with such trustee pursuant to the terms of Section 102, and applicable regulations and rules and the guidance published by the ITA on July 24, 2012 and clarification dated November 6, 2012.

(u) No Group Company is currently subject to any restrictions or limitations pursuant to Part E2 of the Israeli Tax Ordinance or pursuant to any tax ruling made with reference to the provisions of such Part E2 or otherwise.

(v) No Group Company has any outstanding material obligation in respect of escheat or unclaimed property obligations.

(w) Each Group Company is in compliance in all material respects with all applicable transfer pricing laws and regulations and Legal Requirements, and the prices for any property or services provided by or to any Group Company (or for the use of any property), including interest and other prices for financial services, are arm’s length prices for purposes of all applicable Legal Requirements, including Section 85A to the Israeli Tax Ordinance and the Income Tax Regulations (Determination of Market Terms) 2006 (or any comparable provisions of state, local or foreign Legal Requirements) and including to the extent required, the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Group Companies.

(x) To the actual knowledge of the Company, no Company Shareholder (i) has any current plan or intention to dispose of or otherwise transfer the TopCo Shares following the Closing or (ii) is currently under any binding agreement to dispose of or otherwise transfer the TopCo Shares following the Closing.

Section 3.15 Environmental Matters. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole:

(a) The Group Companies are and have been since the Reference Date in compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with all Governmental Action/Filings required under applicable Environmental Laws;

(b) The Group Companies are not required to, and do not, possess any permits, approvals, authorizations, consents, licenses or certificates pursuant to any applicable Environmental Laws;

(c) Neither the Company nor its Subsidiaries are party to any unresolved, pending or, to the Knowledge of the Company, threatened complaints, claims, actions, suits, investigations, inquiries, notices, judgments, decrees, injunctions, orders, requests for information or proceedings arising under or related to Environmental Laws.  No conditions currently exist with respect to Owned Real Property or Company Leased Properties that would reasonably be expected to result in any of the Group Companies incurring liabilities or obligations under Environmental Laws;

(d) No portion of any property currently or formerly owned, used, leased, or operated by any Group Company has been used by any Group Company for the handling, manufacturing, processing, generation, storage or disposal of Hazardous Substances in a manner other than in compliance with applicable Environmental Law and associated Environmental Permits, and to the Knowledge of the Company there are no Hazardous Substances in the environment (including natural resources, soil, surface water, ground water, any present or potential drinking water supply, subsurface strata or ambient air) in a manner or in quantities that would result in a violation of or give rise to a liability under Environmental Laws at any currently or formerly owned, used, leased or operated property or facility of any Group Company; and

(e) The Group Companies have made available to SPAC copies of all environmental assessments (including any phase I or II environmental assessments), studies, audits, analyses or reports relating to Company Leased Properties or the Group Companies and copies of all non-privileged documents relating to any outstanding liabilities of any of the Group Companies under Environmental Law (if any) to the extent such are in the possession, custody, or reasonable control of the Group Companies.

Section 3.16 Brokers. The Group Companies have not incurred, directly or indirectly, any liability for brokerage, finders’ fees, agent’s commissions or any similar charges in connection with this Agreement or the Transactions.

Section 3.17 Intellectual Property.

(a) Schedule 3.17(a)(1) of the Company Disclosure Letter sets forth a true, correct and complete list of all registered Intellectual Property constituting Owned Intellectual Property: (i) Patents and pending applications for Patents; (ii) registered Trademarks and pending applications for registration of Trademarks; (iii) registered Copyrights and pending applications for registration of Copyrights; (iv) registered Designs and pending applications for registration of Designs, and (v) Internet domain names (the Intellectual Property referred to in clauses (i) through (v), collectively, the “Company Registered Intellectual Property”); and (vi) material unregistered Owned Intellectual Property (other than trade secrets and other confidential information).  All of the Owned Intellectual Property and material Licensed Intellectual Property that is exclusively licensed to a Group Company is subsisting and valid and enforceable in all material respects, excluding any Patents comprising Owned Intellectual Property, which, to Company’s Knowledge, are valid and enforceable in all material respects. All necessary registration, maintenance, renewal, and other relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed with the relevant Patent, Trademark, Copyright, Design, domain name registrar, or other authorities in the United States or foreign jurisdictions, as the case may be, for the purpose of maintaining each item of the Company Registered Intellectual Property. Except as set forth in Schedule 3.17(a)(2) of the Company Disclosure Letter, there are no actions that must be taken or payments that must be made by any Group Company sixty (60) days following the Closing Date that, if not taken, will adversely affect the Company Registered Intellectual Property.

(b) Schedule 3.17(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Licensed Intellectual Property that is material to the conduct of the operation of the businesses of the Group Companies, excluding non-exclusive licenses for non-customized, commercially available off-the-shelf software products having a one time or annual license fee payment of less than $20,000.

(c) Except as disclosed on Schedule  3.17(c) of the Company Disclosure Letter, (i) the Company or one of its Subsidiaries is the sole and exclusive owner of all right, title and interest in and to all Owned Intellectual Property and (ii) has a license, sublicense or otherwise possesses legally enforceable rights, to use all other Intellectual Property used in the conduct of the businesses of the Group Companies as presently conducted, free and clear of all Liens (other than Permitted Liens). The Owned Intellectual Property and the Licensed Intellectual Property when used within the scope of the applicable Inbound Licenses include all of the Intellectual Property necessary for each of the Group Companies to conduct its business as currently conducted.

(d) The Owned Intellectual Property and the conduct of the businesses of the Group Companies has not, in the past six (6) years, infringed, misappropriated or otherwise violated, and is not infringing, misappropriating or otherwise violating, any Intellectual Property rights of any Person in any material respect.  To the Knowledge of the Company, no Person has infringed, misappropriated or otherwise violated, or is infringing, misappropriating or otherwise violating, any of the Owned Intellectual Property and no such claims have been made against any third party by any of the Group Companies.

(e) There is no action or litigation pending or threatened in writing (or, to the Knowledge of the Company, otherwise threatened) against any of the Group Companies, and the Company has not received any notice from any Person pursuant to which any Person is: (i) alleging that the conduct of the business of any of the Group Companies is infringing, misappropriating or otherwise violating any Intellectual Property rights of any third party; or (ii) contesting the use, ownership, validity or enforceability of any of the Owned Intellectual Property (other than immaterial office actions before a relevant Intellectual Property office that may arise in the ordinary course of prosecution of pending applications of immaterial Company Registered Intellectual Property).  None of the Owned Intellectual Property is subject to any pending or outstanding injunction, order, judgment, settlement, consent order, ruling or other disposition of dispute that adversely restricts the use, transfer or registration of, or adversely affects the validity or enforceability of, any such Owned Intellectual Property, and none of the Company Registered Intellectual Property has been cancelled, abandoned, rejected, repudiated or otherwise terminated other than in the Ordinary Course of Business.

(f) Except as set forth on Schedule Section 3.17(f) of the Company Disclosure Letter, each of the past and present directors, officers, employees, consultants and independent contractors of any of the Group Companies who are or were engaged in creating or developing any Owned Intellectual Property has executed and delivered a written agreement, pursuant to which such Person has: (i) agreed to hold all trade secrets or other confidential or proprietary information of such Group Company (or of another Person and held by such Group Company) in confidence both during and after such Person’s employment or retention, as applicable; (ii) presently assigned to such Group Company all of such Person’s rights, title and interest in and to all Intellectual Property created or developed for such Group Company in the course of such Person’s employment or retention thereby (unless such Intellectual Property is owned by a Group Company by operation of law); (iii) to the extent permissible by applicable law, agreed to waive all moral rights such Person may have in any work which such Person created or authored for such Group Company in the course of such Person’s employment or retention thereby; and (iv) with respect to employees located in Israel, agreed to waive any right to receive additional compensation, including royalties, which such Person may have in any invention that such Person invented for such Group Company in the course of such Person’s employment, except as would not be material to the Group Companies taken as a whole. To the Knowledge of the Company, no Person is in breach of any such agreement and there is no uncured breach by any such Person with respect to its obligation to assign Intellectual Property to a Group Company or to protect the Trade Secrets of such Group Company under any such agreement.

(g) There are no pending or, to the Knowledge of the Company, threatened, claims from current or former directors, employees or contractors of a Group Company in any jurisdiction for compensation or remuneration for inventions invented, copyright works created or any similar claim, including under Israeli Patents Law, 5727-1967.

(h) Each of the Group Companies, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value of all material Trade Secrets (including source code and algorithms for Group Company Software) included in the Owned Intellectual Property (or owned by another Person and held by such Group Company). Each of the Group Companies, as applicable, since the Reference Date, has complied in all material respects with contractual obligations with respect to the use, safeguarding, security, or processing of all material Intellectual Property. No Trade Secret that is material to the business of the Group Companies has been authorized to be disclosed, or, to the Knowledge of the Company, has been disclosed to any of the Group Companies’ past or present employees or any other Person, other than as subject to an agreement restricting the disclosure and use of such Trade Secret, and to the Knowledge of the Company, there is no breach by any employee or Person under any such agreement.

(i) Except as set forth in Schedule Section 3.17(i) of the Company Disclosure Letter, (i) no funding, facilities or personnel of any Governmental Entity or any university, college, research institute or other educational institution has been or is being used in any material respect to create, in whole or in part, any Owned Intellectual Property and (ii) no current or former employee, consultant or independent contractor of any of the Group Companies who contributed to the creation or development of any Owned Intellectual Property was performing services for or otherwise under restrictions resulting from his or her relations with any Governmental Entity or any university, college, research institute or other educational institution during a period of time during which such employee, consultant or independent contractor was also performing services for any of the Group Companies and no such Governmental Entity, university, college, research institute or other educational institution has any rights or may have claims to any rights in any of the Owned Intellectual Property.

(j) Schedule Section 3.17(j) of the Company Disclosure Letter sets forth a complete and accurate list of all Group Company Software. Each of the Group Companies, as applicable, has taken commercially reasonable steps to maintain the secrecy, confidentiality and value of the source code included in the Group Company Software. No source code for any Group Company Software has been delivered, licensed or made available to any escrow agent or other Person who is not, as of the date of this Agreement, an employee or contractor of a Group Company subject to a binding, written agreement imposing on such Person reasonable and adequate confidentiality obligations to the Group Company with respect to such source code. No Group Company has any duty or obligation (whether present, contingent or otherwise) to deliver, license or make available the source code for any Group Company Software to any escrow agent or other Person. No event has occurred, and no circumstance or condition exists, that (with or without notice or lapse of time) will, or would reasonably be expected to, result in the delivery, license or disclosure of the source code for any Group Company Software to any other Person , including the execution, delivery or performance of this Agreement or any other Transaction Agreements or the consummation of any of the Transactions.

(k) The Company or one of its Subsidiaries owns, or has a valid right to access and use pursuant to a written agreement (which, for the avoidance of doubt, shall include standard click-through agreements), all computer systems, including the Software, firmware, hardware, servers, peripherals, networks, interfaces, platforms and related systems, data communication lines, databases, websites and other information technology and telecommunications equipment, in each case, owned, leased, licensed, or outsourced, or otherwise used or held for use by or for any Group Company to process, store, maintain and operate data, information and functions that are material to and used in connection with the businesses of the Group Companies (collectively, with the Group Company Software, the “Company IT Systems”).  The Company IT Systems are sufficient for the operation of the businesses of the Group Companies as currently conducted.  There have been no failures, breakdowns, continued substandard performance or other adverse events affecting any such Company IT Systems that have caused any substantial disruption or interruption in or to the use of such Company IT Systems or the conduct of the business of the Group Companies.  To the Knowledge of the Company, the Company IT Systems do not contain any viruses, worms, Trojan horses, bugs, malware, faults or other devices, errors, contaminants or code that could (i) disrupt or adversely affect the functionality of the Company IT Systems, or (ii) enable or assist any Person to access without authorization, any Company IT Systems, except for access disclosed in the documentation of such Company IT Systems. Except as set forth on Schedule Section 3.17(k) of the Company Disclosure Letter, the Group Companies maintain a technical description of any neural networks used in or with any proprietary AI/ML technologies that would enable skilled programmers to modify and debug such neural networks in the ordinary course.

(l) Except as set forth on Schedule Section 3.17(l) of the Company Disclosure Letter, none of the Group Companies has incorporated any Open Source Software into, or used any Open Source Software in connection with, or combined, developed, licensed, distributed in conjunction with, used or otherwise exploited Open Source Software in or with any Owned Intellectual Property (including any Group Company Software), in each case, in a manner that requires that the software incorporated into, derived from or distributed with such Open Source Software be (i) contributed, licensed, attributed or disclosed to any third party in source code form, (ii) licensed for the purpose of making derivative works, or (iii) redistributable at no charge, in each case of the foregoing clauses (i), (ii) and (iii), in such a way that grants or otherwise requires any of the Group Companies to (x) disclose, distribute, license, grant rights or otherwise provide to any third party any material Owned Intellectual Property, including the source code for any Group Company Software, or (y) otherwise imposes any limitation, restriction or condition on the right or ability of any Group Company to use, distribute, license or enforce any Owned Intellectual Property or Group Company Software including any restriction on the consideration to be charged therefor (collectively, “Copyleft Terms”). The Group Companies are in compliance with the terms and conditions of all relevant licenses for Open Source Software used in the businesses of the Group Companies, including notice and attribution obligations.

(m) The execution and delivery of this Agreement by the Group Companies and the consummation of the Transactions will not: (i) result in the breach of, or create on behalf of any third party the right to terminate or modify, any agreement relating to any Owned Intellectual Property or Licensed Intellectual Property; (ii) result in or require the grant, assignment or transfer to any other Person (other than SPAC, Merger Sub or any of their respective Affiliates) of any license or other right or interest under, to or in any Owned Intellectual Property or any of the Intellectual Property of SPAC, Merger Sub or any of their respective Affiliates; or (iii) cause a loss or impairment of any Owned Intellectual Property or Licensed Intellectual Property.

Section 3.18 Privacy.

(a) Each of the Group Companies and any Person acting for or on behalf of any of the Group Companies have, since the Reference Date, complied in all material respects with: (i) all applicable Privacy Laws; (ii) each Group Company’s applicable policies, records and notices regarding the processing of Personal Information; and (iii) each Group Company’s applicable contractual obligations with respect to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security (technical, physical and administrative), disposal, destruction, disclosure, or transfer (including cross-border) of Personal Information.  None of the Group Companies have, since the Reference Date, (A) provided or received any written notice or claims related to any Personal Information or information security-related incident (including written notice from third parties acting on its or their behalf), nor have any of the Group Companies been charged with, a material violation of any Privacy Laws, applicable privacy policies, or contractual commitments with respect to Personal Information or (B) been subject to any threatened investigations, notices or requests from any Governmental Entity in relation to their data processing activities or an information security-related incident. None of the Group Companies is in material violation of its applicable privacy policies, rules or notices (including its own).

(b) Each of the Group Companies has (i) implemented policies and commercially reasonable security measures regarding the confidentiality, integrity and availability of the Company IT Systems which relate to Personal Information and the information thereon, and (ii) entered into written agreements with all third-party service providers, outsourcers, processors or other third parties who collect, use, process, store, disclose, transfer or otherwise handle Personal Information for or on behalf of the applicable Group Company that obligate such Persons to comply with applicable Privacy Laws and to take reasonably appropriate steps, including implementing commercially reasonable security measures, designed to protect and secure Personal Information, Intellectual Property or sensitive Personal Information from loss, theft, misuse or unauthorized access, use, modification or disclosure.

(c) Since the Reference Date, there have been no breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession, custody, or control of any of the Group Companies or collected, used or processed by or on behalf of the Group Companies such that any Group Companies has provided or been legally or contractually was required to provide any notices to any Person in connection with a disclosure of Personal Information. Except as disclosed on Schedule 3.18(c)(i) of the Company Disclosure Letter, each of the Group Companies implemented reasonable back-up and disaster recovery arrangements for the continued operation of their Company IT Systems, including access to any Personal Information in its possession, custody, or control. Except as disclosed on Schedule 3.18(c)(ii) of the Company Disclosure Letter, each of the applicable Group Companies has resolved or remediated any material privacy or data security issues or vulnerabilities identified as of the date hereof. Since the Reference Date, none of the Group Companies nor any third party acting at the direction or authorization of the Group Companies has paid: (i) any perpetrator of any data breach incident or cyber-attack; or (ii) any third party with actual or alleged information about a data breach incident or cyber-attack, pursuant to a request for payment from or on behalf of such perpetrator or other third party.

(d) The Group Companies have had since the Reference Date, and maintain privacy and security policies, procedures and safeguards that comply in all material respects with applicable requirements of the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health (HITECH) Act (collectively, “Privacy and Security Policies and Procedures”). The Group Companies have provided to SPAC complete and accurate copies of all Privacy and Security Policies and Procedures.

(e) The transfer of Personal Information in connection with the Transactions will not violate in any material respect the Group Companies’ applicable privacy policies or Privacy Laws.

Section 3.19 Governmental Grants.

(a) Schedule 3.19(a) of the Company Disclosure Letter contains a complete and accurate list of the following information for each Governmental Grant that is currently in effect with respect to a Group Company or pursuant to which the Group Companies currently has any outstanding obligations: (i) the total amount of the benefits approved for and received by the applicable Group Company under such Governmental Grant and the total amount of the benefits available for future use by any Group Company under such Governmental Grant; (ii) the time period in which any Group Company received, or will be entitled to receive, benefits under such Governmental Grant; (iii) the type of revenues based on which royalty or other payments are required to be made under such Governmental Grant; (iv) the total amount of any payments made by the Group Company prior to the date of the Original Agreement with respect to such Governmental Grant; and (v) the amounts owed under such Governmental Grants and any accrued interest or other financial liabilities connected thereto.

(b) Except as set forth on Schedule 3.19(b) of the Company Disclosure Letter, there are no pending applications for Governmental Grants by any Group Company. The Company has made available to the SPAC accurate and complete copies of (i) all certificates of approvals and letters of approval granted to the Group Companies by the Investment Center, the Innovation Authority or by any other Governmental Entity in connection with a Governmental Grant, and any material undertakings of a Group Company in connection with any Governmental Grant; and (ii) any other material documents, including correspondence and applications, relating to any Governmental Grant. Except as set forth on Schedule 3.19(b) of the Company Disclosure Letter, and except for undertakings set forth in letters of approvals, or provided under any applicable law, there are no material undertakings of any Group Company given in connection with any Governmental Grant. Within the past three (3) years, the Group Companies are and have been in compliance, in all material respects, with the terms, conditions, requirements and criteria of any Governmental Grants (including any reporting requirements) and any applicable laws in connection thereto, and have duly fulfilled the material conditions, undertakings, reporting and other obligations relating thereto, except for any non-material non-compliance or non-fulfillment that would not result in any material liability or loss to the Group Companies. To the Knowledge of the Company, in any application in respect of a Governmental Grant submitted by or on behalf of a Group Company, the Group Companies disclosed all material information required by such application in an accurate and complete manner. No event has occurred, and no circumstance or condition exists, that could reasonably be expected to give rise to (A) the annulment, revocation, withdrawal, suspension, cancellation, recapture or material modification of any Governmental Grant or any material benefit available in connection with any Governmental Grant; (B) the imposition of any material limitation on any Governmental Grant or any material benefit available in connection with any Governmental Grant; (C) a requirement that a Group Company return or refund any material benefits provided under any Governmental Grant; or (D) an acceleration or increase of royalty payments obligation (including total royalty amount and royalty rate), or obligation to pay additional payments to any Governmental Entity other than prospective ongoing royalty payments, in each case, in a material amount.

(c) Since the Reference Date, none of the Group Companies has received any notice from any Governmental Entity regarding: (i) any actual or possible violation of or failure to comply with any material term or requirement of any Governmental Grant; or (ii) any actual or possible revocation, withdrawal, suspension, cancellation, termination or material modification of any Governmental Grant. To the Knowledge of the Company, no Group Company has been or is under an audit outside the Ordinary Course of Business regarding any Governmental Grant and, since the Reference Date, there are no controversies or disputes with any such authority regarding any Governmental Grant, nor have there been any such controversies or disputes.

(d) To the Knowledge of the Company, the execution of this Agreement and the consummation of the Transactions (i) will not materially affect the ability of any Group Company to obtain the benefit of any Governmental Grant for the remaining duration thereof or require any recapture of any previously claimed incentive; and (ii) will not materially result in (A) the failure of any Group Company to comply with any of the terms, conditions, requirements and criteria of any Governmental Grant or any applicable laws, regulations, ordinances or guidelines; or (B) any claim by any Governmental Entity or other person that a Group Company is required to return or refund, or that any Governmental Entity is entitled to recapture, any benefit provided under any Governmental Grant or that any Group Company is required to pay any amount to any Governmental Entity or other person due to this Agreement and the Transactions.

(e) Except as disclosed on Schedule 3.19(e) of the Company Disclosure Letter, none of the Group Companies has developed any Intellectual Property to which any Group Company has any rights, through the application of any financing made available by any Governmental Grant through the assistance or use of the facilities of a university, college, other educational institution, research center, hospitals, medical centers or other similar institutions.

Section 3.20 Material Agreements, Contracts and Commitments.

(a) Schedule 3.20(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Material Contract (as defined below) that is in effect as of the date of the Original Agreement.  For purposes of this Agreement, “Company Material Contract” of the Group Companies shall mean:

(i) any Contract or purchase commitment reasonably expected to result in future payments to or by any Group Company in excess of $50,000 per annum other than Employee Benefit Plans;

(ii) any Contract with the top 10 suppliers and distributors of the Group Companies (the “Material Suppliers”) as determined by revenue and dollar volume of payments, respectively, in each case during the 12-month period prior to the date of the Original Agreement;

(iii) any Contract entered into with Governmental Entities;

(iv) any Contract that purports to limit (A) the localities in which the Group Companies’ businesses are conducted, (B) any Group Company from engaging in any line of business, or (C) any Group Company from developing, marketing or selling products or services, including any non-compete agreements or agreements limiting the ability of any of the Group Companies from soliciting customers or employees; (v) any Contract that imposes obligations on any of the Group Companies to provide “most favored nation” pricing to any of its customers, or that contains any “take or pay”, exclusivity or minimum requirements with any of its suppliers, right of first refusal or other similar provisions with respect to any transaction engaged in by any of the Group Companies;

(vi) any Contract that is related to the governance or operation of any joint venture, partnership or similar arrangement, other than such contract solely between or among any of the Group Companies;

(vii) any Contract for or relating to any borrowing of money by or from the Company;

(viii) any employment, consulting (with respect to an individual, independent contractor) or management Contract providing for annual base compensation in excess of $50,000 which is not terminable at will by the Group Companies upon thirty (30) days’ or less notice and without penalty;

(ix) any Contract (other than those made in the Ordinary Course of Business): (A) providing for the grant of any preferential rights to purchase or lease any asset of the Company; or (B) providing for any right (exclusive or non-exclusive) to sell or distribute any product or service of any of the Group Companies;

(x) any Contracts relating to the sale of any of the business, properties or assets of any Group Company or the acquisition by any Group Company of any operating business, properties or assets, whether by merger, purchase or sale of stock or assets or otherwise, in each case involving consideration therefor in an amount in excess of $50,000 (other than Contracts for the purchase of inventory or supplies or sales of products entered into in the Ordinary Course of Business);

(xi) any labor agreement, collective bargaining agreement, or any other labor-related agreements or arrangements with any labor union, labor organization, or works council;

(xii) any Contract for the use by any of the Group Companies of any tangible property where the annual lease payments are greater than $50,000;

(xiii) any Contract under which any of the Group Companies: (A) is granted a license, immunity or other right in or to any Intellectual Property from any third party (“Inbound License”); (B) grants a license, immunity or other right in or to any Intellectual Property to any third party; or (C) is developing or has developed any material Intellectual Property, itself or through a third party; provided, however, that none of the following shall be required to be listed on Schedule 3.20(a) but shall be deemed to be listed on such schedules for purposes of Section 3.20(b) if they otherwise qualify: (x) non-exclusive licenses granted to suppliers or vendors engaged to supply products or provide services to such Group Company or to distributors or customers, (y) non-exclusive licenses granted to distributors or customers of such Group Company and granted in the Ordinary Course of Business, (z) non-exclusive licenses for non-customized, commercially available off-the-shelf software products having a one time or annual license fee payment of less than $20,000, and (xx) employee or contractor agreements on such Group Company’s standard form agreements; (xiv) each Contract with any academic institution, research center or Governmental Entity that provides for the provision of funding to the Company for research and development or similar activities involving the creation of any material Intellectual Property or other assets; and

(xv) any written offer, commitment or proposal which, if accepted, would constitute any of the foregoing.

(b) Each Company Material Contract is in full force and effect and represents a legal, valid and binding obligation of the applicable Group Company party thereto and, to the Knowledge of the Company, represents a legal, valid and binding obligation of the counterparties thereto, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. Neither the Company nor, to the Knowledge of the Company, any other party thereto, is in material breach of or in material default under, and no event has occurred which with notice or lapse of time or both would become a material breach of or material default under, any Company Material Contract, and no party to any Company Material Contract has given any written notice of any claim of any such breach, default or event. True, correct and complete copies of all Company Material Contracts have been made available to SPAC.

Section 3.21 Insurance. Each of the Group Companies maintains insurance policies or fidelity or surety bonds covering its assets, business, equipment, properties, operations, employees, officers and directors (collectively, the “Insurance Policies”) covering all material insurable risks in respect of its business and assets, and the Insurance Policies are in full force and effect.  To the Knowledge of the Company, the coverages provided by such Insurance Policies are usual and customary in amount and scope for the Group Companies’ business and operations as concurrently conducted, and sufficient in all material respects to comply with any insurance required to be maintained by Company Material Contracts.  No written notice of cancellation or termination has been received by any Group Company with respect to any of the effective Insurance Policies.  There is no pending material claim by any Group Company against any insurance carrier under any of the existing Insurance Policies for which coverage has been denied or disputed by the applicable insurance carrier (other than a customary reservation of rights notice).

Section 3.22 Interested Party Transactions.

(a) The employment relationships and the payment of compensation, benefits and expense reimbursements and advances in the Ordinary Course of Business, no Related Party of the Group Companies (each an “Insider”) or any member of an Insider’s immediate family, has, directly or indirectly: (a) to the Knowledge of the Company, an economic interest in any Person that furnishes or sells services or products that the Company or any Company Subsidiary furnishes or sells, or proposes to furnish or sell; (b) to the Knowledge of the Company, an economic interest in any Person that purchases from or sells or furnishes to, the Company or any Company Subsidiary, any goods or services; (c) to the Knowledge of the Company, a beneficial interest in any Contract disclosed in Schedule 3.20(a) of the Company Disclosure Letter; or (d) any contractual or other arrangement with the Company or any Company Subsidiary (including any “preferred pricing” or similar benefit enjoyed by the Company or any Company Subsidiary as a result of any such affiliation), other than customary indemnity arrangements (each, a “Company Interested Party Transaction”); provided, however, that ownership of no more than five percent (5%) of the outstanding voting stock of a publicly-traded corporation shall not be deemed an “economic interest in any Person” for purposes of this Section 3.22.

(b) Neither the Company nor any Company Subsidiary has, since the Reference Date, (i) extended or maintained credit, arranged for the extension of credit or renewed an extension of credit in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Company or any Company Subsidiary, or (ii) materially modified any term of any such extension or maintenance of credit. There are no Contracts between the Company or any Company Subsidiary and any family member of any Insider of the Company or any Company Subsidiary.

Section 3.23 Information Supplied. The information relating to Group Companies supplied or to be supplied by or on behalf of Company expressly for inclusion or incorporation by reference (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form registration or other filing made with any Governmental Entity or stock exchange with respect to the Transactions or (b) in the Registration Statement, including the Proxy Statement/Prospectus, will not, on the date of filing thereof or, with respect to the Proxy Statement/Prospectus, the date that it is first mailed to the SPAC Shareholders, as applicable, or at the time of the Extraordinary Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading in light of the circumstances under which such statement is made. The information relating to the Group Companies supplied by or on behalf of the Company expressly for inclusion or incorporation by reference in the Registration Statement will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the information supplied or to be supplied by the Company expressly for inclusion or incorporation by reference in any press release related to the Transactions when distributed will contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they such statement is made, not false or misleading at the time and in light of the circumstances under which such statement is made. Notwithstanding the foregoing, no representation is made by Company with respect to the information that has been or will be supplied by SPAC or any of its Representatives expressly for inclusion in the Registration Statement.

Section 3.24 Anti-Bribery; Anti-Corruption. (a) None of the Group Companies or any of the Group Companies’ respective directors, officers, employees, any holders of its equity securities or rights to purchase its equity securities (acting in such capacity), Affiliates, or to the Knowledge of any of the Group Companies, any other Persons acting on their behalf, at their direction or for their benefit has, in connection with the operation of the business of the Group Companies, directly or indirectly: (a) made, authorized, offered or promised to make or offer any payment, loan, gift or transfer of anything of value, including any reward, advantage or benefit of any kind, to or for the benefit of any Person, government official, candidate for public office, political party or political campaign, or any official of such party or campaign for the purpose of: (i) influencing any act or decision of such government official, candidate, party or campaign or any official of such party or campaign; (ii) inducing such government official, candidate, party or campaign or any official of such party or campaign to do or omit to do any act in violation of a lawful duty; (iii) obtaining or retaining business for or with any Person; (iv) expediting or securing the performance of official acts of a routine nature; or (v) otherwise securing any improper advantage; (b) paid, offered or agreed or promised to make or offer any bribe, payoff, influence payment, kickback, unlawful rebate or other similar unlawful payment of any nature; (c) made, offered or agreed or promised to make or offer any unlawful contributions, gifts, entertainment or other unlawful expenditures; (d) established or maintained any unlawful fund of corporate monies or other properties; (e) created or caused the creation of any false or inaccurate books and records related to any of the foregoing; (f) used funds or other assets, or made any promise of undertaking in such regard, for establishment or maintenance of a secret, unrecorded or improperly recorded fund; or (g) otherwise violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, Chapter 9 of Part B of the Israeli Penal Law, 1977, the Israeli Prohibition on Money Laundering Law, 2000 or any other applicable anti-corruption or anti-bribery Legal Requirements (the “Anti-Corruption Laws”). None of the Group Companies or, to the Knowledge of the Company, any of the Group Companies’ respective directors, officers, employees, Affiliates or any other Persons acting on their behalf, at their direction or for their benefit, (i) is or has been the subject of an unresolved claim or allegation relating to (A) any potential violation of the Anti-Corruption Laws or (B) any potentially unlawful payment, contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment or the provision of anything of value, directly or indirectly, to an official, to any political party or official thereof or to any candidate for political office, or (ii) has received any notice or other communication from, or made a voluntary disclosure to, any Governmental Entity regarding any actual, alleged or potential violation of, or failure to comply with, any Anti-Corruption Law.

(b) The Group Companies’ business has been conducted in compliance with all material Anti-Corruption Laws to which it is subject.

Section 3.25 International Trade; Sanctions.

(a) In the last three (3) years, the Group Companies’ respective directors, officers, employees, Affiliates and, to the Knowledge of the Company, any other Persons acting on their behalf, in connection with the operation of the business of the Group Companies, and in each case in all material respects: (a) have been in compliance with all applicable Customs & International Trade Laws; (b) have obtained all import and export licenses and all other consents, notices, waivers, approvals, orders, authorizations, registrations, declarations, classifications and filings required for the export, deemed export, import, re-export, deemed re-export or transfer of goods, services, software and technology required for the operation of the respective businesses of the Group Companies, including the Customs & International Trade Authorizations; (c) have not been the subject of any civil or criminal fine, penalty, seizure, forfeiture, revocation of a Customs & International Trade Authorization, debarment or denial of future Customs & International Trade Authorizations in connection with any actual or alleged violation of any applicable Customs & International Trade Laws; and (d) have not received any actual or, to the Knowledge of the Company, threatened claims, investigations or requests for information by a Governmental Entity with respect to Customs & International Trade Authorizations and compliance with applicable Customs & International Trade Laws and have not made any disclosures to any Governmental Entity with respect to any actual or potential noncompliance with any applicable Customs & International Trade Laws. The Group Companies have in place adequate controls, and systems reasonably designed to ensure compliance with applicable Customs & International Trade Laws in each of the jurisdictions in which the Group Companies or any of their respective Affiliates is incorporated or does business.

(b) None of the Group Companies or any of the Group Companies’ respective directors, officers, employees, Affiliates or, to the Knowledge of the Company, any other Persons acting on their behalf is or has been in the last three (3) years, a Sanctioned Person. In the last three (3) years, the Group Companies and the Group Companies’ respective directors, officers, employees, Affiliates or, to the Knowledge of the Company, any other Persons acting on their behalf have, in connection with the operation of the business of the Group Companies, have been in compliance with any Sanctions to the extent applicable. In the last three (3) years, (i) no Governmental Entity has initiated any action or imposed any civil or criminal fine, penalty, seizure, forfeiture, revocation of an authorization, debarment or denial of future authorizations against any of the Group Companies or any of their respective directors, officers, employees, Affiliates, or, to the Knowledge of the Company, any other Persons acting on their behalf in connection with any actual or alleged violation of any Sanctions, (ii) there have been no actual or threatened claims, investigations or requests for information by a Governmental Entity received by a Group Company with respect to the Group Companies’ or any of their respective Affiliates’ compliance with Sanctions and (iii) and no disclosures have been made to any Governmental Entity with respect to any actual or potential noncompliance with Sanctions. The Group Companies have in place adequate controls and systems reasonably designed to ensure compliance with Sanctions in each of the jurisdictions in which the Group Companies or any of their respective Affiliates is incorporated or does business.

(c) No Group Company is, or is required to be, registered with the Israeli Ministry of Defense as a defense exporter, nor are any export licenses required from the Israeli Ministry of Defense or Ministry of Economy of Industry under the Customs & International Trade Laws in order to conduct the business. The business of the Group Companies does not involve engagement in, including the use, development, or export of, encryption technology, or other technology whose engagement is restricted under Israeli law, and the business of the Group Companies does not require any Group Company to obtain a license from the Israeli Ministry of Defense or an authorized body thereof pursuant to Section 2(a) of the Israeli Control of Products and Services Order (Engagement in Encryption), 1974 or Control of Products and Services Declaration (Engagement in Encryption), 1998.

Section 3.26 Suppliers. Since the Reference Date, no Group Company has received any written or, to the Knowledge of the Company, oral notice that any Group Company is in breach of or default under any Contract with any Material Supplier in any material respect or that any such Material Supplier intends to cease doing business with any Group Company or materially decrease the volume of business that it is presently conducting with any Group Company.

Section 3.27 Product Liabilities and Recalls. Since the Reference Date: (a) each Company Product has been manufactured or sold in conformity with all contractual commitments and all standard warranties, in each case, in all material respects; (b) the Group Companies have not incurred any material obligations for replacement or repair of any of their products or service offerings or other damages in connection therewith; (c) there are no existing or, to the Knowledge of the Company, threatened, product warranty, product liability or product recall or similar claims involving any of the Company Products; (d) there have been no product recalls of any Company Product; and (e) the Group Companies have not been denied product liability insurance coverage by a third-party insurance provider.

Section 3.28 Company Leakage. Since December 31, 2023, there has been no Company Leakage except as disclosed on Schedule 3.28 of the Company Disclosure Letter.

Section 3.29 Regulatory Matters.

(a) The Company Products are, and since the Reference Date have been, in compliance in all material respects with applicable Legal Requirements, including all applicable Device Regulatory Laws administered, issued or enforced by the FDA (if applicable) or any other Governmental Entity having regulatory authority or jurisdiction over the Company Products or a Group Company. Each Group Company is in compliance in all material respects with applicable Legal Requirements, including Legal Requirements administered, issued or enforced by the FDA (if applicable) or any other Governmental Entity, relating to the sourcing and procurement or the import of raw materials for the Company Products and the methods and materials used in, and the facilities and controls used for, the design, manufacture, processing, packaging, labeling, storage, distribution and export of the Company Products and since the Reference Date, all such raw materials and all Company Products have been sourced, procured, processed, manufactured, packaged, labeled, stored, handled and distributed by a Group Company in compliance in all material respects with applicable Legal Requirements, including Legal Requirements administered, issued or enforced by the FDA (if applicable) or any other Governmental Entity. Without limiting the generality of the foregoing, each Group Company is, and since the Reference Date, has been, in compliance in all material respects with all applicable Device Regulatory Laws, including Legal Requirements regarding developing, testing, manufacturing, marketing, distributing or promoting the Company Products, complaint handling, adverse event reporting or the submission of medical device reports regarding the Company Products, and is, and since the Reference Date, has been, in compliance in all material respects with all applicable Legal Requirements administered or issued by any other Governmental Entity in relation to the Company Products.

(b) To the Knowledge of the Company, all preclinical and clinical investigations sponsored by or on behalf of a Group Company with respect to any Company Product are being, and since the Reference Date have been, conducted in compliance in all material respects with applicable Legal Requirements, including good clinical practices requirements as adopted by the FDA, and federal and state Legal Requirements (in each case, as applicable) restricting the use and disclosure of individually identifiable health information. No Group Company has received any notices or other correspondence from the FDA or any other applicable Governmental Entity performing functions similar to those performed by the FDA with respect to any ongoing clinical or pre-clinical studies or tests requiring the termination, suspension or material modification of such studies or tests.

(c) No action has been taken by any Governmental Entity or, to the Knowledge of the Company, is in the process of being taken that would slow, halt or enjoin the manufacturing of the Company Products or the operation of the business of a Group Company or subject the manufacturing of the Company Products or a member of the Company to regulatory enforcement action.

(d) Since the Reference Date, all Group Companies have maintained records relating to the development, manufacture, testing, storage, handling, labeling, packaging, sale, marketing, promotion, distribution, import or export of the Company Products in material compliance with applicable Legal Requirements, specifically all applicable Device Regulatory Laws. Each Group Company and, to the Knowledge of the Company, each of their respective contractors and agents have submitted to FDA (if applicable), Notified Bodies and all other applicable regulatory authorities, institutional review boards, or accreditation bodies, all required supplemental applications, 510(k) premarket notifications, notices, filings and annual or other reports and information, including adverse event reports and product deviation reports, related to the development, manufacture, testing, storage, handling, labeling, packaging, sale, marketing, promotion, distribution, import or export of the Company Products. Each Group Company has made all required filings with, or notifications to, the FDA (if applicable), all Notified Bodies and all other applicable regulatory authorities pursuant to applicable requirements of all Legal Requirements applicable to the Group Companies.

(e) Except as disclosed on Schedule 3.29(e) of the Company Disclosure Letter, no Group Company officer, employee, or, to the Knowledge of the Company, contractor or agent of a Group Company is the subject of any pending Legal Proceeding or, to the Knowledge of the Company, any ongoing investigation or inquiry or has received any notice of any actual investigation, inquiry, for cause inspection or audit or other Legal Proceeding by FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” policy as stated at 56 Fed. Reg. 46191 (September 10, 1991) (the “FDA Application Integrity Policy”) or by any other similar Governmental Entity pursuant to any similar policy, or concerning allegations of a violation by a member of a Group Company or any officers, employees, contractors or agents of a Group Company of any Device Regulatory Laws, nor, to the Knowledge of the Company, has a member of a Group Company or, any officer, employee, or contractor or agent of a member of a Group Company committed any act, or made any statement or failed to make any statement that would reasonably be expected to provide a basis for FDA to invoke the FDA Application Integrity Policy or other similar Governmental Entity to invoke a similar policy. To the Knowledge of the Company, no Group Company or any officer, employee, or any contractor or agent of a member of a Group Company has knowingly made any false statements on, or omissions from, in any material respects, any notifications, applications, approvals, reports and other submissions to a Governmental Entity relating to any Company Product or has voluntarily disclosed any violations of Legal Requirements related to any Company Product.

(f) No Group Company has been or is currently engaged in any conduct that would reasonably be expected to lead to being suspended, disqualified, debarred, convicted or excluded from participating in, or bidding on contracts with, any Governmental Entity or private third party health care program, pursuant to applicable Legal Requirements and, to the Knowledge of the Company, no such suspension, disqualification, debarment or exclusion has been initiated or threatened in writing.

(g) Since the Reference Date, no Group Company has promoted, marketed or sold Company Products for any uses other than the uses cleared or approved by a Governmental Entity.

(h) As of the date of this Agreement (and, with respect to the foregoing (i) only, as of the Closing), neither (i) the aggregate annual net sales of the Group Companies nor (ii) the aggregate total assets of the Group Companies exceeds, in each case, the current threshold of $22.3 million under Section 18a(a)(2)(B)(ii) of the HSR Act.

Section 3.30 Disclaimer of Other Warranties. EACH OF THE COMPANY AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS, NONE OF THE SPAC PARTIES OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO THE COMPANY, ANY OF ITS SUBSIDIARIES OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO THE SPAC PARTIES, OR THE BUSINESS, ASSETS OR PROPERTIES OF THE SPAC PARTIES, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING, EACH OF THE COMPANY AND ITS SUBSIDIARIES HEREBY ACKNOWLEDGES THAT NONE OF THE SPAC PARTIES OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY SUCH PERSON IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS. NONE OF THE SPAC PARTIES OR ANY OF ITS AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE TO THE COMPANY, ANY OF ITS SUBSIDIARIES OR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (1) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THE COMPANY OR ITS RESPECTIVE REPRESENTATIVES BY OR ON BEHALF OF THE SPAC PARTIES IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (2) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (3) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO THE SPAC PARTIES , OR THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE SPAC PARTIES.  NONE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS.  EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS CONDUCTED, TO ITS SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF THE SPAC PARTIES, AND THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE SPAC PARTIES, AND IN MAKING ITS DETERMINATION TO PROCEED WITH THE TRANSACTIONS, EACH OF THE COMPANY AND ITS SUBSIDIARIES HAS RELIED ON THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF THE SPAC PARTIES EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 3.30, CLAIMS AGAINST THE SPAC PARTIES OR ANY OTHER PERSON WILL NOT BE LIMITED IN ANY RESPECT IN THE EVENT OF FRAUD IN THE MAKING OF THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT BY SUCH PERSON.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SPAC AND THE SPAC PARTIES

Except: (i) as set forth in the letter dated as of the date of the Original Agreement and delivered by SPAC to the Company on or prior to the date of the Original Agreement (the “SPAC Disclosure Letter”); and (ii) as disclosed in the SPAC SEC Reports filed or furnished with the SEC prior to the date of the Original Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such SPAC SEC Reports), excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements, SPAC and, where applicable below, each other SPAC Party, represents and warrants to the Company as of the date of the Original Agreement and as of the Closing Date (other than such representations and warranties that are expressly made as of a certain date, which are made as of such date) as follows:

Section 4.01 Organization and Qualification.

(a) SPAC is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands.

(b) SPAC has the requisite corporate power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not be material to SPAC.

(c) SPAC is not in violation of any of the provisions of its Governing Documents in any material respect.

(d) SPAC is duly qualified or licensed to do business as a foreign corporation and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary other than in such jurisdictions where the failure to so qualify would not, individually or in the aggregate, reasonably be expected to be material to the SPAC.

Section 4.02 Capitalization.

(a) The authorized capital stock of SPAC consists of (i) 500,000,000 SPAC Class A Shares, (ii) 50,000,000 SPAC Class B Shares and (iii) 5,000,000 preference shares, par value $0.0001 per share (“SPAC Preferred Shares”). The SPAC Class A Shares, SPAC Class B Shares and SPAC Preferred Shares are referred to herein collectively as “SPAC Shares”. As of the date of this Agreement (i) 3,870,018 SPAC Class A Shares are issued and outstanding (which includes 515,019 shares subject to redemption rights), and (ii) one (1) SPAC Class B Share is issued and outstanding, all of which are validly issued, fully paid and non-assessable and are not subject to, nor have been issued in violation of, any purchase option, call option, right of first refusal, preemptive rights, subscription rights or any similar rights; (iii) no SPAC Class A Shares or SPAC Class B Shares are held in the treasury of SPAC, (iv) 5,940,000 SPAC Warrants are issued and outstanding, and (v) 5,940,000 SPAC Class A Shares are reserved for future issuance pursuant to the SPAC Warrants. As of the date of this Agreement, there are no SPAC Preferred Shares issued and outstanding. The SPAC Warrants have been validly issued, and constitute valid and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or the principles governing availability of equitable remedies. Each SPAC Warrant is exercisable for one SPAC Class A Shares at an exercise price of $11.50. 

(b) Except for the SPAC Warrants, there are no outstanding options, warrants, rights, convertible or exchangeable securities, “phantom” stock or share rights, stock or share appreciation rights, stock-based or share-based performance units, commitments or Contracts of any kind to which SPAC is a party or by which it is bound obligating SPAC to issue, deliver or sell, or cause to be issued, delivered or sold, additional SPAC Shares any other share capital or shares of capital stock or other interest or participation in, or any security convertible or exercisable for or exchangeable into, SPAC Shares or any other share capital or shares of capital stock or other interest or participation in SPAC. SPAC has no direct or indirect Subsidiaries or participations in joint ventures or other entities, and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person, whether incorporated or unincorporated.

(c) Except as set forth in SPAC’s Governing Documents or the Original Registration Rights Agreement or in connection with the Transactions, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreements or understandings to which SPAC is a party or by which SPAC is bound with respect to any ownership interests of SPAC.

Section 4.03 Authority Relative to this Agreement. SPAC has the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each Transaction Agreement that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions (including the SPAC Merger).  The execution and delivery by SPAC of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by SPAC of the Transactions (including the SPAC Merger) have been duly and validly authorized by all necessary corporate action on the part of SPAC, and no other proceedings on the part of SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the Transactions, other than approval of the SPAC Shareholder Matters.  This Agreement and the other Transaction Agreements to which SPAC is a party have been duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of SPAC enforceable against SPAC in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies.

Section 4.04 No Conflict; Required Filings and Consents. (a) Subject to the approval by the SPAC Shareholders of the SPAC Shareholder Matters, neither the execution, delivery nor performance by SPAC of this Agreement or the other Transaction Agreements to which it is a party, nor the consummation of the Transactions, shall: (i) conflict with or violate its Governing Documents; (ii) assuming that the consents, approvals, orders, authorizations, registrations, filings or permits referred to in Section 4.04(b) are duly and timely obtained or made, conflict with or violate any applicable Legal Requirements; or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or materially impair its rights or alter the rights or obligations of any third party under, or give to others any rights of consent, termination, amendment, acceleration or cancellation of, or result in the creation of a Lien (other than any Permitted Lien) on any of the properties or assets of SPAC pursuant to, any Contracts, except, with respect to clause (ii) and (iii), as would not, individually or in the aggregate, reasonably be expected to be material to the SPAC.

(b) The execution and delivery by SPAC of this Agreement and the other Transaction Agreements to which it is a party does not, and the performance of its obligations hereunder and thereunder will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except: (i) for applicable requirements, if any, of the Securities Act, the Exchange Act, blue sky laws, foreign securities laws and the rules and regulations thereunder, and the rules of Nasdaq; (ii) for the filings required pursuant to Antitrust Laws and the expiration of the required waiting periods thereunder; and (iii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, reasonably be expected to be material to the SPAC.

Section 4.05 Compliance; Approvals. Since its incorporation or organization, as applicable, SPAC has complied in all material respects with and has not been in violation of any applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business. Since the date of its incorporation or organization, as applicable, to the Knowledge of SPAC, no investigation or review by any Governmental Entity with respect to SPAC has been pending or threatened. No notice of non-compliance with any applicable Legal Requirements has been received by SPAC.  SPAC is in possession of all Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to SPAC. Each Approval held by SPAC is valid, binding and in full force and effect in all material respects. SPAC: (a) is not in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any material term, condition or provision of any such Approval; or (b) has not received any notice from a Governmental Entity that has issued any such Approval that it intends to cancel, terminate, modify or not renew any such Approval, except in the case of clauses (a) and (b) as would not individually or in the aggregate, reasonably be expected to be material to SPAC.

Section 4.06 SPAC SEC Reports and Financial Statements. (a) SPAC has timely filed all forms, reports, schedules, statements and other documents required to be filed or furnished by SPAC with the SEC under the Exchange Act or the Securities Act since SPAC’s incorporation to the date of this Agreement, together with any amendments, restatements or supplements thereto (all of the foregoing filed prior to the date of this Agreement, the “SPAC SEC Reports”), and will have filed all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this Agreement through the Closing Date (the “Additional SPAC SEC Reports”).  All SPAC SEC Reports, Additional SPAC SEC Reports, any correspondence from or to the SEC and all certifications and statements required by: (i) Rule 13a-14 or 15d-14 under the Exchange Act; or (ii) 18 U.S.C. § 1350 (Section 906) of the Sarbanes-Oxley Act with respect to any of the foregoing (collectively, the “Certifications”) are or will be available on the SEC’s Electronic Data-Gathering, Analysis and Retrieval system (EDGAR) in full without redaction. SPAC has heretofore furnished to the Company true and correct copies of all amendments and modifications that have not been filed by SPAC with the SEC to all agreements, documents and other instruments that previously had been filed by SPAC with the SEC and are currently in effect. The SPAC SEC Reports were, and the Additional SPAC SEC Reports will be, prepared in all material respects in compliance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder, except, to the extent deemed material, those disclosures in the Original Balance Sheet that were corrected in the Restated Balance Sheet (as described below in this Section 4.06).  The SPAC SEC Reports did not, and the Additional SPAC SEC Reports will not, at the time they were or are filed, as the case may be, with the SEC contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.  The Certifications are each true and correct in all material respects. SPAC maintains disclosure controls and procedures required by Rule 13a-15(e) or 15d-15(e) under the Exchange Act. Such disclosure controls and procedures are designed to ensure that material information relating to SPAC and other material information required to be disclosed by SPAC in the reports and other documents that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to SPAC’s principal executive officer and its principal financial officer as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act. Each director and executive officer of SPAC has filed with the SEC on a timely basis all statements required with respect to SPAC by Section 16(a) of the Exchange Act and the rules and regulations thereunder. The financial statements and notes of SPAC contained or incorporated by reference in the SPAC SEC Reports fairly present, and the financial statements and notes of SPAC to be contained in or to be incorporated by reference in the Additional SPAC SEC Reports will fairly present, in all material respects the financial condition and the results of operations, changes in shareholders’ equity and cash flows of SPAC as at the respective dates of, and for the periods referred to in, such financial statements, all in accordance with: (i) U.S. GAAP (applied on a consistent basis); (ii) the books and records of SPAC; (iii) in the case of any audited statements, the standards of the PCAOB; and (iv) Regulation S-X or Regulation S-K, as applicable, subject, in the case of interim financial statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by Regulation S-X or Regulation S-K, as applicable, subject to the corrections to the Original Balance Sheet that were reflected in the Restated Balance Sheet (as described subsequently in this Section 4.06). The audited balance sheet as of March 3, 2021 and related footnote disclosures that appeared in SPAC’s Current Report on Form 8-K filed with the SEC on March 29, 2021 (the “Original Balance Sheet”) were required to be restated in order to correct certain errors in classification, which were corrected in the balance sheet that appeared in the Current Report on Form 8-K/A filed by SPAC with the SEC on May 25, 2021 (the “Restated Balance Sheet”). Other than as disclosed in the SPAC SEC Reports, SPAC is not a party to, or has any commitment to become a party to any material off-balance sheet partnership or similar arrangement (including any Contract or agreement relating to any transaction or relationship between or among SPAC and any unconsolidated affiliate), including any “off-balance sheet arrangement” (as defined in Item 303(a) of Regulation S-K promulgated by the SEC).

(b) SPAC has established and maintained a system of internal controls. Such internal controls are designed to provide reasonable assurance (i) that transactions are executed in accordance with management’s general or specific authorizations, (ii) that transactions, receipts and expenditures of SPAC are being executed and made only in accordance with appropriate authorizations of management of SPAC, (iii) that transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assets, (iv) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of SPAC and (v) that accounts, notes and other receivables and inventory are recorded accurately. Except as set forth in SPAC SEC Reports filed prior to the date of this Agreement, SPAC has not identified or been made aware of, and has not received from its independent auditors any notification of, any “significant deficiency” in the internal controls over financial reporting of SPAC, (y) any “material weakness” in the internal controls over financial reporting of SPAC or (z) SPAC has not been made aware of, and has not received from its independent auditors any notification of, any fraud, whether or not material, that involves management or other employees of SPAC who have a role in the internal controls over financial reporting of SPAC.

(c) Other than the SPAC’s having exceeded the limit of the 36-month anniversary of the IPO for completion of a business combination under Nasdaq’s rules, SPAC is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of Nasdaq.

(d) There are no outstanding loans or other extensions of credit made by SPAC to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of SPAC.

(e) As of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SPAC SEC Reports. To the Knowledge of SPAC, none of the SPAC SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation as of the date hereof.

Section 4.07 Financial Statements.

(a) Available via EDGAR (or otherwise attached as Schedule 4.07(a) to this Agreement) are true and complete copies of the audited consolidated balance sheets of SPAC as of December 31, 2022 and 2021, and the related consolidated statements of comprehensive loss, changes in shareholders’ equity (deficit) and cash flows of SPAC for the fiscal years then ended. In addition, by April 1, 2024 (or, if necessary, by the end of the extension period provided to the SPAC under Exchange Act Rule 12b-25), the audited consolidated balance sheets of SPAC as of December 31, 2023 and the related consolidated statements of operations, shareholders’ deficit and cash flows of SPAC for the fiscal year then ended will be available via EDGAR (collectively, all of the foregoing financial statements referenced in the previous two sentences, the “SPAC Financial Statements”). The SPAC Financial Statements: (i) fairly present in all material respects the financial position of SPAC, as at the respective dates thereof, and the results of their operations and their cash flows for the respective periods then ended; (ii) were prepared in conformity with U.S generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto); and (iii) were prepared from, and are in accordance with, the books and records of SPAC.

(b) SPAC has not stopped paying, for any material duration, its debts as they fall due.

Section 4.08 Absence of Certain Changes or Events. Except as set forth in SPAC SEC Reports filed prior to the date of the Original Agreement, and except as contemplated by this Agreement, since its incorporation there has not been: (a) any SPAC Material Adverse Effect; (b)  any revaluation by SPAC of any of its assets, including any sale of assets of SPAC other than in the ordinary course of business; or (c) any action taken or agreed upon by SPAC that would be prohibited by Section 5.02 if such action were taken on or after the date hereof without the consent of the Company.

Section 4.09 Litigation. Except as set forth in SPAC SEC Reports filed prior to the date of the Original Agreement, there is not, and since the date of SPAC’s incorporation, there has not been: (a) any pending or, to the Knowledge of SPAC, threatened Legal Proceeding against SPAC or any of its properties or assets, or any of the directors, managers or officers of SPAC with regard to their actions as such; (b) any pending or, to the Knowledge of SPAC, threatened audit, examination or investigation by any Governmental Entity against SPAC or any of its properties or assets, or any of the directors, managers or officers of SPAC with regard to their actions as such (c) any pending or threatened Legal Proceeding by SPAC against any third party; (d) any settlement or similar agreement that imposes any material ongoing obligation or restriction on SPAC; or (e) any Order imposed or, to the Knowledge of SPAC, threatened to be imposed upon SPAC or any of its respective properties or assets, or any of the directors, managers or officers of SPAC with regard to their actions as such.

Section 4.10 Business Activities. Since its incorporation, SPAC has not conducted any business activities other than activities: (a) as of the date of this Agreement, in connection with its organization; (b) in connection with its initial public offering; and (c) directed toward the accomplishment of a business combination.  Except as set forth in the Governing Documents of SPAC, there is no Contract or Order binding upon SPAC or to which it is a party which has or could reasonably be expected to have the effect of prohibiting or materially impairing any business practice of it, any acquisition of property by it or the conduct of business by it as currently conducted or as currently contemplated to be conducted (including, in each case, following the Closing). Since their incorporation, none of TopCo, Merger Sub 1 or Merger Sub 2 has conducted any business activities other than activities: (a) as of the date of this Agreement, in connection with its organization; and (b) directed toward the accomplishment of the Transactions.

Section 4.11 SPAC Listing. The SPAC Units are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on the Nasdaq Global Market (“Nasdaq”) under the symbol “MACAU.”  The SPAC Class A Shares are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “MACA.” The Public Warrants are registered pursuant to Section 12(b) of the Exchange Act and are listed for trading on Nasdaq under the symbol “MACAW.”  Other than the proceeding initiated by Nasdaq and described in Item 3.01 of the SPAC’s current report on Form 8-K filed with the SEC on February 26, 2024 (the second Form 8-K filed by the SPAC that day), there is no action or proceeding pending or, to the Knowledge of SPAC, threatened in writing against SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Units, the shares of SPAC Class A Shares or the Public Warrants or to terminate the listing of SPAC on Nasdaq. None of SPAC or any of its Affiliates has taken any action in an attempt to terminate the registration of the SPAC Units, the SPAC Class A Shares or the Public Warrants under the Exchange Act.

Section 4.12 Trust Account.

(a) There is at least $5,584,651 in a trust account (the “Trust Account”), maintained and invested pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) effective as of February 19, 2021, by and between SPAC and the Exchange Agent for the benefit of its public shareholders, with such funds invested in United States Government securities or money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act or in bank deposit accounts.

(b) Other than to extend the expiration date thereunder, the Trust Agreement has not been amended or modified and, to the Knowledge of SPAC with respect to the Exchange Agent, is valid and in full force and effect and is enforceable in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. SPAC has complied in all material respects with the terms of the Trust Agreement and is not in breach thereof or default thereunder, and there does not exist under the Trust Agreement any event that, with the giving of notice or the lapse of time, would constitute such a breach or default by SPAC or, to the Knowledge of SPAC or the Exchange Agent. There are no separate Contracts or side letters: (i) between SPAC and the Exchange Agent that would cause the description of the Trust Agreement in the SPAC SEC Reports to be inaccurate in any material respect; or (ii) to the Knowledge of SPAC, that would entitle any Person (other than shareholders of SPAC holding SPAC Shares sold in SPAC’s initial public offering who shall have elected to redeem their shares of SPAC Shares pursuant to SPAC’s Governing Documents or the underwriters of the initial public offering with respect to any deferred underwriting compensation) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released except: (A) to pay income and franchise taxes from any interest income earned in the Trust Account; and (B) to redeem SPAC Shares in accordance with the provisions of SPAC’s Governing Documents. There are no Legal Proceedings pending or, to the Knowledge of SPAC, threatened in writing with respect to the Trust Account.

Section 4.13 Taxes.

(a) All income and other material Tax Returns required to be filed by or on behalf of SPAC, or with respect to its income, assets, or operations, have been duly and timely filed with the appropriate Governmental Entity and all such Tax Returns are true, correct and complete in all material respects.  All material amounts of Taxes payable by or on behalf of SPAC (whether or not shown on any Tax Return) have been fully and timely paid to the appropriate Governmental Entity.

(b) SPAC has complied in all material respects with all applicable Legal Requirements relating to the withholding or collecting and remittance of all material amounts of Taxes and withheld or collected and timely paid to the appropriate Governmental Entity all material amounts of Taxes required to have been withheld or collected and paid.

(c) No claim, assessment, deficiency or proposed adjustment for any material amount of Tax has been asserted or assessed by any Governmental Entity in writing (nor to the Knowledge of SPAC, verbally) against SPAC which has not been fully paid or resolved.

(d) No material Tax audit or other examination of or action, suit or proceeding with respect to SPAC by any Governmental Entity is presently in progress, nor has SPAC been notified in writing of any request or threat for such an audit or other examination or action, suit, or proceeding.

(e) There are no liens for Taxes (other than Permitted Liens) upon any of the assets of SPAC.

(f) SPAC (i) does not have any liability for the Taxes of another Person as a transferee or a successor, by Contract (other than pursuant to commercial agreements entered into in the ordinary course of business and the principal purpose of which is not related to Taxes) or otherwise; and (ii) is not a party to or bound by any Tax indemnity, Tax sharing or Tax allocation agreement (excluding commercial agreements entered into in the ordinary course of business and the principal purposes of which is not related to Taxes).

(g) SPAC (i) has not consented to extend the time in which any Tax may be assessed or collected by any Governmental Entity (other than ordinary course extensions of time to file Tax Returns), which extension is still in effect; and (ii) has not entered into or been a party to any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).

(h) SPAC has not received written notice from a Governmental Entity that it (i) has, or has ever had, permanent establishment (within the meaning of an applicable Tax treaty or applicable local law) in any country other than the country of its organization, or (ii) is, or has ever been, subject to income or capital gains Tax in a jurisdiction outside the country of its organization.

(i) During the two (2) year period ending on the date of this Agreement, SPAC was not a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a transaction intended to be governed in whole or in part by Section 355 of the Code.

(j) SPAC is not and has not been a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code and is not treated as a “domestic corporation” under Section 7874(b) of the Code.

(k) SPAC is, and has since its date of organization been, treated as a corporation for U.S. federal, state, and local income tax purposes.

(l) In the last five (5) years, no claim has been made in writing (nor to the Knowledge of SPAC has any claim been made) by any Governmental Entity in a jurisdiction in which SPAC does not file Tax Returns that it is or may be subject to Tax by, or required to file Tax Returns in, that jurisdiction.

Section 4.14 Information Supplied. The information relating to SPAC supplied or to be supplied by or on behalf of SPAC for inclusion or incorporation by reference (a) in any current report on Form 8-K, and any exhibits thereto or any other report, form registration or other filing made with any Governmental Entity or stock exchange with respect to the Transactions or (b) in the Registration Statement, including the Proxy Statement/Prospectus, will not, on the date of filing thereof or the date it is first mailed to SPAC Shareholders, as applicable, or at the time of the Extraordinary Meeting or at the time of any amendment or supplement thereof, contain any untrue statement of any material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not false or misleading in light of the circumstances under which such statement is made. The Registration Statement, including the Proxy Statement/Prospectus, will comply in all material respects as to form with the requirements of the Securities Act and the Exchange Act and the rules and regulations thereunder. None of the information supplied or to be supplied by SPAC expressly for inclusion or incorporation by reference in any press release when distributed will contain any untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they such statement is made, not false or misleading at the time and in light of the circumstances under which such statement is made. Notwithstanding the foregoing, no representation is made by SPAC with respect to the information that has been or will be supplied by the Company or any of its Representatives for inclusion in the Proxy Statement/Prospectus and the Registration Statement.

Section 4.15 Employees; Benefit Plans. Other than any former officers or as described in the SPAC SEC Reports, SPAC has never had any employees.  Other than reimbursement of any out-of-pocket expenses incurred by SPAC’s officers and directors in connection with activities on SPAC’s behalf in an aggregate amount not in excess of the amount of cash held by SPAC outside of the Trust Account, SPAC has no unsatisfied liability with respect to any employee.  SPAC does not currently and has never maintained or had any liability under any benefit plan, and neither the execution and delivery of this Agreement or the other Transaction Agreements nor the consummation of the Transactions will: (a) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of SPAC; or (b) result in the acceleration of the time of payment or vesting of any such benefits.

Section 4.16 Compliance with International Trade & Anti-Corruption Laws.

(a) Since SPAC’s incorporation, neither SPAC nor, to the Knowledge of SPAC, any of their Representatives, or any other Persons acting for or on behalf of SPAC, is or has been, (i) a Person named on any sanctions and export control laws-related list of designated Persons maintained by a Governmental Entity; (ii) located, organized or resident in a country or territory which is itself the subject of or target of any sanctions and export control laws (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, Lebanon, the Crimea and non-Ukrainian government-controlled portions of the Donetsk and Luhansk regions of Ukraine); (iii) an entity 50-percent or more owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii).

(b) Since SPAC’s incorporation, neither SPAC, its directors or officers, nor, to the Knowledge of SPAC, any of its employees, agents or any other Persons acting for or on behalf of SPAC has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, promised, authorized, paid or received any improper payment in violation of any Anti-Corruption Laws. SPAC has implemented and maintained policies and procedures reasonably designed to promote compliance with, and prevent violation of, Anti-Corruption Laws.

Section 4.17 Board Approval; Shareholder Vote. The SPAC Board (including any required committee or subgroup of the board of directors of SPAC) has, as of the date of this Agreement, unanimously: (a) approved this Agreement, the other Transaction Agreements and the consummation of the Transactions; and (b) determined that the consummation of the Transactions is fair, advisable and in the commercial interest of SPAC. Other than the approval of the SPAC Shareholder Matters, no other corporate proceedings on the part of SPAC are necessary to approve the consummation of the Transactions.

Section 4.18 Affiliate Transactions. Except as described in the SPAC SEC Reports, no Contract between SPAC, on the one hand, and any of the present or former directors, officers, employees, shareholders or warrant holders or Affiliates of SPAC (or an immediate family member of any of the foregoing), on the other hand, will continue in effect following the Closing.

Section 4.19 Brokers. Except as set forth in Schedule Section 4.19 of the SPAC Disclosure Letter, SPAC does not have any liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Transactions.

Section 4.20 TopCo, Merger Sub 1 and Merger Sub 2.

(a) Merger Sub 1 is duly incorporated, formed or organized and validly existing under the laws of the State of Israel. Each of TopCo and Merger Sub 2 is duly incorporated, formed or organized and validly existing under the laws of the Cayman Islands. Each of TopCo, Merger Sub 1 and Merger Sub 2 has the requisite corporate or limited liability power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being conducted, except as would not reasonably be expected to prevent or materially delay or impair the consummation of the Transactions or the ability of such SPAC Party to perform its obligations under this Agreement or the Transaction Agreements. None of TopCo, Merger Sub 1 or Merger Sub 2 is in violation of any of the provisions of its Governing Documents in any material respect. Each of TopCo, Merger Sub 1 and Merger Sub 2 is duly qualified or licensed to do business as a foreign corporation or limited liability company and is in good standing in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary other than in such jurisdictions where the failure to so qualify would not reasonably be expected to prevent or materially delay or impair the consummation of the Transactions or the ability of such SPAC Party to perform its obligations under this Agreement or the Transaction Agreements.

(b) None of Merger Sub 1, Merger Sub 2, and, except for Merger Sub 1 and Merger Sub 2, TopCo, has any direct or indirect Subsidiaries or participations in joint ventures or other entities, and no such SPAC Party owns, directly or indirectly, any equity interests or other interests or investments (whether equity or debt) in any Person.  None of TopCo, Merger Sub 1 or Merger Sub 2 has any assets or properties of any kind other than those incident to its formation and this Agreement, and does not now conduct and has never conducted any business.  Each of TopCo, Merger Sub 1 and Merger Sub 2 is an entity that has been formed solely for the purpose of engaging in the Transactions.

(c) The sole outstanding share of TopCo is owned by SPAC Sponsor, and all outstanding shares of Merger Sub 1 and Merger Sub 2 are owned by TopCo, free and clear of all Liens (other than Permitted Liens).

Section 4.21 Disclaimer of Other Warranties. EACH SPAC PARTY HEREBY ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS, NONE OF THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, TO ANY SPAC PARTIES, OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON, WITH RESPECT TO ANY INSIDER, ANY OF THE GROUP COMPANIES, OR ANY OF THE RESPECTIVE BUSINESSES, ASSETS OR PROPERTIES OF THE FOREGOING, OR OTHERWISE, INCLUDING ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FUTURE RESULTS, PROPOSED BUSINESSES OR FUTURE PLANS. WITHOUT LIMITING THE FOREGOING, EACH SPAC PARTY ACKNOWLEDGES THAT: (A) NONE OF THE COMPANY, ANY OF ITS SUBSIDIARIES, OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY OTHER THAN AS EXPRESSLY MADE BY THE COMPANY IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS AND (B) OTHER THAN AS EXPRESSLY MADE BY SUCH PERSON IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS, NONE OF THE COMPANY NOR ANY OF ITS SUBSIDIARIES, NOR THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES, HAS MADE, IS MAKING OR SHALL BE DEEMED TO MAKE TO ANY SPAC PARTIES, OR THEIR AFFILIATES OR REPRESENTATIVES OR ANY OTHER PERSON ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (1) THE INFORMATION DISTRIBUTED OR MADE AVAILABLE TO THE SPAC PARTIES, OR THEIR REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS; (2) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM OR SIMILAR DOCUMENT; OR (3) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM RELATING TO THE COMPANY, ANY OF ITS SUBSIDIARIES, AND/OR THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING.  THE SPAC PARTIES HAVE NOT RELIED ON ANY PROMISE, REPRESENTATION OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS.  THE SPAC PARTIES HAVE CONDUCTED AN INDEPENDENT INVESTIGATION AND VERIFICATION OF THE COMPANY AND ITS SUBSIDIARIES, THE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF THE FOREGOING, AND IN MAKING THEIR DETERMINATION TO PROCEED WITH THE TRANSACTIONS, THE SPAC PARTIES HAVE RELIED ON THE RESULTS OF THEIR OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY AND SPECIFICALLY SET FORTH IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 4.21 CLAIMS AGAINST ANY GROUP COMPANY OR ANY OTHER PERSON WILL NOT BE LIMITED IN ANY RESPECT IN THE EVENT OF FRAUD IN THE MAKING OF THE REPRESENTATIONS AND WARRANTIES IN THIS AGREEMENT OR THE OTHER TRANSACTION AGREEMENTS BY SUCH PERSON. NOTHING IN THIS ‎SECTION 4.21 SHALL LIMIT OR RESTRICT THE SPAC PARTIES FROM CONTINUING THEIR DILIGENCE OF THE COMPANY AND ITS SUBSIDIARIES UNTIL THE CLOSING, SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THE CONFIDENTIALITY AGREEMENT.

ARTICLE V CONDUCT PRIOR TO THE CLOSING DATE

Section 5.01 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Acquisition Merger Effective Time, the Company shall, and shall cause each of the Company Subsidiaries to, carry on its business in the Ordinary Course of Business and in accordance with applicable Legal Requirements, except: (a) to the extent that SPAC shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld or delayed); or (b) as expressly contemplated by this Agreement or set forth in Schedule Section 5.01 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or as set forth in Schedule Section 5.01 of the Company Disclosure Letter, or as required by applicable Legal Requirements, without the prior written consent of SPAC (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Acquisition Merger Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following:

(a) except as otherwise required by any existing Employee Benefit Plan or other existing agreement, and other than entering into new employment agreements with each of the Company officers and employees listed on Schedule 5.01(a) (or amending or supplementing their existing agreements) on the principal terms further specified in such schedule opposite the name of each such officer and employee, as agreed with the SPAC Sponsor, (i) increase or grant any increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any bonus equity, retention, retirement pay or benefits to, any current or former employee, officer, director or independent contractor, other than increases in base pay and corresponding proportionate increases in bonus targets to any such individuals who are not directors or officers of the Group Companies in connection with promotions or the Group Companies’ annual performance review cycle in the Ordinary Course of Business, or increases in base pay and corresponding proportionate increases in bonus targets pursuant to arrangements which are effective as of or prior to the date of this Agreement; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, officer, director or independent contractor; (iii) enter into, materially amend or terminate any Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted an Employee Benefit Plan if it had been in effect on the date of this Agreement (other than entering into and terminating individual employment or consulting agreements or offer letters upon hire and termination of employment for agreements and offer letters that would not be required to be disclosed on Schedule 3.11(a) of the Company Disclosure Letter); (iv) take any action to accelerate the vesting, funding or payment of any compensation or benefits under any Employee Benefit Plan; (v) grant any equity or equity-based compensation awards or amend or modify any outstanding equity-based compensation award under any Employee Benefit Plan; (vi) hire or terminate any employee or independent contractor with annual base pay in excess of $40,000; (vii) enter into, amend or terminate any collective bargaining agreement or other agreement with a labor union or labor organization, works council or similar employee representation organization, or (viii) amend, waive or otherwise change, in any respect, any New Employment Agreement;

(b) plan, announce or implement any reduction in force, early retirement program, furlough or other voluntary or involuntary employment termination program, in each case, not in compliance with applicable Legal Requirements;

(c) (i) transfer, sell, assign, license, sublicense, encumber, impair, abandon, fail to diligently maintain, covenant not to assert, transfer or otherwise dispose of any right, title or interest in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any of the businesses of the Group Companies; (ii) extend, amend, waive, cancel or modify any rights in or to any Owned Intellectual Property or Licensed Intellectual Property, in each case, that is material to any business of the Group Companies; (iii) fail to use commercially reasonable efforts to diligently prosecute the patent applications owned by any of the Group Companies other than applications such Group Company, in the exercise of its good faith business judgment, has determined to abandon; or (iv) divulge, furnish to or make accessible any Trade Secrets included in the Owned Intellectual Property (or owned by another Person and held by such Group Company) to any third party who is not subject to an enforceable written agreement to maintain the confidentiality of such Trade Secrets, other than, in each of clauses (i) through (iii), in the Ordinary Course of Business; provided, that in no event shall the Company license on an exclusive basis or sell any Owned Intellectual Property; (d) (i) split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock; (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any membership interests, share capital or any other equity interests, as applicable, in any Group Company; (iii) except as contemplated by the Company Financing, grant, issue sell or otherwise dispose, or authorize to issue, sell, or otherwise dispose any membership interests, share capital or any other equity interests (such as options, restricted shares or other Contracts for the purchase or acquisition of such share capital), as applicable, in any Group Company; or (iv) except as contemplated by the Company Financing, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares or other equity securities or ownership interests or any securities convertible into or exchangeable for shares or other equity securities or ownership interests, or subscriptions, rights, warrants or options to acquire any shares or other equity securities or ownership interests or any securities convertible into or exchangeable for shares or other equity securities or other ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, equity securities or other ownership interests or convertible or exchangeable securities;

(e) amend its Governing Documents, or form or establish any non wholly-owned Subsidiary;

(f) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, purchasing any equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances;

(g) dispose of or cause the loss of rights under any Company Real Property Lease other than in the Ordinary Course of Business;

(h) other than in the Ordinary Course of Business, sell, lease, license, sublicense, abandon, divest, transfer, cancel, abandon or permit to lapse or expire, dedicate to the public, or otherwise dispose of, or agree to do any of the foregoing, or otherwise dispose of material assets or properties, other than pursuant to agreements existing on the date hereof and set forth on Schedule 5.01(h) of the Company Disclosure Letter;

(i) except as may be contemplated by the Company Financing, if applicable, (i) issue or sell any debt securities or rights to acquire any debt securities or guarantee any debt securities of another Person; (ii) make, create any loans, advances or capital contributions to, or investments in, any Person other than any of the Group Companies; (iii) other than Indebtedness that does not exceed $20,000 in the aggregate, create, incur, assume, guarantee or otherwise become liable for, any Indebtedness; (iv) create any Liens on any material property or material assets of any of the Group Companies in connection with any Indebtedness thereof (other than Permitted Liens); or (v) cancel or forgive any Indebtedness owed to any of the Group Companies;

(j) make, incur or commit to make or incur, or authorize any capital expenditures that will require payments after the Closing Date other than capital expenditures in the Ordinary Course of Business, or fail in any material respect to make any capital expenditures in the amounts and at the times contemplated in the Ordinary Course of Business;

(k) release, assign, compromise, settle or agree to settle any Legal Proceeding involving payments by any Group Company of $20,000 or more, or that imposes any material non-monetary obligations on a Group Company;

(l) other than in the Ordinary Course of Business, (A) modify, amend in a manner that is adverse to the applicable Group Company or terminate any Company Material Contract; (B) enter into any Contract that would have been a Company Material Contract had it been entered into prior to the date of this Agreement; or (C) waive, delay the exercise of, release, or assign any material rights or claims under any Company Material Contract;

(m) except as required by U.S.  GAAP (or any interpretation thereof) or applicable Legal Requirements, make any change in accounting methods, principles or practices;

(n) (i) make, change or revoke any material Tax election; (ii) change (or request to change) any method of accounting for Tax purposes; (iii) file any federal, state, or foreign income Tax Return or any other material Tax Return without the consent of SPAC prior to filing, which consent shall not be unreasonably withheld, delayed or conditioned; (iv) amend any material Tax Return; (v) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar state, local, or non-U.S. Legal Requirement, including an assessment agreement (Heskem Shuma) with the ITA) with any Governmental Entity; (vi) settle or compromise any Tax audit, examination, claim or proceeding; (vii) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an ordinary course extension to file any Tax Return); (viii) or change its residence for Tax purposes or create a permanent establishment or any taxable presence in any jurisdiction outside its jurisdiction of organization; or (ix) take any action relating to the filing of any Tax Return or the payment of any Tax if such similar action would have the effect of increasing the Tax liability of SPAC or its Affiliates for any period ending after the Closing Date or decreasing any Tax attribute of a Group Company existing on the Closing Date; (o) take any action or fail to take any action that would reasonably be expected to prevent or delay the prompt obtainment of any tax ruling;

(p) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation, restructuring, recapitalization, dissolution or winding-up;

(q) enter into or amend any agreement with, or pay, distribute or advance any assets or property to, any of its officers, directors, employees, partners, stockholders or other Affiliates, other than (i) payments or distributions relating to obligations in respect of arm’s-length commercial transactions pursuant to the agreements set forth on Schedule 5.01(q) of the Company Disclosure Letter as existing on the date of this Agreement and (ii) compensation for services or reimbursements in the Ordinary Course of Business;

(r) engage in any material new line of business;

(s) knowingly take any action or fail to take any action that would reasonably be expected to prevent the Acquisition Merger;

(t) (i) limit the rights of any Group Company in any respect: (A) to engage in any line of business or in any geographic area; (B) to develop, market or sell products or services; or (C) to compete with any Person; or (ii) grant any exclusive or similar rights to any Person;

(u) terminate or amend, in a manner materially detrimental to any Group Company, any insurance policy insuring the business of any Group Company;

(v) amend in a manner materially detrimental to any Group Company, terminate, permit to lapse or fail to use commercially reasonable efforts to maintain any Approval;

(w) take any action or fail to take any action that would result in, or does result in, Company Leakage; or

(x) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 5.01(a) through Section 5.01(w).

Section 5.02 Conduct of Business by SPAC Parties. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the SPAC Merger Effective Time, the SPAC Parties shall carry on their respective businesses in the ordinary course consistent with past practice, except: (a) to the extent that the Company shall otherwise consent in advance and in writing (such consent not to be unreasonably withheld or delayed); or (b) as expressly contemplated by this Agreement or set forth in Schedule 5.02 of the SPAC Disclosure Letter.  Without limiting the generality of the foregoing, except as set forth in Schedule 5.02 of the SPAC Disclosure Letter, or as required by applicable Legal Requirements, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the SPAC Parties shall not do any of the following:

(a) declare, set aside or pay dividends on or make any other distributions (whether in cash, shares, equity securities or property) in respect of any share capital (or warrant) or split, subdivide, combine, consolidate or reclassify any share capital (or warrant), effect a recapitalization or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any share capital or warrant, or effect any like change in capitalization;

(b) other than purchases or redemptions in connection with the SPAC Shareholder Redemption, or any other purchases or redemptions of SPAC equity securities required by the SPAC’s Governing Documents in connection with an extension of the deadline of the SPAC to complete its initial business combination, purchase, redeem or otherwise acquire, directly or indirectly, any equity securities of any SPAC Party;

(c) grant, issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares or other equity securities or any securities convertible into or exchangeable for share capital, shares of capital stock or other equity securities, or subscriptions, rights, warrants or options to acquire any shares or other equity securities or any securities convertible into or exchangeable for shares or other equity securities, or enter into other agreements or commitments of any character obligating it to issue any such shares or equity securities or convertible or exchangeable securities;

(d) except in connection with an extension of the deadline of the SPAC to complete its initial business combination under the SPAC’s Governing Documents, amend its Governing Documents or form or establish any Subsidiary;

(e) (i) merge, consolidate or combine with any Person; or (ii) acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or enter into any joint ventures, strategic partnerships or alliances;

(f) (i) except for promissory notes that may be issued to the SPAC Sponsor (or any of its Affiliates) as working capital financing, incur any Indebtedness or guarantee any such Indebtedness of another Person or Persons; (ii) issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of any SPAC Party, enter into any “keep well” or other agreement to maintain any financial statement condition; or (iii) enter into any arrangement having the economic effect of any of the foregoing; provided, however, that SPAC shall be permitted to incur Indebtedness from its Affiliates and shareholders in order to meet its reasonable capital requirements, with any such loans to be made only as reasonably required by the operation of SPAC in due course on a non-interest basis and otherwise on terms and conditions no less favorable than arm’s-length and repayable at Closing;

(g) except as required by U.S. GAAP (or any interpretation thereof) or applicable Legal Requirements, make any change in accounting methods, principles or practices;

(h) (i) make, change or revoke any material Tax election; (ii) change (or request to change) any method of accounting for Tax purposes; (iii) amend any material Tax Return; (iv) enter into any “closing agreement” as described in Section 7121 of the Code (or any similar state, local, or non-U.S. Legal Requirement) with any Governmental Entity; (v) settle or compromise any Tax audit, examination, claim or proceeding; (vi) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of material Taxes may be issued (other than any extension pursuant to an ordinary course extension to file any Tax Return); (vii) surrender any claim for a refund of material Taxes; (viii) incur any material liability for Taxes other than in the ordinary course of business; (ix) fail to timely pay any material Taxes due and payable; or (x) change its residence for Tax purposes or create a permanent establishment or any taxable presence in any jurisdiction outside its jurisdiction of organization; (i) create any Liens on any material property or material assets of any SPAC Party;

(j) liquidate, dissolve, reorganize or otherwise wind up the business or operations of any SPAC Party;

(k) commence, settle or compromise any Legal Proceeding;

(l) engage in any new line of business;

(m) take any action or fail to take any action that would reasonably be expected to prevent or delay the obtainment of the Israeli Tax Rulings (it is being clarified that the foregoing shall not restrict or limit the SPAC’s right of terminating this Agreement as set forth in Section 8.01(b) on the basis of the failure of the condition set forth in Section 7.01(h));

(n) knowingly take any action or fail to take any action that would reasonably be expected to prevent the Mergers;

(o) amend in a manner materially detrimental to any SPAC Party, terminate, permit to lapse or fail to use commercially reasonable efforts to maintain any franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities that any SPAC Party is in possession of and that are reasonably necessary to be maintained following the Closing;

(p) amend the Trust Agreement or any other agreement related to the Trust Account; or

(q) agree in writing or otherwise agree, commit or resolve to take any of the actions described in Section 5.02(a) through Section 5.02(p) above.

ARTICLE VI ADDITIONAL AGREEMENTS

Section 6.01 Proxy Statement/Prospectus; Extraordinary Meeting.

(a) Proxy Statement/Prospectus.

(i) As promptly as practicable following the execution and delivery of this Agreement, SPAC, TopCo and the Company shall use reasonable best efforts to prepare, and TopCo shall file with the SEC, (A) a registration statement, including a proxy statement of SPAC/prospectus of TopCo (as amended or supplemented, the “Proxy Statement/Prospectus”), on Form S-4 (as such filing is amended or supplemented, the “Registration Statement”) for the purposes of (I) registering under the Securities Act the offer and issuance of (1) the TopCo Shares to be issued to Company Shareholders and SPAC Shareholders pursuant to Article II, (2) the Converted Warrants to be issued to holders of Company Warrants pursuant to Article II and the TopCo Shares to be issued upon the exercise of such Converted Warrants, (3) the TopCo Converted Warrants to be issued to holders of SPAC Warrants pursuant to Article II, and the TopCo Shares to be issued upon the exercise of such TopCo Converted Warrants, (4) the TopCo Shares to be issued upon settlement of the Converted RSUs, and (5) the TopCo Shares to be issued upon exercise of the Converted Options (collectively, the “Registration Shares”), (II) providing the SPAC Shareholders with notice of the opportunity to redeem SPAC Class A Shares (the “SPAC Shareholder Redemption”), and (III) soliciting proxies from holders of SPAC Class A Shares and the SPAC Class B Share to vote at the Extraordinary Meeting in favor of: (1) the adoption of this Agreement and approval of the Transactions; (2) approval of the Amended and Restated Articles of TopCo (if necessary under Cayman Island law); (3) approving the New Incentive Plan; (4) the election of seven (7) directors to serve on TopCo’s board of directors following the Closing (if necessary under Cayman Island law) ((1) through (4), the “Required SPAC Shareholder Matters”); (5) any other proposals the Parties deem necessary or desirable to consummate the Transactions; and (6) the adjournment of the Extraordinary Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing proposals (collectively, the “SPAC Shareholder Matters”). Without the prior written consent of the Company (each such consent not to be unreasonably withheld, conditioned or delayed), the SPAC Shareholder Matters shall be the only matters (other than procedural matters) which SPAC shall propose to be acted on by SPAC’s shareholders at the Extraordinary Meeting. TopCo or SPAC, as applicable, shall make all other necessary filings with respect to the Transactions under the Securities Act, the Exchange Act and applicable “blue sky” laws, and any rules and regulations thereunder. The Registration Statement and the Proxy Statement/Prospectus will comply as to form and substance with the applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC thereunder. SPAC shall cause the Proxy Statement/Prospectus to be mailed to the SPAC Shareholders of record, as of the record date to be established by the board of directors of SPAC in accordance with SPAC’s Governing Documents, as promptly as practicable following the effectiveness of the Registration Statement (such date, the “Proxy Clearance Date”).

(ii) Each of SPAC, the Company, and TopCo shall use its reasonable best efforts to cause the Registration Statement and the Proxy Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective as long as is necessary to consummate the Transactions. Each SPAC Party, on the one hand, and the Company, on the other hand, shall furnish all information concerning it as may reasonably be requested by the other Party in connection with such actions and the preparation of the Registration Statement and the Proxy Statement/Prospectus. Each of SPAC, the Company and TopCo shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld or delayed) any response to comments of the SEC or its staff with respect to the Registration Statement and the Proxy Statement/Prospectus and any amendment to the Registration Statement and the Proxy Statement/Prospectus filed in response thereto. If TopCo, SPAC or the Company becomes aware that any information contained in the Registration Statement or the Proxy Statement/Prospectus shall have become false or misleading in any material respect or that the Registration Statement or the Proxy Statement/Prospectus is required to be amended in order to comply with applicable law, then (i) such Party shall promptly inform the other Parties and (ii) SPAC and TopCo, on the one hand, and the Company, on the other hand, shall cooperate fully and mutually agree upon (such agreement not to be unreasonably withheld or delayed) an amendment or supplement to the Registration Statement or the Proxy Statement/Prospectus contained therein (in each case including documents incorporated by reference therein). TopCo, SPAC and the Company shall use reasonable best efforts to cause the Registration Statement and the Proxy Statement/Prospectus as so amended or supplemented, to be filed with the SEC and to be disseminated to the SPAC Shareholders, as applicable, in each case pursuant to applicable law and subject to the terms and conditions of this Agreement and SPAC’s Governing Documents. Each of the Company, TopCo and SPAC shall provide the other Parties with copies of any written comments, and shall inform such other Parties of any oral comments, that such Party receives from the SEC or its staff with respect to the Registration Statement or the Proxy Statement/Prospectus promptly after the receipt of such comments and shall give the other Parties a reasonable opportunity to review and comment on any proposed written or oral responses to such comments prior to responding to the SEC or its staff.

(b) SPAC shall establish a record date (which date shall be mutually agreed with the Company) for, duly call, and give notice of, the Extraordinary Meeting. SPAC shall convene and hold an extraordinary general meeting of the SPAC Shareholders (the “Extraordinary Meeting”), for the purpose of obtaining the approval of the SPAC Shareholder Matters, which meeting shall be held not more than 30 days after the date on which SPAC mails the Proxy Statement/Prospectus to the SPAC Shareholders. SPAC shall use its reasonable best efforts to obtain the approval of the SPAC Shareholder Matters at the Extraordinary Meeting, including by soliciting proxies as promptly as practicable in accordance with applicable Legal Requirements for the purpose of seeking the approval of the SPAC Shareholder Matters. Subject to the proviso in the immediately following sentence, SPAC shall include the SPAC Recommendation in the Proxy Statement/Prospectus. Notwithstanding anything to the contrary contained in this Agreement, SPAC shall be entitled to postpone or adjourn the Extraordinary Meeting: (i) to ensure that any supplement or amendment to the Registration Statement that the board of directors of SPAC has determined in good faith is required by applicable Legal Requirements is disclosed to the SPAC Shareholders and for such supplement or amendment to be promptly disseminated to the SPAC Shareholders prior to the Extraordinary Meeting; (ii) if, as of the time for which the Extraordinary Meeting is originally scheduled (as set forth in the Proxy Statement/Prospectus), there are insufficient shares of SPAC Class A Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct the business to be conducted at the Extraordinary Meeting; (iii) in order to solicit additional proxies from the SPAC Shareholders for purposes of obtaining approval of the SPAC Shareholder Matters; or (iv) with the Company’s written consent; provided that in the event of a postponement or adjournment pursuant to clauses (i) or (ii), the Extraordinary Meeting shall be reconvened as promptly as practicable following such time as the matters described in such clauses have been resolved.

(c) If, in connection with the preparation and filing of the Registration Statement or the SEC’s review thereof, the SEC requests or requires that a Tax opinion with respect to the U.S. federal income tax consequences of the Transactions be prepared and submitted, the Parties shall deliver to counsel customary Tax representation letters satisfactory to such counsel, dated and executed as of the date such relevant filing shall have been declared effective by the SEC and such other date(s) as determined to be reasonably necessary by such counsel in connection with the preparation and filing of such Tax opinion. Notwithstanding anything to the contrary in this Agreement, none of the SPAC, the Company or their respective Tax advisors are obligated to provide any opinion that the Transactions qualify for any particular U.S. Tax treatment, other than a customary opinion regarding the material accuracy of any disclosure regarding U.S. federal income tax considerations of the Transactions included in the Registration Statement, including, without limitation, the Proxy Statement/Prospectus contained therein, as may be required to satisfy applicable rules and regulations promulgated by the SEC, nor will a Tax opinion by any Party’s advisors be a condition precedent to the Transaction.

Section 6.02 Company Shareholder Approval. The Company shall, as promptly as practicable after the Registration Statement is effective (and in any case within 5 days after the Registration Statement is effective), establish the record date for, duly call and give notice of, a general meeting of the Company Shareholders (the “Company Shareholders Meeting”), and, as promptly as practicable thereafter, convene and hold the Company Shareholders Meeting, in each case in accordance with the Governing Documents of the Company and the ICL, at which the Company Shareholders shall vote on the Company Shareholder Matters, in accordance with Section 6.03 below.

Section 6.03 Merger Proposal; Certificate of Merger. Subject to the ICL and the regulations promulgated thereunder, as soon as reasonably practicable following the date of this Agreement, the Company and Merger Sub 1 shall, as applicable, take the following actions within the timeframes set forth in this Section 6.03; provided, however, that any such actions or the time frame for taking such action shall be subject to any amendment in the applicable provisions of the ICL and the regulations promulgated thereunder (and in case of an amendment thereto, such amendment shall automatically apply so as to amend this Section 6.03 accordingly): (i) as promptly as practicable following the date hereof, cause a merger proposal (in the Hebrew language) with respect to the Acquisition Merger in a form reasonably acceptable to the Parties hereto (the “Merger Proposal”) to be executed in accordance with Section 316 of the ICL, (ii) deliver the Merger Proposal to the Companies Registrar within three (3) days from the calling of the Company Shareholders Meeting, (iii) cause a copy of the Merger Proposal to be delivered to its secured creditors, if any, no later than three (3) days after the date on which the Merger Proposal is delivered to the Companies Registrar, (iv) (A) publish a notice to its creditors, stating that the Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at the office of the Companies Registrar, the Company’s registered office or Merger Sub 1’s registered office, as applicable, and at such other locations as the Company or Merger Sub 1, as applicable, may determine, in (x) two (2) daily Hebrew newspapers, on the day that the Merger Proposal is submitted to the Companies Registrar and (y) in a popular newspaper outside of Israel as may be required by applicable law, within three (3) business days after the Merger Proposal was submitted to the Companies Registrar; (B) within four (4) business days from the date of submitting the Merger Proposal to the Companies Registrar, send a notice by registered mail to all of the “Substantial Creditors” (as such term is defined in the regulations promulgated under the ICL) that the Company or Merger Sub 1, as applicable, is aware of (if any), in which it shall state that the Merger Proposal was submitted to the Companies Registrar and that the creditors may review the Merger Proposal at such additional locations, if such locations were determined in the notice referred to in the immediately preceding clause (A) and at the times set in such notice; and (C) send to the Company’s “employees committee”, if any, or display in a prominent place at the Company’s premises a copy of the notice published in a daily Hebrew newspaper (as referred to in clause (A) of this Section 6.03(iv)), no later than three (3) business days following the day on which the Merger Proposal was submitted to the Companies Registrar; (v) promptly after the Company and Merger Sub 1, as applicable, shall have complied with the preceding clauses (iii) and (iv) of this Section 6.03, but in any event no more than three (3) business days following the date on which such notice was sent to the creditors, inform the Companies Registrar, in accordance with Section 317(b) of the ICL, that notice was given to their respective creditors, if any, under Section 318 of the ICL (and regulations promulgated thereunder), (vi) not later than three (3) days after the date on which the Company Shareholder Approval is received, inform (in accordance with Section 317(b) of ICL and the regulations thereunder) the Companies Registrar of such approval, and (vii) subject to the satisfaction or waiver of the last of the conditions set forth in Article VII to be satisfied or (to the extent permitted) waived (other than any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or (to the extent permitted) waiver of such conditions at the Closing), in accordance with the customary practice of the Companies Registrar, request that the Companies Registrar declare the Acquisition Merger effective and issue the Certificate of Merger upon such date as the Company and Merger Sub 1 shall advise the Companies Registrar, that in no event shall be prior to the lapse of fifty (50) days from the filing of the Merger Proposal with the Companies Registrar and thirty (30) days from the date the Company Shareholder Approval is received. For the avoidance of doubt, and notwithstanding any provision of this Agreement to the contrary, it is the intention of the Parties that the Acquisition Merger shall be declared effective and the Certificate of Merger shall be issued on the Closing Date. For purposes of this Section 6.03, “business day” shall have the meaning set forth in the Israeli Companies Regulations (Merger) 5760-2000 promulgated under the ICL.

Merger Sub 2 and SPAC shall take all necessary actions so as to effect the SPAC Merger in accordance with all applicable requirements under the Cayman Companies Act.

Section 6.04 Merger Sub 1 and Merger Sub 2 Shareholder Approvals. No later than the date of the Company Shareholder Approval, TopCo shall approve and adopt this Agreement and the Transactions, including the Acquisition Merger and the SPAC Merger, in its capacity as the sole shareholder of Merger Sub 1 and Merger Sub 2, respectively.

Section 6.05 Tax Rulings.

(b) As soon as reasonably practicable after the date of this Agreement, the Company shall instruct its Israeli counsel, advisors or accountants to prepare and file with the ITA, in full coordination with SPAC and SPAC’s Israeli counsel and tax advisors: (A) an application for a tax ruling confirming that the Acquisition Merger, for Israeli tax purposes, is a tax free merger pursuant to Section 103K of the Ordinance, subject to statutory or customary terms and conditions regularly associated with such a ruling (the “103K Tax Ruling”). The 103K Tax Ruling will be conditional on certain limitations being met for a period of two years from Closing, including, but not limited to the SPAC Shareholders’ and the Company Shareholders’ aggregate holdings in TopCo shall not be diluted by sale of shares by the Company Shareholders to less than 25% of the share capital of TopCo on a fully diluted basis. For the avoidance of doubt, such limitations shall be met solely by the Company Shareholders and the SPAC Shareholders shall be free to sell or otherwise transact their shares as of immediately after Closing; and (B) an application or applications for a ruling or rulings confirming that (i) the conversion of Company Options that are Section 102 Options or Section 3(i) Options to Converted Options, the conversion of the Company RSUs that are Section 102 RSUs to Converted RSUs and the exchange of Section 102 Shares for TopCo Ordinary Shares deposited with the Section 102 Trustee shall not, in either case, constitute a violation of the requirements of Section 102, will not be treated as a taxable event and that tax continuity shall apply with respect to such Converted Options, Converted RSUs and TopCo Shares provided that they are deposited with the Section 102 Trustee (which ruling may be subject to customary conditions regularly associated with such a ruling) (the “Israeli Option Tax Ruling”). Notwithstanding anything to the contrary in this Agreement, if the ITA has not issued the 103K Tax Ruling by June 1, 2024, then the Company shall instruct its Israeli counsel, advisors or accountants to prepare and file with the ITA, in full coordination with SPAC and SPAC’s Israeli counsel and tax advisors, an application or applications for a ruling or rulings confirming that the Acquisition Merger qualifies as a transaction governed by Section 104H of the of the Israeli Tax Ordinance and permitting deferral of any applicable Israeli Tax with respect to the Merger Consideration that Company Shareholders electing to be included in and covered by such ruling (each, an “Electing Holder”) will receive in TopCo Shares pursuant to this Agreement in accordance with the provisions of Section 104H of the Israeli Tax Ordinance until the sale, transfer or other conveyance for cash of such TopCo Shares by such Electing Holder or such other date set forth in Section 104H of the Israeli Tax Ordinance, which ruling may be subject to customary conditions regularly associated with such a ruling (the “104H Tax Ruling”). The 103K Tax Ruling or 104H Tax Ruling and 104H Interim Tax Ruling, as applicable, and the Israeli Option Tax Ruling shall be referred to as the “Israeli Tax Rulings”.

(c) The Company and SPAC shall cause their respective Israeli counsel, advisors and accountants to coordinate all material activities, and to cooperate with each other, with respect to the preparation and filing of the applications for the Israeli Tax Rulings and in the preparation of any written or oral submissions that may be necessary, proper or advisable to obtain the Israeli Tax Rulings. The final text of the applications for and the Israeli Tax Rulings shall be subject to the prior written confirmation of SPAC or its counsel, which consent shall not be unreasonably withheld, conditioned or delayed. Subject to the terms and conditions hereof, the Company shall use reasonable best efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws to obtain the Israeli Tax Rulings, as promptly as practicable, and shall inform SPAC and its Israeli advisors of the content of any discussions and meetings with the ITA relating thereto in advance and allow SPAC’s Israeli advisors to participate in any such discussions or meetings. Prior to the Closing, including in connection with the filing of the requests for the Israeli Tax Rulings, the Company shall use reasonable best efforts to validate and verify any information related to Company Options as SPAC may reasonably request, including reconciling the data included in the data base of the Section 102 Trustee and the information included in any resolutions of the Company Board, the grant documents relating to such Company Options and the Company’s records.

Section 6.06 Certain Regulatory Matters.

(a) As promptly as practicable following the date of this Agreement, SPAC, TopCo and the Company shall make any other required filings under other applicable Antitrust Laws. The Parties shall promptly and in good faith respond to all information requested of it by each Governmental Entity (as it relates to Antitrust Laws) in connection with such notifications and filings and otherwise cooperate in good faith with each other and such Governmental Entities. Each Party will promptly furnish to the other such information and assistance as the other may reasonably request in connection with its preparation of any filing or submission that is necessary under all applicable Antitrust Laws and will take all other actions necessary or desirable to cause the expiration or termination of the applicable waiting periods as soon as practicable. Each Party will promptly provide the other with copies of all written communications (and memoranda setting forth the substance of all oral communications) between each of them, any of their Affiliates and their respective agents, representatives and advisors, on the one hand, and any Governmental Entity, on the other hand, with respect to this Agreement or the Transactions. Without limiting the foregoing, TopCo, SPAC and the Company shall: (A) promptly inform the other Parties of any communication to or from any Governmental Entity regarding the Transactions; (B) permit the other Parties to review in advance any proposed written communication to any such Governmental Entity and incorporate reasonable comments thereto; (C) give the other Parties prompt written notice of the commencement of any Legal Proceeding with respect to such transactions; (D) not agree to participate in any substantive meeting or discussion with any such Governmental Entity in respect of any filing, investigation or inquiry concerning this Agreement or the Transactions unless, to the extent reasonably practicable, it consults with the other Parties in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend; (E) keep the other Parties reasonably informed as to the status of any such Legal Proceeding; and (F) promptly furnish each other with copies of all correspondence, filings (to the extent allowed under applicable Legal Requirements) and written communications between such Party and their Affiliates and their respective agents, representatives and advisors, on one hand, and any such Governmental Entity, on the other hand, in each case, with respect to this Agreement and the Transactions.

(b) As soon as reasonably practicable after the Closing and, in any event, in accordance with the requirements of law and the Innovation Authority regulations, the Parties shall ensure that the IIA Notice is filed with the Innovation Authority.

(c) Any filing fees required by Governmental Entities, including with respect to any registrations, declarations and filings required in connection with the execution and delivery of this Agreement, the performance of the obligations hereunder and the consummation of the Transactions and applicable Antitrust Laws, shall be borne  by the Company (subject to the proviso in Section 10.10), provided that, in case of Termination, all expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses.

Section 6.07 Other Filings; Press Release.

(a) As promptly as practicable after execution of this Agreement, SPAC will prepare and file a Current Report on Form 8-K pursuant to the Exchange Act to report the execution of this Agreement, the form and substance of which shall be approved in advance in writing the Company.

(b) If the Parties agree that it is necessary or appropriate, promptly after the execution of this Agreement, SPAC and the Company shall mutually draft and issue a joint press release announcing the execution of this Agreement.

Section 6.08 Confidentiality; Communications Plan; Access to Information.

(a) The Confidentiality Agreement, and the terms thereof, are hereby incorporated herein by reference.  Following Closing, the Confidentiality Agreement shall be superseded in its entirety by the provisions of this Agreement; provided, however, that if for any reason this Agreement is terminated prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.  Beginning on the date of the Original Agreement and ending on the second anniversary of this Agreement, each Party agrees to maintain in confidence any non-public information received from the other Parties, and to use such non-public information only for purposes of consummating the Transactions. Such confidentiality obligations will not apply to: (i) information which was known to one Party or its agents or representatives prior to receipt from the Company, on the one hand, or the SPAC Parties, on the other hand, as applicable; (ii) information which is or becomes generally known to the public without breach of this Agreement or an existing obligation of confidentiality; (iii) information acquired by a Party or their respective agents from a third party who was not bound to an obligation of confidentiality; (iv) information developed by such Party independently without any reliance on the non-public information received from any other Party; (v) disclosure required by applicable Legal Requirement or stock exchange rule; or (vi) prior to the Closing, disclosure consented to in writing by SPAC (in the case of the Company) or the Company (in the case of the SPAC Parties).

(b) SPAC and the Company shall reasonably cooperate to create and implement a communications plan regarding the Transactions (the “Communications Plan”) promptly following the date hereof.  Notwithstanding the foregoing, none of the Parties or any of their respective Affiliates will make any public announcement or issue any public communication regarding this Agreement, the other Transaction Agreements or the Transactions or any matter related to the foregoing, without the prior written consent of the Company, in the case of a public announcement by SPAC, or SPAC, in the case of a public announcement by the Company (such consents, in either case, not to be unreasonably withheld, conditioned or delayed), except: (i) if such announcement or other communication is required by applicable Legal Requirements, in which case the disclosing Party shall, to the extent permitted by applicable Legal Requirements, first allow such other Parties to review such announcement or communication and have the opportunity to comment thereon and the disclosing Party shall consider such comments in good faith; (ii) in the case of the Company, SPAC and their respective Affiliates, if such announcement or other communication is made in connection with fundraising or other investment related activities and is made to such Person’s direct and indirect investors or potential investors or financing sources subject to an obligation of confidentiality; (iii) to the extent provided for in the Communications Plan, internal announcements to employees of the Group Companies; (iv) to the extent such announcements or other communications contain only information previously disclosed in a public statement, press release or other communication previously approved in accordance with Section 6.07 or this Section 6.08(b); and (v) announcements and communications to Governmental Entities in connection with registrations, declarations and filings relating to the Transactions required to be made under this Agreement.

(c) The Company will afford SPAC and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of the Group Companies during the period prior to the Closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel of the Group Companies, as SPAC may reasonably request; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of such Group Companies. SPAC will afford the Company and its financial advisors, underwriters, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books, records and personnel of SPAC during the period prior to the Closing to obtain all information concerning the business, including properties, results of operations and personnel of SPAC, as the Company may reasonably request; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of SPAC.

Section 6.09 Reasonable Best Efforts. Upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the Mergers and the other Transactions, including using reasonable best efforts to accomplish the following: (a) the taking of all commercially reasonable acts necessary to cause the conditions precedent set forth in Article VII to be satisfied; (b) the obtaining of all necessary actions, waivers, consents, approvals, orders and authorizations from Governmental Entities and the making of all necessary registrations, declarations and filings, including registrations, declarations and filings with Governmental Entities, if any, and filings required pursuant to Antitrust Laws and the taking of all commercially reasonable steps as may be necessary to avoid any Legal Proceeding; (c) the obtaining of all consents, approvals or waivers from third parties required as a result of the Transactions, including any other consents referred to on Schedule 3.05(b) of the Company Disclosure Letter; (d) the defending of any suits, claims, actions, investigations or proceedings, whether judicial or administrative, challenging this Agreement or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (e) the execution or delivery of any additional instruments reasonably necessary to consummate, and to fully carry out the purposes of, the Transactions. This obligation shall include, on the part of SPAC, sending a termination letter to the Exchange Agent substantially in the applicable form attached to the Trust Agreement (the “Trust Termination Letter”).  Notwithstanding anything herein to the contrary, nothing in this Agreement shall be deemed to require SPAC or the Company to agree to any divestiture by itself or any of its Affiliates of shares or shares of capital stock or of any business, assets or property, the imposition of any limitation on the ability of any of them to conduct their business or to own or exercise control of their respective assets, properties, shares capital and capital stock, or the incurrence of any liability or expense.

Section 6.10 No SPAC Securities Transactions. Neither the Company nor any of its Subsidiaries will, and the Company shall cause its officers, directors and employees that have been provided access to the terms of the Transactions not to, directly or indirectly, engage in any transactions involving the securities of SPAC prior to the time of the making of a public announcement regarding all of the material terms of the business and operations of the Company and the Transactions. 

Section 6.11 No Claim Against Trust Account. For and in consideration of SPAC entering into this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company, TopCo, Merger Sub 1 and Merger Sub 2, and its Affiliates hereby irrevocably waive any right, title, interest or claim of any kind that it or they have or may have in the future in or to the Trust Account and agree not to seek recourse against the Trust Account or any funds distributed therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with SPAC; provided that: (a) nothing herein shall serve to limit or prohibit the Company’s right to pursue a claim against SPAC pursuant to this Agreement for legal relief against monies or other assets of SPAC held outside the Trust Account or for specific performance or other equitable relief in connection with the Transactions (so long as such claim would not affect SPAC’s ability to fulfill its obligation to effectuate any SPAC Shareholder Redemption) or for fraud; and (b) nothing herein shall serve to limit or prohibit any claims that the Company may have in the future pursuant to this Agreement against SPAC’s assets or funds that are not held in the Trust Account.

Section 6.12 Disclosure of Certain Matters. Each of SPAC, TopCo, Merger Sub 1, Merger Sub 2, and the Company will promptly provide the other Parties with prompt written notice of: (a) any event, development or condition that is reasonably likely to cause any of the conditions set forth in Article VII not to be satisfied; (b) would require any amendment or supplement to the Registration Statement; or (c) the receipt of notice from any Person alleging that the consent of such Person may be required in connection with the Transactions.

Section 6.13 Securities Listing. The Company and TopCo will use their reasonable best efforts to cause the Registration Shares issued in connection with the Transactions to be approved for listing on the Listing Exchange at Closing.

Section 6.14 ISA Exemptions. Without limiting the generality of Section 6.09, (i) the Company shall, in coordination with SPAC, as promptly as practicable after the date of this Agreement, prepare and file with the ISA an application for an exemption under Section 15D of the Securities Law, concerning the publication of an Israeli prospectus in connection with the issuance of the Converted Options and Converted RSUs as set forth in this Agreement, or alternatively an application requesting that the Israeli Securities Authority confirm that the issuance of Converted Options and Converted RSUs is exempt from prospectus requirements or does not trigger prospectus requirements (the “15D Exemption”) and (ii) as promptly as practicable after the date of this Agreement and in any event within thirty (30) days thereof, the Parties shall cooperate and shall file with the ISA any required exemption or “no action” requests in connection with the issuance of the Merger Consideration, requesting the ISA to exempt or agree not to take any action against the Parties in connection with any such issuance without a publication of a prospectus in accordance with the Securities Law (an “Israeli Prospectus” and any such exemption, the “ISA Offering Exemption” and, together with the 15D Exemption, the “ISA Exemptions”) The Parties shall use their best efforts to respond promptly to comments from the ISA and to obtain the ISA Exemptions. The Company shall provide to SPAC a copy of its application to obtain the 15D Exemption for SPAC’s prior review and comments and shall update SPAC and its counsel on any developments with respect to the application and any communications with the ISA in connection with the application and the review thereof and facilitate SPAC’s counsel’s involvement in such communications to the extent reasonably practicable. The Parties shall, and shall cause their respective counsels to, cooperate to obtain the ISA Offering Exemption and to facilitate each other Party’s and its counsel’s involvement in all communications with and submission of documents and information to the ISA in connection with the application and receipt of the ISA Offering Exemption.

Section 6.15 No Solicitation.

(a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, the Company shall not, and shall cause its Subsidiaries and its shareholders, officers, directors and employees not to, and shall direct its other Representatives not to, directly or indirectly: (i) solicit, initiate, enter into or continue discussions, negotiations or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any Person (other than SPAC, TopCo and their Representatives) concerning any merger, consolidation, sale of ownership interests and/or assets of any Group Company, recapitalization or similar transaction (each, a “Company Business Combination”); (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a Company Business Combination; or (iii) commence, continue or renew any due diligence investigation regarding a Company Business Combination.  The Company shall, and shall cause its Subsidiaries and the Company Shareholders, officers, directors and employees to, and shall cause their respective other Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any Company Business Combination. A Company Business Combination expressly excludes an equity or venture debt financing that results in an investment infusion in any Group Company, with one or more investors acquiring a minority percentage of equity of such Group Company, provided that such transaction shall not interfere, prevent or delay the consummation of the Transactions as contemplated hereby and that such investor shall sign the Company Support Agreement, and further provided that in any event such financing shall be pre-approved in writing by the SPAC.

(b) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, SPAC shall not, and shall cause SPAC Sponsor not to, and shall direct its Representatives not to, directly or indirectly, other than as contemplated by this Agreement: (i) solicit, initiate, enter into or continue discussions or transactions with, or encourage or respond to any inquiries or proposals by, or provide any information to, any Person (other than the Company and its Representatives) concerning any merger, consolidation, purchase of ownership interests or assets of SPAC, recapitalization or similar business combination transaction (each, a “SPAC Business Combination”); (ii) enter into any agreement regarding, continue or otherwise participate in any discussions or negotiations regarding, or cooperate in any way that would otherwise reasonably be expected to lead to a SPAC Business Combination; or (iii) commence, continue or renew any due diligence investigation regarding a SPAC Business Combination, other than in connection with the Agreement. SPAC shall, and shall cause its Representatives to, immediately cease any and all existing discussions or negotiations with any Person with respect to any SPAC Business Combination.

(c) Each Party shall promptly (and in no event later than 24 hours after becoming aware of such inquiry, proposal, offer or submission) notify the other Parties if it or, to its Knowledge, any of its or its Representatives receives any inquiry, proposal, offer or submission with respect to a Company Business Combination or SPAC Business Combination, as applicable (including the identity of the Person making such inquiry or submitting such proposal, offer or submission and all material details thereof), after the execution and delivery of this Agreement.  If either Party or its Representatives receives an inquiry, proposal, offer or submission with respect to a Company Business Combination or SPAC Business Combination, as applicable, such Party shall provide the other Parties with a copy of such inquiry, proposal, offer or submission.

Section 6.16 Trust Account. Upon satisfaction or waiver of the conditions set forth in Article VII and provision of notice thereof to the Exchange Agent (which notice SPAC shall provide to the Exchange Agent in accordance with the terms of the Trust Agreement): (a) in accordance with and pursuant to the Trust Agreement, at the Closing, SPAC: (i) shall cause the documents, opinions and notices required to be delivered to the Exchange Agent pursuant to the Trust Agreement to be so delivered, including providing the Exchange Agent with the Trust Termination Letter; and (ii) shall use its reasonable best efforts to cause the Exchange Agent to distribute the Trust Account as directed in the Trust Termination Letter, including all amounts payable: (A) to SPAC Shareholders who properly elect to have their SPAC Class A Shares redeemed for cash in accordance with the provisions of SPAC’s Governing Documents; (B) for income tax or other tax obligations of SPAC prior to Closing; (C) to the underwriters of the initial public offering with respect to any deferred underwriting compensation; (D) for any unpaid Transaction Expenses of SPAC to the extent SPAC elects to pay these prior to Closing; and (E) as repayment of loans and reimbursement of expenses to directors, officers and shareholders of SPAC; and (b) thereafter, the Trust Account shall terminate, except as otherwise provided therein.

Section 6.17 Director and Officer Matters.

(a) Group Companies.

(i) Each of SPAC and TopCo agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of any Group Company (each, together with such person’s heirs, executors or administrators, a “Company D&O Indemnified Party”), as provided in their respective Governing Documents, shall survive the Closing and shall continue in full force and effect.  For a period of seven years following the Closing Date, TopCo shall cause the Group Companies to maintain in effect the exculpation, indemnification and advancement of expenses provisions of such Group Company’s Governing Documents as in effect immediately prior to the Closing Date, and TopCo shall, and shall cause the Group Companies to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Company D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim.

(ii) Prior to the Closing, the Company may, at its sole discretion, purchase, at its expense, a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “Company D&O Tail”) in respect of acts or omissions occurring prior to the Acquisition Merger Effective Time (including with respect to the Transactions and all actions taken in connection with them) covering each such Person that is a director or officer of a Group Company currently covered by the Company’s and its Affiliates’ (other than the Group Companies) directors’ and officers’ liability insurance policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the seven-year period following the Closing.  TopCo shall, and shall cause the Company following the Acquisition Merger Effective Time to, maintain the Company D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Group Companies, as applicable, and no other Party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 6.17(a)(ii).

(iii) The rights of each Company D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Governing Documents of any Group Company, any other indemnification arrangement, any Legal Requirement or otherwise. The obligations of TopCo and the Group Companies under this Section 6.17(a) shall not be terminated or modified in such a manner as to adversely affect any Company D&O Indemnified Party without the consent of such Company D&O Indemnified Party.  The provisions of this Section 6.17(a) shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the Company D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 6.17(a).

(iv) If TopCo or, after the Closing, any Group Company, or any of their respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets (including, with respect to TopCo, any Group Company) to any Person, then, in each such case, TopCo or the merging Group Company or successor or assign, as applicable, shall make commercially reasonable efforts to ensure that the successors and assigns of TopCo or such Group Company, successor or assign, as applicable, assume the obligations set forth in this Section 6.17(a).

(b) SPAC.

(i) TopCo agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the current or former directors or officers, as the case may be, of SPAC (each, together with such person’s heirs, executors or administrators, a “SPAC D&O Indemnified Party”), as provided in its Governing Documents, shall survive the Closing and shall continue in full force and effect. For a period of seven (7) years from the Closing Date, TopCo shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of SPAC’s Governing Documents as in effect immediately prior to the Closing Date, and SPAC shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any SPAC D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim.

(ii) Prior to the Closing, SPAC shall purchase, a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “SPAC D&O Tail”) in respect of acts or omissions occurring prior to the SPAC Merger Effective Time covering each such Person that is a director or officer of SPAC currently covered by the SPAC and its Affiliates’ directors’ and officers’ liability insurance policies on terms with respect to coverage, deductibles and amounts no less favorable than those of such policy in effect on the date of this Agreement for the seven-year period following the Closing. TopCo shall maintain the SPAC D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by TopCo and no other Party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 6.17(b)(ii).

(iii) The rights of each SPAC D&O Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such person may have under the Governing Documents of TopCo, any other indemnification arrangement, any Legal Requirement or otherwise. The obligations of TopCo under this Section 6.17(a)(iv) shall not be terminated or modified in such a manner as to adversely affect any SPAC D&O Indemnified Party without the consent of such SPAC D&O Indemnified Party. The provisions of this Section 6.17(a)(iv) shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the SPAC D&O Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 6.17(a)(iv).

(iv) If TopCo, or any of its respective successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, TopCo, or the merging successor or assign, as applicable, shall make commercially reasonable efforts to ensure that the successors and assigns of TopCo, or the successor or assign, as applicable, assume the obligations set forth in this Section 6.17(b)(iv).

(c) On the Closing Date, TopCo shall enter into customary indemnification agreements reasonably satisfactory to the Company and TopCo with the respective directors and officers of TopCo, SPAC and the Company, which indemnification agreements shall continue to be effective following the Closing.

Section 6.18 Tax Matters.

(a) Each Party agrees to act in good faith, consistent with the Intended Tax Treatment, and use reasonable best efforts to cause the Mergers, taken together, to qualify for the Intended Tax Treatment. Neither TopCo nor its Affiliates (i) has any current plan or intention to take any action, make any Tax election or engage in any transaction that would result in the liquidation of SPAC for U.S. federal income tax purposes, or (ii) will take any such action, make any such election, or engage in any such transaction within two (2) calendar years following the Closing Date.

(b) All transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other such similar Taxes and fees (including any penalties and interest) that become payable in connection with or by reason of the execution of this Agreement and the Transactions (collectively, “Transfer Taxes”) shall be borne and paid by TopCo. Unless otherwise required by applicable law, TopCo shall timely file any Tax Return or other document with respect to such Transfer Taxes (and the Company and SPAC shall reasonably cooperate with respect thereto as necessary).

Section 6.19 Section 16 Matters. Prior to the SPAC Merger Effective Time, SPAC shall take all reasonable steps as may be required or permitted to cause any acquisition or disposition of the SPAC Class A Shares that occurs or is deemed to occur by reason of or pursuant to the Transactions by each director and officer of SPAC who is or will be subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to SPAC to be exempt under Rule 16b-3 promulgated under the Exchange Act, including by taking steps in accordance with the No-Action Letter, dated January 12, 1999, issued by the SEC regarding such matters.

Section 6.20 Board of Directors & Officers.

(b) The Parties shall take all actions necessary such that immediately after the Acquisition Merger Effective Time, the TopCo Board (the “Post-Closing Company Board of Directors”), SPAC Board and Company Board shall each consist of seven (7) directors, including the individuals listed on Schedule Section 6.20, and that the TopCo Board shall be permitted to consist of up to nine (9) directors; provided, however, that the composition of the Post-Closing Company Board of Directors shall comply with all requirements of the Listing Exchange and the rules of the SEC, and each member thereof shall serve in such capacity in accordance with the terms of TopCo’s Governing Documents following the Acquisition Merger Effective Time.

(c) The initial officers of TopCo, and the initial officers and directors of Acquisition Surviving Sub and SPAC Surviving Company, shall be certain Persons, as determined by the Company and communicated to SPAC prior to the Closing Date, who shall serve in such capacity in accordance with the terms of the Governing Documents of TopCo, Acquisition Surviving Sub and SPAC Surviving Company, respectively, following the Acquisition Merger Effective Time.

Section 6.21 Incentive Equity Plan. In connection with the consummation of the Transactions, TopCo shall approve and adopt a customary incentive equity plan to hire and incentivize its executives and other employees as attached as Exhibit E (the “New Incentive Plan”); provided, that, the Converted Options and Converted RSUs shall not count towards the initial number of TopCo Shares reserved for issuance under the New Incentive Plan. Following the expiration of the 30-day period following the Closings, TopCo shall file an effective registration statement on Form S-8 (or other applicable form) with respect to the TopCo Shares issuable under the New Incentive Plan. The New Incentive Plan shall incorporate the applicable provisions required pursuant to Section 102 and TopCo and the Company shall cause the New Incentive Plan to be filed with the ITA (together with any auxiliary documents related thereto) as required under the Israeli Tax Ordinance, within 10 Business Days following the Closing. Notwithstanding the foregoing, Converted Options and Converted RSUs shall be governed by the assumed Company Option Plan.

Section 6.22 PCAOB Financial Statements. The Company shall, as soon as reasonably practicable following the date of this Agreement and not later than April 15, 2024, use reasonable best efforts to deliver to SPAC final drafts, subject only to final approval and receipt of the written opinion and signature of the Company’s independent auditor of any modifications required for changes in events or circumstances after the date of such delivery of (i) the audited consolidated balance sheet of the Group Companies as of December 31, 2022 and December 31, 2023, and the related audited consolidated statements of operations and cash flows of the Group Companies for each of the two fiscal years ended December 31, 2022 and December 31, 2023, each draft prepared in accordance with the auditing standards of the PCAOB (collectively, the “PCAOB Audited Financial Statements”), and (ii) any other audited or reviewed financial statements of the Group Companies that are required by applicable law to be included in the Registration Statement as audited or reviewed financial statements (together with the PCAOB Audited Financial Statement and the Interim Financial Statements, the “PCAOB Financial Statements”); provided, that upon delivery of such PCAOB Financial Statements as and when such PCAOB Financial Statements have been signed by the Company’s independent auditors in connection with the filing of the Registration Statement, the representations and warranties set forth in Section 3.07(a) and Section 3.07(b) shall be deemed to apply to the PCAOB Financial Statements with the same force and effect as if made as of the date of this Agreement. In addition, the Company shall use reasonable best efforts to deliver to SPAC true and complete copies of any additional audited or reviewed financial statements of the Company and the Company Subsidiaries for each period required to be included in any amendment or supplement to the Registration Statement as requested by SPAC or as soon as practicable prior to the due date for filing any such amendment or supplement.

Section 6.23 Company Financing.

(a) On or following the date of this Agreement, the Company and its Subsidiary have executed Company Financing Subscription Agreements as are mutually agreed by the Company and SPAC that would constitute a Company Financing. Each of the Company and SPAC shall use its commercially reasonable efforts to cooperate with each other in connection with the arrangement of any Company Financing as may be reasonably requested by each other.

(b) Unless otherwise consented in writing by each Party, neither the Company nor SPAC shall permit any amendment or modification to be made to, any waiver (in whole or in part) or provide consent to (including consent to termination), any provision or remedy under, or any replacements of, any of the Company Financing Subscription Agreements. Each Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to consummate the transactions contemplated by the Company Financing Subscription Agreements on the terms and conditions described therein, including maintaining in effect the Company Financing Subscription Agreements and to: (i) satisfy on a timely basis all conditions and covenants applicable to it in the Company Financing Subscription Agreements and otherwise comply with its obligations thereunder, (ii) without limiting the rights of any party to enforce certain of such Company Financing Subscription Agreements, in the event that all conditions in the Company Financing Subscription Agreements (other than conditions that the Company, SPAC or any of their respective Affiliates control the satisfaction of and other than those conditions that by their nature are to be satisfied at the closings under the Company Financing Subscription Agreements) have been satisfied, consummate the transactions contemplated by the Company Financing Subscription Agreements at or prior to the Closing; (iii) confer with each other regarding timing of the expected closings under the Company Financing Subscription Agreements; and (iv) deliver notices to the applicable counterparties to the Company Financing Subscription Agreements sufficiently in advance of the Closing to cause them to fund their obligations as far in advance of the Closing as permitted by the Company Financing Subscription Agreements. Without limiting the generality of the foregoing, the Company and SPAC, as applicable, shall give the other party prompt written notice: (A) of any breach or default (or any event or circumstance that, with or without notice, lapse of time or both, could give rise to any breach or default) by any party to any Company Financing Subscription Agreements known to the Company or SPAC, as applicable; (B) of the receipt of any notice or other communication from any party to any Company Financing Subscription Agreements by the Company or SPAC, as applicable with respect to any actual, potential, threatened or claimed expiration, lapse, withdrawal, material breach, material default, termination or repudiation by any party to any Company Financing Subscription Agreements or any provisions of any Company Financing Subscription Agreements; and (C) if the Company or SPAC, as applicable, does not expect to receive all or any portion of the Company Financing Proceeds on the terms, in the manner or from one or more investors as contemplated by the Company Financing Subscription Agreements. The Parties shall use their commercially reasonable efforts to, and shall instruct their respective financial advisors to, keep the other Parties and the other Parties’ financial advisors reasonably informed with respect to the Company Financing during such period, including by (i) providing regular updates and (ii) consulting and cooperating with, and considering in good faith any feedback from, the other Parties or the other Parties’ financial advisors with respect to the Company Financing.

Section 6.24 Surrender of Excess Founders Shares; Founders Shares Lock-Up; SPAC Sponsor Investment;.

(a) Effective as of immediately prior to the Closing, SPAC shall cause SPAC Sponsor to surrender to the SPAC for retirement all 2,875,000 SPAC Founders Shares (which includes the one (1) SPAC Class B Share that was to convert automatically into a SPAC Class A Share immediately prior to the Closing under the Governing Documents of SPAC) (the “Sponsor Share Surrender”). Prior to the Closing, however, the SPAC Sponsor may transfer up to 1,567,000 of the 2,875,000 SPAC Founders Shares held by SPAC Sponsor and destined for surrender, for reduction of transaction related fees, or to non-Affiliate third-party investors that provide backstop financing, that enter into non-redemption agreements with SPAC, or that provide other financial support in connection with the Transactions, as determined by SPAC in consultation with the Company (the “Backstop Shares”). Any of the 1,567,000 Backstop Shares not utilized as envisaged above will be forfeited by the SPAC Sponsor effective immediately prior to the Closing and cancelled. SPAC hereby waives any restriction on the transfer of the Backstop Shares to, and any post-Closing lock-up restrictions on, the transfer of the Backstop Shares by, any such third-party transferees under the IPO SPAC Letter Agreement.

(b) As described in the Recitals, within 30 days following the date of this Agreement, SPAC Sponsor shall invest the initial $350,000 amount in TopCo in respect of the SPAC Sponsor Investment and shall be issued by TopCo in respect thereof 1,343,000 new TopCo Shares. If SPAC Sponsor invests an additional amount of up to $150,000 in TopCo prior to the Closing (for an aggregate SPAC Sponsor Investment amount of up to $500,000), SPAC Sponsor shall be issued by TopCo in respect thereof additional TopCo Shares at a price of $10.00 per share. To the extent the amount of the SPAC Sponsor Investment, including amounts funded by the SPAC Sponsor immediately prior to the Closing, is less than $500,000, then the SPAC Sponsor shall surrender to TopCo for retirement (i) eight thousand (8,000) TopCo Shares, and (ii) for every $1,000 deficiency from that $500,000 amount, up to a maximum allowable deficiency of $150,000, an additional three hundred thirty-three and one-third (333⅓) TopCo Shares (rounded to the nearest whole share), thereby yielding a maximum possible forfeiture by SPAC Sponsor of 58,000 TopCo Shares. As provided in the Amended Registration Rights and Lock-Up Agreement, all TopCo Shares issued to the Sponsor in respect of the SPAC Sponsor Investment and that remain outstanding following the Closing shall be subject to a six (6)-month lock-up period (echoing the lock-up set forth in the IPO SPAC Letter Agreement), subject to the potential earlier release of up to fifty percent (50%) of those TopCo Shares from that lock-up based on the market price of the TopCo Shares closing above $12.00 for any 20 trading days within any 30-trading day period.

Section 6.25 Amendment and Restatement of Existing Sponsor Promissory Notes. Effective as of the Closing, TopCo shall have issued to the SPAC Sponsor (or SPAC shall have issued, and assigned its obligations thereunder to TopCo), and SPAC shall cause the SPAC Sponsor to accept, in amendment and restatement, and replacement, in their entirety, of all existing outstanding promissory notes issued by the SPAC to the SPAC Sponsor, an amended and restated promissory note in the form attached as Exhibit F to this Agreement (the “A&R Sponsor Promissory Note”), whereby (a) the total amount owed by SPAC to SPAC Sponsor through the Closing Date has been capped (the “Promissory Note Cap”) at (i) $5,200,000, minus (ii) any Fee or expense that may be paid or owed by SPAC pursuant to the Business Combination Marketing Agreement, dated February 16, 2021, entered into by SPAC in connection with the IPO (the “Marketing Agreement”), as reflected in the A&R Sponsor Promissory Note, (b) any outstanding amount loaned by SPAC Sponsor in excess of the Promissory Note Cap will be attributed to the conversion shares issuable upon maturity of the note as additional paid-in capital, (c) the maturity date of the A&R Sponsor Promissory Note shall be the 30-month anniversary of the Closing Date, and (d) and amounts outstanding under the A&R Sponsor Promissory Note may be repaid (unless otherwise decided by the Company) only by way of conversion into TopCo Shares in accordance with the terms set forth in the form of A&R Sponsor Promissory Note.

ARTICLE VII CONDITIONS TO THE TRANSACTION

Section 7.01 Conditions to Each Party’s Obligations. The respective obligations of each Party to this Agreement to effect the Mergers and the other Transactions shall be subject to the satisfaction or, to the extent waivable, waiver at or prior to the Closing of the following conditions:

(a) At the Extraordinary Meeting (including any adjournments thereof), the Required SPAC Shareholder Matters shall have been duly adopted by the SPAC Shareholders in accordance with the Cayman Companies Act, the SPAC’s Governing Documents and the Nasdaq rules and regulations, as applicable.

(b) The Company Shareholder Approval shall have been obtained in accordance with applicable law and the Governing Documents of the Company.

(c) All applicable waiting periods (and any extensions thereof) under Antitrust Laws will have expired or otherwise been terminated.

(d) No provision of any applicable Legal Requirement prohibiting, enjoining, restricting or making illegal the consummation of the Transactions shall be in effect, and no temporary, preliminary or permanent restraining Order enjoining, restricting or making illegal the consummation of the Transactions will be in effect or shall be threatened in writing by a Governmental Entity of competent jurisdiction.

(e) The shareholders of SPAC shall have voted to approve the articles of association of TopCo in the form of the Amended and Restated Articles as of immediately prior to the SPAC Merger Effective Time, if required under Cayman Islands law.

(f) The Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and shall not be subject to any stop order or proceeding (or threatened proceeding by the SEC) seeking a stop order with respect to the Registration Statement.

(g) The shares constituting the Merger Consideration and SPAC Merger Consideration shall be approved for listing upon the Closing on the Listing Exchange.

(h) The 103K Tax Ruling (or, if sought by the Company in accordance with Section 6.05, the 104H Interim Tax Ruling) and the Israeli Option Tax Ruling shall have been obtained from the ITA and be in effect.

(i) At least fifty (50) days shall have elapsed after the filing of the Merger Proposal with the Companies Registrar and at least thirty (30) days shall have elapsed after the Company Shareholder Approval has been received.

(j) The ISA Exemptions shall have been obtained.

Section 7.02 Additional Conditions to Obligations of the Company.

The obligations of the Company to consummate and effect the Acquisition Merger and the other Transactions shall be subject to the satisfaction at or prior to the Closing, as applicable, of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

(a) The Fundamental Representations of the SPAC Parties shall be true and correct in all material respects on and as of the date of this Agreement and on and as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); the representations and warranties of SPAC contained in Section 4.08(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date; and all other representations and warranties set forth in Article IV hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation contained herein) on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably be expected to have a SPAC Material Adverse Effect.

(b) The SPAC Parties shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by them on or prior to the Closing Date, in each case in all material respects.

(c) No SPAC Material Adverse Effect shall have occurred since the date of this Agreement.

(d) At the Acquisition Merger Effective Time (after giving effect to the Closing and following the SPAC Shareholder Redemption), TopCo shall (1) not be a “penny stock” or “blank check company” according to relevant Legal Requirements, and (2) be compliant with the Nasdaq Global Market listing requirements.

(e) SPAC Sponsor shall have provided the SPAC Sponsor Investment, subject to a deficiency of up to $150,000 of the $500,000 target (and any associated forfeiture), as set forth in the Recitals and in Section 6.24(b).

(f) SPAC shall have delivered to the Company a list, certified by SPAC’s CFO, of each of its liabilities that does not appear (or that is greater than) those liabilities provided for in, or otherwise disclosed or reflected in the most recent balance sheet included in the SPAC Financial Statements, accounting, among other things, for (if not so accounted for in the SPAC Financial Statements) (i) the payment of any remaining Fee or expenses pursuant to the Marketing Agreement; (ii) the final amount of the A&R Sponsor Promissory Note, after injecting any additional amounts needed to cover all operational expenses of any kind incurred by SPAC until the Closing, including, without limitation, all general, administrative and overhead expenses, and further covering all costs associated with convening and conducting a general meeting for approval of the Transactions contemplated by this Agreement, as well as all fees for ongoing legal, accounting, audit and other professional services not directly related to such Transactions, subject to the Promissory Note Cap; and (iii) all expenses incurred or owed in relation to the Transactions, including all fees for legal, accounting, audit, printing and other professional services in connection therewith, provided, however that the total of such liabilities, excluding those described in clause (i) above, and assuming a Closing by no later than the Outside Date, shall not exceed an aggregate amount of $1,000,000.

(g) TopCo shall have confirmed the New Employment Agreements with each of the senior employees of the Company who had entered into such agreements.

(h) SPAC shall have delivered to the Company a certificate, signed by an authorized representative of SPAC and dated as of the Closing Date, certifying as to the matters set forth in Section 7.02(a), Section 7.02(b), Section 7.02(c) and Section 7.02(d).

(i) The Sponsor Share Surrender and additional surrender (if any) of TopCo Shares issued in respect of the SPAC Sponsor Investment shall have been completed.

(j) TopCo and SPAC Sponsor shall have executed, and TopCo shall have delivered to SPAC Sponsor, in replacement of all existing promissory notes issued by SPAC to Sponsor, the A&R Sponsor Promissory Note.

(k) The TopCo Board shall have adopted the New Incentive Plan and created the New Incentive Plan Pool.

(l) SPAC and any other SPAC Party shall have delivered or shall stand ready to deliver all of the certificates, instruments, Contracts and other documents specified to be delivered by it hereunder.

(m) the Amended Registration Rights and Lock-Up Agreement shall have been duly executed by TopCo and the SPAC Sponsor.

Section 7.03 Additional Conditions to the Obligations of SPAC Parties. The obligations of SPAC and each other SPAC Party to consummate and effect the Mergers and the other Transactions shall be subject to the satisfaction at or prior to the Closing of each of the following conditions, any of which may be waived, in writing, exclusively by SPAC:

(a) The Fundamental Representations of the Company shall be true and correct in all material respects on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date); the representations and warranties of the Company contained in Section 3.09(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date; and all other representations and warranties set forth in Article III hereof shall be true and correct (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where any failures of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not reasonably, be expected to have a Company Material Adverse Effect.

(b) The Company shall have performed or complied with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the Closing Date, in each case in all material respects.

(c) No Company Material Adverse Effect shall have occurred since the date of this Agreement.

(d) The Company shall have delivered to SPAC a certificate, signed by an authorized representative of the Company and dated as of the Closing Date, certifying as to the matters set forth in Section 7.03(a), Section 7.03(b) and Section 7.03(c).

(e) All of the Company Warrants shall have been exercised (on a cashless basis) prior to the Acquisition Merger Effective Time.

(f) All Company Financing Amounts under the Company Financing Subscription Agreements, if in the form of convertible loans, shall be converted in accordance with their terms prior to or at the Acquisition Merger Effective Time.

(g) Prior to the Closing Date, the Company shall have acquired the entire GIBF holdings in the Subsidiary (and become the sole holder of the Subsidiary).

(h) SPAC Sponsor shall have been issued TopCo Shares in respect of the SPAC Sponsor Investment in accordance with the terms of ‎Section 6.25(b).

(i) The Company shall have delivered, or caused to be delivered, or shall stand ready to deliver to the SPAC all of the certificates, instruments, Contracts and other documents specified to be delivered by it hereunder, including the following:

(i) the Amended Registration Rights and Lock-Up Agreement, duly executed by those Company Shareholders listed in Exhibit D;

(ii) By no later than (i) April 15, 2024, fully executed copies of all Company Financing Subscription Agreements under the Company Financing and (ii) April 30, 2024, all proceeds payable to the Company (or its Subsidiary, as applicable) thereunder, being not less than US$3,500,000, shall have been received by the Company (or by its Subsidiary, as applicable).

(iii) the Amended Registration Rights and Lock-Up Agreement, duly executed by the Company Financers with respect to their Company Financing Shares, ranking pari-passu with the shares of the SPAC Sponsor – if and to the extent that the resale of the Company Financing Shares is excluded from the Registration Statement under applicable U.S. securities laws and regulations or by the SEC.

ARTICLE VIII TERMINATION

Section 8.01 Termination. This Agreement may be terminated at any time prior to the Closing:

(a) by mutual written agreement of the SPAC Parties and the Company at any time;

(b) by either SPAC or the Company if the Transactions shall not have been consummated by August 19, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 8.01(b) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Transactions to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; and

(c) by either SPAC or the Company if a Governmental Entity of competent jurisdiction shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, including the SPAC Merger and Acquisition Merger, which Order or other action is final and nonappealable;

(d) by the Company, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of any SPAC Party, or if any representation or warranty of any SPAC Party shall have become untrue, in each case, such that the conditions set forth in Section 7.02(a) or Section 7.02(b) would not be satisfied provided, however, that if such breach by a SPAC Party is curable by such SPAC Party prior to the Closing, then the Company must first provide written notice to the SPAC Parties of such breach and may not terminate this Agreement under this Section 8.01(d) until the earlier of: (i) 30 days after delivery of written notice from the Company to the SPAC Parties of such breach; and (ii) the Outside Date; and provided, further, that the Company may not terminate this Agreement pursuant to this Section 8.01(d) if: (A) the Company shall have materially breached this Agreement and such breach has not been cured; or (B) if such breach by SPAC or such other SPAC Party, as applicable, is cured during such 30 day period (or prior to the Outside Date, if earlier); (e) by SPAC, upon a breach of any representation, warranty, covenant or agreement set forth in this Agreement on the part of the Company, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Section 7.03(a) or Section 7.03(b) would not be satisfied; provided, however, that if such breach is curable by the Company prior to the Closing, then SPAC must first provide written notice to the Company of such breach and may not terminate this Agreement under this Section 8.01(e) until the earlier of: (i) 30 days after delivery of written notice from SPAC to the Company of such breach; and (ii) the Outside Date; and provided, further, that SPAC may not terminate this Agreement pursuant to this Section 8.01(e) if: (A) any SPAC Party shall have materially breached this Agreement and such breach has not been cured; or (B) if such breach by the Company is cured during such 30 day period (or prior to the Outside Date, if earlier);

(f) by either SPAC or the Company, if, at the Extraordinary Meeting (including any adjournments thereof), the Required SPAC Shareholder Matters are not duly adopted by the SPAC Shareholders by the requisite vote under the Cayman Companies Act and SPAC’s Governing Documents;

(g) by either SPAC or the Company if, at the Company Shareholder Meeting (including any adjournments thereof), the Company Shareholder Approval is not obtained; or

(h) by SPAC, if the Company has not delivered to SPAC, by April 15, 2024, the PCAOB Audited Financial Statements for the fiscal years ended December 31, 2021 and December 31, 2022.

(i) By SPAC, at any time prior to May 1, 2024 if (i) not all of the executed copies of the Company Financing Subscription Agreements were provided to SPAC on or before April 15, 2024, or (ii) all proceeds payable to the Company (or its Subsidiary) thereunder, being not less than US$3,500,000, shall not have been received by the Company (or its Subsidiary), on or before April 30, 2024.

Section 8.02 Notice of Termination; Effect of Termination.

(a) Any termination of this Agreement under Section 8.01 above will be effective immediately upon the delivery of written notice of the terminating Party to the other Parties.

(b) In the event of the termination of this Agreement as provided in Section 8.01, this Agreement shall be of no further force or effect and the Transactions shall be abandoned, except: (i) Section 6.11, this Section 8.02, Article X (General Provisions) and the Confidentiality Agreement shall survive the termination of this Agreement; and (ii) nothing herein shall relieve any Party from liability for any intentional breach of this Agreement or fraud.

ARTICLE IX NO SURVIVAL

Section 9.01 No Survival. None of the representations, warranties, covenants or agreements in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Closing and all rights, claims and causes of action (whether in contract or in tort or otherwise, or whether at law or in equity) with respect thereto shall terminate at the Closing.  Notwithstanding the foregoing, neither this Section 9.01 nor anything else in this Agreement to the contrary (including Section 10.14) shall limit: (a) the survival of any covenant or agreement of the Parties which by its terms is required to be performed or complied with in whole or in part after the Closing, which covenants and agreements shall survive the Closing in accordance with their respective terms; or (b) the liability of any Person with respect to fraud.

ARTICLE X GENERAL PROVISIONS

Section 10.01 Notices. All notices and other communications hereunder shall be in writing and shall be deemed given: (a) on the date established by the sender as having been delivered personally; (b) one (1) Business Day after being sent by a nationally recognized overnight courier guaranteeing overnight delivery; (c) on the date delivered if a Business Day, or otherwise on the following Business Day, if delivered by email of a pdf document (unless sender received an automated notice of failed delivery or similar error notification indicating that the transmission was not properly completed); or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows:

if to SPAC or any other SPAC Party, to:

c/o
Moringa Acquisition Corp

250 Park Avenue, 7th Floor

New York, NY, 10017

Attention: Ilan Levin, CEO

Telephone No.: +972-54-4510573

Email: ilan@moringaac.com

with copies to (which shall not constitute notice) to:

Meitar | Law Offices

16 Abba Hillel Rd.

Ramat Gan 5250608, Israel

Telephone No.: +972-3-6103186

Attn: David Chertok

  Jonathan M. Nathan

  Elad Ziv

Email: dchertok@meitar.com; jonathann@meitar.com; eladz@meitar.com

and

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, New York 10022

Attention: Mark Selinger

Email: Mark.Selinger@gtlaw.com

if to the Company to:

Silexion Therapeutics Ltd.

2 Ha’mayan St.

Modiin, Israel

Attention: Ilan Hadar, CEO

Email: ihadar@silexion.com

Telephone No.: +972-8-628-6005

with a copy (which shall not constitute notice) to:

Herzog, Fox & Ne’eman
Herzog Tower
6 Yitzhak Sadeh St.
Tel-Aviv, Israel 6777506
Attention: Ory Nacht, Adv.
Email: nachto@herzoglaw.co.il

or to such other address or to the attention of such Person or Persons as the recipient Party has specified by prior written notice to the sending Party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

Section 10.02 Interpretation. The words “hereof,” “herein,” “hereinafter,” “hereunder,” and “hereto” and words of similar import refer to this Agreement as a whole and not to any particular section or subsection of this Agreement and reference to a particular section of this Agreement will include all subsections thereof, unless, in each case, the context otherwise requires.  The definitions of the terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context shall require, any pronoun shall include the corresponding masculine, feminine and neuter forms. When a reference is made in this Agreement to an Exhibit, such reference shall be to an Exhibit to this Agreement unless otherwise indicated.  When a reference is made in this Agreement to Sections or subsections, such reference shall be to a Section or subsection of this Agreement.  Unless otherwise indicated the words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”  The words “made available” mean that the subject documents or other materials were provided to or included in and available at the “Silexion Therapeutics” online data site hosted by Intralinks, or provided over email by the Company to SPAC at least two Business Days prior to the date of this Agreement.  The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. When reference is made herein to “the business of” an entity, such reference shall be deemed to include the business of all direct and indirect subsidiaries of such entity. Reference to the subsidiaries of an entity shall be deemed to include all direct and indirect subsidiaries of such entity. The word “or” shall be disjunctive but not exclusive.  When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and if the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.  References to a particular statute or regulation shall include all rules and regulations thereunder and any predecessor or successor statute, rule, or regulation, in each case as amended or otherwise modified from time to time.  All references to currency amounts in this Agreement shall mean United States dollars unless otherwise specified.

Section 10.03 Counterparts; Electronic Delivery. This Agreement, the Transaction Agreements and each other document executed in connection with the Transactions, and the consummation thereof, may be executed in one or more counterparts, all of which shall be considered one and the same document and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties, it being understood that all Parties need not sign the same counterpart.  Delivery by electronic transmission to counsel for the other Parties of a counterpart executed by a Party shall be deemed to meet the requirements of the previous sentence.

Section 10.04 Entire Agreement; Third Party Beneficiaries. This Agreement, the other Transaction Agreements and any other documents and instruments and agreements among the Parties as contemplated by or referred to herein, including the Exhibits hereto: (a) constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof; and (b) other than the rights, at and after the Acquisition Merger Effective Time or the SPAC Merger Effective Time, as the case may be, of Persons pursuant to the provisions of Section 6.17 and Section 10.14 (which will be for the benefit of the Persons set forth therein), are not intended to confer upon any other Person other than the Parties any rights or remedies.

Section 10.05 Severability. In the event that any term, provision, covenant or restriction of this Agreement, or the application thereof, is held to be illegal, invalid or unenforceable under any present or future Legal Requirement: (a) such provision will be fully severable; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom; and (d) in lieu of such illegal, invalid or unenforceable provision, there will be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms of such illegal, invalid or unenforceable provision as may be possible.

Section 10.06 Other Remedies; Specific Performance. Except as otherwise provided herein, prior to the Closing, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy will not preclude the exercise of any other remedy.  The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  It is accordingly agreed that each Party shall be entitled to enforce specifically the terms and provisions of this Agreement and immediate injunctive relief to prevent breaches of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.  Each of the Parties hereby acknowledges and agrees that it may be difficult to prove damages with reasonable certainty, that it may be difficult to procure suitable substitute performance, and that injunctive relief and/or specific performance will not cause an undue hardship to the Parties.  Each of the Parties hereby further acknowledges that the existence of any other remedy contemplated by this Agreement does not diminish the availability of specific performance of the obligations hereunder or any other injunctive relief.  Each Party hereby further agrees that in the event of any action by any other Party for specific performance or injunctive relief, it will not assert that a remedy at law or other remedy would be adequate or that specific performance or injunctive relief in respect of such breach or violation should not be available on the grounds that money damages are adequate.

Section 10.07 Governing Law. This Agreement and the consummation of the Transactions, and any action, suit, dispute, controversy or claim arising out of this Agreement and the consummation of the Transactions, or the validity, interpretation, breach or termination of this Agreement and the consummation of the Transactions, shall be governed by and construed in accordance with the internal law of the State of Delaware regardless of the law that might otherwise govern under applicable principles of conflicts of law thereof, provided that (i) the Acquisition Merger, such other provisions of this Agreement expressly required by the terms of this Agreement to be governed by the ICL, and the fiduciary duties of the Company Board shall be governed by the ICL and its regulations, and (ii) the SPAC Merger and the fiduciary duties of the SPAC Board shall be governed by the Laws of the Cayman Islands.

Section 10.08 Consent to Jurisdiction; Waiver of Jury Trial.

(a) Each of the Parties irrevocably consents to the exclusive jurisdiction and venue of the Court of Chancery in the State of Delaware (or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), in each case in connection with any matter based upon or arising out of this Agreement, the other Transaction Agreements and the consummation of the Transactions, agrees that process may be served upon them in any manner authorized for notice under this Agreement or otherwise by the laws of the State of Delaware for such Person and waives and covenants not to assert or plead any objection which they might otherwise have to such manner of service of process. 

(b) Each Party hereby waives, and any Person asserting rights as a third-party beneficiary may do so only if he, she or it waives, and, in each case, agrees not to assert as a defense in any legal dispute, that: (a) such Person is not personally subject to the jurisdiction of the above named courts for any reason; (b) such Legal Proceeding may not be brought or is not maintainable in such court; (c) such Person’s property is exempt or immune from execution; (d) such Legal Proceeding is brought in an inconvenient forum; or (e) the venue of such Legal Proceeding is improper.  Each Party and any Person asserting rights as a third-party beneficiary hereby agrees not to commence or prosecute any such action, claim, cause of action or suit other than before one of the above-named courts, nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit to any court other than one of the above-named courts, whether on the grounds of inconvenient forum or otherwise.  Each Party hereby consents to service of process in any such proceeding in any manner permitted by Delaware law, and further consents to service of process by nationally recognized overnight courier service guaranteeing overnight delivery, or by registered or certified mail, return receipt requested, at its address specified pursuant to Section 10.01.  Notwithstanding the foregoing in this Section 10.08, any Party may commence any action, claim, cause of action or suit in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

(c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH OF THE PARTIES AND ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY MAY DO SO ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT, EACH OTHER TRANSACTION AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS, AND FOR ANY COUNTERCLAIM RELATING THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.  IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NON-COMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION AGREEMENTS AND THE CONSUMMATION OF THE TRANSACTIONS. FURTHERMORE, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

Section 10.09 Rules of Construction. Each of the Parties agrees that it has been represented by independent counsel of its choice during the negotiation and execution of this Agreement and each Party hereto and its counsel cooperated in the drafting and preparation of this Agreement and the documents referred to herein and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafting such agreement or document.

Section 10.10 Expenses. Except as otherwise expressly provided in this Agreement, each Party will pay its own Transaction Expenses; provided that if the Closing occurs, such Transaction Expenses shall be paid by the Trust Account, TopCo or the Company (as TopCo’s subsidiary) at or promptly following the Closing.

Section 10.11 Assignment. No Party may assign, directly or indirectly, including by operation of law, either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Parties.  Subject to the first sentence of this Section 10.11, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

Section 10.12 Amendment. This Agreement may be amended by the Parties at any time only by execution of an instrument in writing signed on behalf of each of the Parties.

Section 10.13 Extension; Waiver. At any time prior to the Closing, SPAC (on behalf of itself or any other SPAC Party) and the Company may, to the extent not prohibited by applicable Legal Requirements: (a) extend the time for the performance of any of the obligations or other acts of the other Party or Parties; (b) waive any inaccuracies in the representations and warranties made by the other Party or Parties contained herein or in any document delivered pursuant hereto; and (c) waive compliance with any of the agreements or conditions for the benefit of such Party or Parties contained herein.  Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.  Delay in exercising any right under this Agreement shall not constitute a waiver of such right. 

Section 10.14 No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, this Agreement may only be enforced against, and any Legal Proceeding for breach of this Agreement may only be made against, the entities that are expressly identified herein as Parties to this Agreement, and no Related Party of a Party shall have any liability for any liabilities or obligations of the Parties for any Legal Proceeding (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any oral representations made or alleged to be made in connection herewith.  No Party shall have any right of recovery in respect hereof against any Related Party of a Party and no personal liability shall attach to any Related Party of a Party through such Party, whether by or through attempted piercing of the corporate veil, by the enforcement of any judgment, fine or penalty or by virtue of any Legal Requirement or otherwise. The provisions of this Section 10.14 are intended to be for the benefit of, and enforceable by the Related Parties of the Parties and each such Person shall be a third-party beneficiary of this Section 10.14. This Section 10.14 shall be binding on all successors and assigns of the Parties.

Section 10.15 Disclosure Letters and Exhibits. The Company Disclosure Letter and the SPAC Disclosure Letter shall each be arranged in separate parts corresponding to the numbered and lettered sections and subsections contained in this Agreement, and the information disclosed in any numbered or lettered part shall be deemed to relate to and to qualify only the particular representation or warranty set forth in the corresponding numbered or lettered Section or subsection of this Agreement, except to the extent that: (a) such information is cross-referenced in another part of the Company Disclosure Letter or the SPAC Disclosure Letter, as applicable; or (b) it is reasonably apparent on the face of the disclosure (without reference to any document referred to therein or any independent knowledge on the part of the reader regarding the matter disclosed) that such information qualifies another representation and warranty of the Company, on the one hand, or the SPAC Parties, on the other hand, as applicable, in this Agreement.  Certain information set forth in the Company Disclosure Letter and the SPAC Disclosure Letter is or may be included solely for informational purposes, is not an admission of liability with respect to the matters covered by the information, and may not be required to be disclosed pursuant to this Agreement. The specification of any dollar amount in the representations and warranties contained in this Agreement or the inclusion of any specific item in the Company Disclosure Letter or the SPAC Disclosure Letter is not intended to imply that such amounts (or higher or lower amounts) are or are not material, and no Party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in the Company Disclosure Letter or the SPAC Disclosure Letter in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described herein or included in the Company Disclosure Letter or the SPAC Disclosure Letter is or is not material for purposes of this Agreement.

Section 10.16 Conflicts and Privilege.

(a) Each of the Parties, on behalf of their respective successors and assigns (including after the Closing, TopCo), hereby agrees that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (x) the SPAC Sponsor, the pre-Merger shareholders or holders of other equity interests of SPAC, the shareholders or holders of other equity interests in SPAC Sponsor or any of their respective directors, members, partners, officers, employees or Affiliates, excluding TopCo and the Company (collectively, the “SPAC Group”), on the one hand, and (y) the Company or any member of the Company Group (as defined below), on the other hand, any legal counsel, including, Greenburg Traurig, LLP (“GT”) and Meitar, Law Offices (“Meitar”), that represented SPAC or the SPAC Sponsor prior to the Closing may represent the SPAC Sponsor or any other member of the SPAC Group, in such dispute even though the interests of such Persons may be directly adverse to the Company, the Company Group or any of its respective Subsidiaries, and even though such counsel may have represented SPAC in a matter substantially related to such dispute, or may be handling ongoing matters for the Company Group, any of its respective Subsidiaries or the SPAC Sponsor or any of its Affiliates. The Parties, on behalf of their respective successors and assigns (including, after the Closing, TopCo), further agree that, as to all communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to the Transaction Agreements or the Transactions) between or among SPAC, SPAC Sponsor or any member of the SPAC Group, on the one hand, and GT or Meitar (as applicable) on the other hand (the “SPAC Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the SPAC Group after the Closing, and shall not pass to or be claimed or controlled by the Company Group or any of their Subsidiaries or Affiliates. The Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person not in the SPAC Group may use or rely on any of the SPAC Privileged Communications, whether located in the records or email server of SPAC, any other SPAC Party, or their respective Subsidiaries, in any Legal Proceeding against or involving any of the Parties after the Closing, and the Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the SPAC Privileged Communications, by virtue of the Mergers.

(b) Each of the Parties, on behalf of their respective successors and assigns (including, after the Closing, TopCo), hereby agrees that, in the event a dispute with respect to this Agreement or the Transactions arises after the Closing between or among (x) the shareholders or holders of other equity interests of the Company or any member of the Company Group, or any of their respective directors, members, partners, officers, employees or Affiliates, excluding TopCo and the SPAC (collectively, the “Company Group”), on the one hand, and (y) any member of the SPAC Group, on the other hand, any legal counsel, including Schwell Wimpfheimer & Associates (“SWA”) and Herzog Fox & Neeman (“Herzog”), that represented the Company prior to the Closing may represent any member of the Company Group in such dispute even though the interests of such Persons may be directly adverse to the SPAC, SPAC Sponsor or any other member of the SPAC Group, and even though such counsel may have represented the Company or any of its respective Subsidiaries in a matter substantially related to such dispute, or may be handling ongoing matters for the Company or any of its Subsidiaries, the Company Group, or any member of the SPAC Group. The Parties, on behalf of their respective successors and assigns, further agree that, as to all communications prior to the Closing (made in connection with the negotiation, preparation, execution, delivery and performance under, or any dispute or Legal Proceeding arising out of or relating to, the Transaction Agreements or the Transactions) between or among the Company or any member of the Company Group, on the one hand, and SWA or Herzog (as applicable), on the other hand (collectively, the “Company Privileged Communications”), the attorney/client privilege and the expectation of client confidence shall survive the Mergers and belong to the Company Group after the Closing, and shall not pass to or be claimed or controlled by the SPAC Group or their respective Subsidiaries or Affiliates. The Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree that no Person not in the Company Group may use or rely on any of the Company Privileged Communications, whether located in the records or email server of the Company or its Subsidiaries, in any Legal Proceeding against or involving any of the Parties after the Closing, and the Parties, together with their respective Affiliates, Subsidiaries, successors or assigns, agree not to assert that any privilege has been waived as to the Company Privileged Communications, by virtue of the Mergers.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above.

[Signature Page to Amended & Restated Business Combination Agreement]

Exhibit 10.1

SILEXION THERAPEUTICS LTD. SHAREHOLDER VOTING AND SUPPORT AGREEMENT

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”).

Unless otherwise specified, all terms used in this Agreement that are not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below). If a term used in this Agreement is not defined herein or in the Business Combination Agreement, such term shall have its generally accepted meaning in the context in which it is used.

RECITALS

WHEREAS, concurrently herewith, TopCo, SPAC, 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”), and the Company are entering into an Amended and Restated Business Combination Agreement in substantially the form provided to the Shareholder and attached hereto as Exhibit A (as may be amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement” or “BCA”) and intend to effect mergers upon the terms and conditions set forth in the BCA whereby (i) Merger Sub 2 shall be merged with and into the SPAC with the SPAC as the surviving entity of such merger and consequently becoming a wholly-owned subsidiary of TopCo and (ii) Merger Sub 1 shall be merged with and into the Company with the Company as the surviving entity of such merger and consequently becoming a wholly-owned subsidiary of TopCo– all in accordance with the terms and conditions of the BCA (such merger of Merger Sub 1 and the Company, the “SPAC Transaction”) ;

WHEREAS, as of the date hereof, the Shareholder is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of and is entitled to dispose of and vote (including, without limitation, by proxy or power of attorney) Company Shares and such number of Company Warrants (if any) set forth on the signature pages hereto (collectively, the “Owned Shares”; the Owned Shares and any additional Company Shares (or any securities convertible into or exercisable or exchangeable for Company Shares) in which the Shareholder has or acquires record or beneficial ownership after the date hereof, including by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, the “Covered Shares”); and

WHEREAS, in anticipation of, and as a condition and inducement to the willingness of SPAC to enter into the Business Combination Agreement, TopCo, SPAC, the Company and the Shareholder are entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, TopCo, SPAC, the Company and the Shareholder hereby agree as follows:

1. Agreement to Vote. The Shareholder irrevocably and unconditionally agrees that, at any meeting of the shareholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting) including any class meetings, class votes or class consents, and in connection with any written consent of shareholders of the Company, the Shareholder shall: (a) if and when such meeting is held, appear at such meeting (in person or by proxy), and if a quorum is not present, to vote (in person or by proxy) in favor of adjournment of such meeting of the shareholders to a later date, as in accordance with the Company’s Articles of Association as in effect at such time; (b) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the Shareholder’s Covered Shares in favor of the resolutions in the form attached hereto as Exhibit B, and any other resolutions in favor of (i) the adoption of the Business Combination Agreement and the SPAC Transaction and (ii) any other matters necessary or reasonably requested by the Company for consummation of the SPAC Transaction and the other transactions contemplated by the Business Combination Agreement (including the SPAC Transaction); (c) vote, in person or by proxy, or validly execute and deliver any written consent with respect to all of the Shareholder’s Covered Shares against (A) any transaction, action or agreement of any kind (other than the SPAC Transaction) concerning the sale or transfer of (x) all or any material part of the business or assets of the Company or (y) any of the shares or other equity interests or profits of the Company, that would reasonably be expected to (i) frustrate the purposes of, impede, interfere with, delay, postpone or adversely affect the SPAC Transaction (including the consummation thereof), (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Business Combination Agreement, or cause any of the conditions to closing set forth in the Business Combination Agreement not to be fulfilled or satisfied, or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Shareholder contained in this Agreement and (B) any merger agreement or merger (other than the Business Combination Agreement and the SPAC Transaction), consolidation, combination, sale of all or substantially all assets, scheme of arrangement, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company.

2. Proxy.

(a) The Shareholder hereby irrevocably and unconditionally, to the fullest extent permitted by applicable Law, appoints the Chief Executive Officer of the Company, or any person designated by him, as the Shareholder’s attorney-in-fact and proxy, with full power of substitution, to vote, express consent or dissent and otherwise act (by written consent or otherwise) with respect to the Covered Shares, solely on the matters and in the manner specified in Section ‎ ‎1. THE PROXIES AND POWERS OF ATTORNEY GRANTED PURSUANT TO THIS SECTION ‎2 ARE IRREVOCABLE AND COUPLED WITH AN INTEREST. The Shareholder hereby affirms that the irrevocable proxy granted by the Shareholder pursuant to this Section 2 is granted in consideration of TopCo and SPAC considering entering into this Agreement and the Business Combination Agreement and that such irrevocable proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The proxies and powers of attorney shall not be terminated by any act of the Shareholder or by operation of law, by lack of appropriate power or authority, or by the occurrence of any other event or events and shall be binding upon all successors, assigns, heirs, beneficiaries and legal representatives of the Shareholder. The Shareholder hereby revokes all other proxies and powers of attorney on the matters specified in this Section ‎2 with respect to the Covered Shares that the Shareholder may have previously appointed or granted, and no subsequent proxy or power of attorney shall be given or written consent executed (and if given or executed, shall not be effective) by the Shareholder with respect to any Covered Shares. All authority herein conferred or agreed to be conferred shall survive the death, bankruptcy or incapacity of the Shareholder and any obligation of the Shareholder under this Agreement shall be binding upon the heirs, personal representatives, and successors of the Shareholder.

3. Termination. This Agreement shall terminate, and no party shall have any further obligations or liabilities under this Agreement, upon the earliest of (i) termination of the Business Combination Agreement in accordance with its terms, (ii) the consummation of the SPAC Transaction, or (iii) the time this Agreement is terminated upon the mutual written agreement of TopCo, SPAC, the Company and the Shareholder (the earliest such date under clause (i), (ii) or (iii) being referred to herein as the “Termination Date”); provided, that the provisions set forth in Sections ‎8 to ‎16 below shall survive the termination of this Agreement; provided further, that termination of this Agreement shall not relieve any party hereto from any liability for any Willful Breach of, or Fraud in connection with, this Agreement prior to such termination. For purposes of this Agreement, (x) “Willful Breach” means a material breach of this Agreement that is a consequence of an act or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) “Fraud” means an act or omission by a Party, and requires: (i) a false or incorrect representation or warranty expressly made by such Party in this Agreement, (ii) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (iii) an intention to deceive another Party, to induce it to enter into this Agreement, (iv) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, entering into this Agreement, and (v) another Party suffering damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.

4. Representations and Warranties of the Shareholder. The Shareholder hereby represents and warrants to the Company, TopCo, and SPAC as to itself, as of the date hereof and as of the closing of the Business Combination Agreement, that the Shareholder has full legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes a valid and binding obligation of the Shareholder, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and general principles of equity.

5. The Shareholder hereby agrees not to, directly or indirectly, prior to the Termination Date, except in connection with the consummation of the SPAC Transaction, (i) sell, transfer, encumber, assign or otherwise dispose of, either voluntarily or involuntarily (collectively, “Transfer”), or enter into any contract, option or other arrangement (including profit sharing arrangement) with respect to the Transfer of any of the Shareholder’s Covered Shares; (ii) grant any proxies or enter into any voting arrangement, whether by proxy, voting agreement, voting trust, voting deed or otherwise (including pursuant to any loan of any Covered Shares), or enter into any other agreement, with respect to any Covered Shares (in each case, other than the Proxy granted to the Company in accordance with this Agreement); (iii) publicly announce any intention to effect any transaction specified in clauses (i) or (ii); or (iv) take any action that would make any representation or warranty of the Shareholder contained herein untrue or incorrect or have the effect of preventing, disabling or delaying the Shareholder from performing its obligations under this Agreement. Notwithstanding clause (i), the Shareholder may Transfer any Covered Shares: (A) to (1) TopCo’s, the Company’s, SPAC’s or SPAC Sponsor’s officers or directors, (2) any Affiliates or family members of TopCo, the Company’s, SPAC’s or SPAC Sponsor’s officers or directors, or (3) any direct or indirect partners, members or equityholders of the Shareholder, any Affiliates of the Shareholder or any related investment funds or vehicles controlled or managed by any the Shareholder or their respective Affiliates (including, for the avoidance of doubt, where the Shareholder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership); (B) in the case of a Shareholder that is an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an Affiliate of such Person, or to a charitable organization; (C) in the case of a Shareholder that is an individual, by virtue of laws of descent and distribution upon death of the individual; (D) in the case of a Shareholder that is an individual, pursuant to a qualified domestic relations order, divorce settlement, divorce decree or separation agreement; (E) to a nominee or custodian of a Person to whom a Transfer would be permitted under clauses (A) through (D) above; (F) to TopCo, the Company, SPAC or SPAC Sponsor; (G) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of the Company or the vesting of Company share-based awards; (H) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase shares of the Company; (I) in connection with any Order; or (J) to the Company in connection with the repurchase of such Shareholder’s shares in connection with the termination of such Shareholder’s employment with the Company or any of its Subsidiaries pursuant to contractual agreements with the Company or any of its Subsidiaries; provided, however, that in the case of the foregoing clauses (A) through (E), the transferee must enter into a written agreement with TopCo, the Company and SPAC agreeing to be bound by this Agreement prior to the effectiveness of such Transfer.

6. Further Assurances, Instruments and Efforts. From time to time, at TopCo’s, SPAC’s or Company’s request and without further consideration, the Shareholder shall execute and deliver such additional documents, including without limitation a lock-up agreement in substantially the form that the Chief Executive Officer of the Company shall be requested to sign in connection with the Business Combination Agreement and, if applicable, the Amended Registration Rights Agreement, and take all such further action as may be reasonably necessary to effect the actions and consummate the transactions contemplated by this Agreement and by the Business Combination Agreement, and the Shareholder shall use its commercially reasonable efforts, and shall reasonably cooperate with TopCo, the Company and SPAC, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate the SPAC Transaction (including the delivery of any information required for all applicable notices and filings and for the receipt of all applicable consents of governmental authorities and third parties) and to comply as promptly as practicable with all requirements of governmental authorities applicable to the SPAC Transaction, including any regulatory application or filing required or advisable in connection with the SPAC Transaction (including filings with the SEC or Nasdaq). The Shareholder further agrees not to commence or participate in, and to take all actions necessary to opt out of any class action with respect to, any action or claim, derivative or otherwise, against TopCo, SPAC, the Company or any of their respective Affiliates, successors and assigns relating to the negotiation, execution or delivery of this Agreement, the Business Combination Agreement or the consummation of the transactions contemplated hereby and thereby. Notwithstanding the foregoing, the Shareholder shall not be required to provide any information that is, based on the advice of outside counsel, subject to legal privilege.

7. Waiver of Rights. By executing this Agreement, the Shareholder, as and to the extent applicable thereto, hereby irrevocably, absolutely and unconditionally waives any and all preemptive rights, anti-dilution rights, first refusal rights, over allotment rights, co-sale rights, veto rights and any other participation rights and all similar rights or other limitations that the Shareholder has or may have (whether derived from the Company's Articles of Association as in effect on the date hereof, any agreement, other arrangement or any applicable law, including without limitation, Section 290 of the Israeli Companies Law 1999 or otherwise), in connection with any and all investments made in the Company and/or any subsidiary thereof, whether by way of an equity investment, or by way of convertible debt, or in any other manner whatsoever, in furtherance of, or in connection with, or pursuant to the SPAC Transaction and/or the Business Combination Agreement.

8. Disclosure. The Shareholder hereby authorizes TopCo, the Company and SPAC to publish and disclose in any announcement or disclosure required by the SEC (or as otherwise required by any applicable securities laws or any other securities authorities), or include in any document or information required to be filed with or furnished to the SEC or Nasdaq, the Shareholder’s identity and ownership of the Covered Shares and the nature of the Shareholder’s obligations under this Agreement and, if deemed appropriate by TopCo, the Company or SPAC, a copy of this Agreement.

9. Confidentiality. The Shareholder (including its affiliates, directors, partners, officers, investors, employees and agents) agrees to retain in strict confidence the existence and terms of this Agreement, the negotiations between the Company and SPAC, any information related to the Business Combination Agreement and the SPAC Transaction and all nonpublic information related to TopCo, the SPAC and their identity, and further agrees that it will not disclose to any third party, or permit the use or disclosure to any third party of such information or any information obtained from or revealed hereunder.

10. Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by TopCo, SPAC, the Company and the Shareholder. Any party to this Agreement may, at any time prior to the Termination Date, waive any of the terms or conditions of this Agreement, or agree to an amendment or modification to this Agreement in the manner contemplated by this Section ‎10 or Section ‎11, as applicable.

11. Waiver. No failure or delay by any party hereto exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the parties hereto hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of a party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such party.

12. Notices. Any notice required or permitted by this instrument will be deemed sufficient when delivered personally or by overnight courier or sent by email (provided that no automatically generated notice of delivery failure is sent), or 48 hours after being deposited in the mail as certified or registered mail with postage prepaid, in either case, addressed to the relevant address listed on the signature page or, if to the Shareholder, to such address indicated on the Company’s records with respect to the Shareholder, or to such other address or addresses as the party may from time to time designate in writing via notice in accordance with this Section ‎12.

13. Governing Law and Jurisdiction. All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to its conflicts of law provisions. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the competent Court of Chancery in the State of Delaware (or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court.

14. Assignment; Successors. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section ‎‎14 shall be null and void, ab initio.

15. Enforcement. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Shareholder’s obligations to vote its Covered Shares as provided in this Agreement, without proof of damages, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at applicable Law or that an award of specific performance is not an appropriate remedy for any reason at applicable Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section ‎15 shall not be required to provide any bond or other security in connection with any such injunction.

16. Counterparts. This Agreement and any amendment hereto may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any amendment hereto by electronic means, including docusign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any amendment hereto.

17. Trust Account Waiver. The Shareholder agrees, acknowledges and represents that it understands that SPAC has established its trust account (the “Trust Account”) for the benefit of the public stockholders and that SPAC may disburse monies from the Trust Account only: (A) to the public stockholders in the event of the conversion of their shares upon consummation of a business combination or amendment to SPAC’s certificate of incorporation relating to pre-business combination activity, (B) to the public stockholders in connection with SPAC’s liquidation in the event SPAC is unable to consummate a business combination within the required time period or (C) to SPAC concurrently with, or after it consummates a business combination, and (ii) agrees that it does not have any right, title, interest or claim of any kind in or to any monies of the Trust Account (“Claim”) and waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with SPAC and will not seek recourse against the Trust Account for any reason whatsoever.

[The remainder of this page is intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized) as of the date first written above.

[Signature Page to Silexion Shareholder Voting and Support Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto duly authorized) as of the date first written above.

The Shareholder is the record and “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of and is entitled to dispose of and vote the following securities of the Company which represent the only shares, warrants, notes, evidence of indebtedness, convertible loan (and interest thereon) or instrument, or other rights or securities directly or indirectly convertible, exchangeable or exercisable into share capital of the Company, and any rights to acquire or receive any of the foregoing (including by virtue of any convertible loan previously converted (if any), any anti-dilution rights, rights of first refusal or first offer, preemptive rights or any other similar rights), to which the Shareholder is or may be entitled:

[Signature Page to Shareholder Voting and Support Agreement]

EXHIBIT A

Form of BCA

EXHIBIT B

[Resolutions to be copied from notice once final and agreed]

10

Exhibit 10.2

Exhibit B

SPONSOR SUPPORT AGREEMENT

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).

WHEREAS, on or prior to the date of the execution of this Agreement, Moringa, TopCo, Merger Sub 1, Merger Sub 2, and the Company have entered into that certain Amended and Restated Business Combination Agreement (as amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”);

WHEREAS, the Business Combination Agreement contemplates that, on the terms and subject to the conditions therein, (i) Moringa Acquisition Merger Sub Corp, a Cayman Islands exempted company that is a wholly-owned subsidiary of TopCo, will be merged with and into Moringa with Moringa as the surviving entity of such merger and consequently becoming a wholly-owned subsidiary of TopCo, and (ii) August M.S. Ltd., an Israeli company that is a wholly-owned subsidiary of TopCo, will be merged with and into the Company, with the Company as the surviving entity of such merger and consequently becoming a wholly-owned subsidiary of TopCo, all in accordance with the terms and conditions of the Business Combination Agreement (collectively, and together with the other transactions contemplated by the Business Combination Agreement and the Transaction Agreements, the “Transactions”);

WHEREAS, as of the date hereof, the Shareholder is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of (i) 3,227,856 SPAC Class A Shares, (ii) 176,428 Private Placement Warrants (the “Warrants”) to purchase an equivalent number of SPAC Class A Shares and (iii) and one SPAC Class B Share (collectively, the “Owned Securities”; the Owned Securities and any additional shares of the SPAC or TopCo (or securities convertible into or exercisable or exchangeable for shares of SPAC or TopCo) in which the Shareholder has or acquires record or beneficial ownership after the date hereof, including by purchase, as a result of a share dividend, share split, recapitalization, combination, reclassification, exchange or change of such shares, or upon exercise or conversion of any securities, the “Subject Securities”);

WHEREAS, in consideration for the benefits to be received by the Moringa Sponsor under the terms of the Business Combination Agreement and as a material inducement to the Company and Moringa agreeing to enter into and consummate the transactions contemplated by the Business Combination Agreement, the Moringa Sponsor agrees to enter into this Agreement and to be bound by the applicable agreements, covenants and obligations contained in this Agreement; and

WHEREAS, the Parties acknowledge and agree that the Company and Moringa would not have entered into and agreed to consummate the transactions contemplated by the Business Combination Agreement without the Moringa Sponsor entering into this Agreement and agreeing to be bound by the applicable agreements, covenants and obligations contained in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Agreement to Vote. The Moringa Sponsor hereby agrees as follows:

(a) In keeping with the Moringa Sponsor’s obligations under the letter agreement, dated February 16, 2021, to which it is party with Moringa and other insiders of Moringa (the “Sponsor Letter”), in respect of a Business Combination (in each case, as defined therein), including in respect of voting all Founder Shares and Private Placement Shares (in each case, as defined in the Sponsor Letter) and all other SPAC Class A Shares and SPAC Class B Shares held by it, including such shares that are issuable upon conversion of the Founder Shares and Private Placement Warrants (as such term is defined in the Sponsor Letter) beneficially owned by the Moringa Sponsor (the “Shares”), as applicable, in favor of such Business Combination, the Moringa Sponsor acknowledges that the Transactions constitute a Business Combination for purposes of the Sponsor Letter, and Moringa Sponsor will comply with its obligations under Section 1 of the Sponsor Letter. In furtherance of such obligations, and without limiting the prior sentence, Moringa Sponsor agrees that, prior to the Expiration Date (as defined below), at any meeting of Moringa’s shareholders or any adjournment or postponement thereof, or in connection with any written consent of Moringa’s shareholders, with respect to the Transactions, it shall:

(i) not form a group (as defined in Rule 13(d)(3) under the Exchange Act) to vote against any directors nominated by the Company;

(ii) vote (or cause to be voted) or deliver a written consent (or cause a written consent to be delivered), in its capacity as a shareholder, covering all of the Shares that the Shareholder shall be entitled to so vote and all Subject Securities: (A) in favor of adoption and approval of the Business Combination Agreement, the Transactions and any other proposals recommended by Moringa’s or TopCo’s board of directors in connection with the Transactions as to which shareholders of Moringa or TopCo are called upon to vote or consent to; (B) against any action or agreement that would reasonably be expected to result in a breach in any material respect of any covenant, representation or warranty or any other obligation or agreement of Moringa, the SPAC Parties, or their Affiliates under the Business Combination Agreement or that would reasonably be expected to result in any of the conditions to Moringa’s, any SPAC Party, or any of their Affiliates’ obligations under the Business Combination Agreement not being fulfilled; (C) against any agreement, transaction or other matter that is intended to, or would reasonably be expected to (i) impede, interfere with, delay, postpone, discourage or adversely affect the Transactions and the consummation thereof, (ii) result in a breach of any covenant, representation or warranty or other obligation or agreement of Moringa or any other SPAC Party under the Business Combination Agreement, or cause any of the conditions to Closing set forth in the Business Combination Agreement not to be fulfilled or satisfied, or (iii) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Moringa Sponsor contained in this Agreement; and (D) in favor of the directors nominated or designated in accordance with Section 6.19 of the Business Combination Agreement;

(iii) attend such meeting or otherwise cause all Shares and other Subject Securities to be counted as present thereat for purposes of calculating a quorum, and if a quorum is not present, vote (in person or by proxy) in favor of adjournment of such meeting to a later date, as in accordance with Moringa’s and TopCo’s Governing Documents, as applicable, as in effect at such time; and (iv) waive any applicable adjustment to the conversion ratio set forth in the articles of association of Moringa or any other applicable anti-dilution or similar protections with respect to the SPAC Class A Shares and SPAC Class B Share held by it immediately prior to Closing.

The Shareholder shall not take or commit or agree to take any action inconsistent with the foregoing.

(b) The Moringa Sponsor hereby further waives any redemption rights with respect to its Shares and other Subject Securities it may have in connection with the consummation of the transactions to be consummated by the Business Combination Agreement, including, without limitation, any such rights available in the context of a shareholder vote to approve the Business Combination Agreement.

2. Other Covenants and Agreements.

(a) If applicable, prior to the Closing, Moringa Sponsor hereby agrees to execute and deliver, as promptly as practicable, all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be necessary or reasonably advisable, in each case, as mutually reasonably determined and agreed to by Moringa and the Company (such determination and agreement not to be unreasonably withheld, conditioned or delayed by either Moringa or the Company), in connection with, or otherwise in furtherance of, the transactions and the other covenants and agreements contemplated by the Business Combination Agreement or this Agreement (provided, however, that in no event shall the Shareholder be obligated to take, approve or consent to any action that would result in any breach by Moringa Sponsor of the Business Combination Agreement, this Agreement or any other Transaction Agreement to which it is or will be a party). If applicable, from and after the Closing, the Moringa Sponsor and the Company each hereby agrees to as promptly as practicable execute and deliver all additional agreements, documents or instruments, take, or cause to be taken, all actions and provide, or cause to be provided, all additional information or other materials as may be reasonably necessary to effectuate the purpose of the covenants and agreements of this Agreement that survive the Closing. Notwithstanding the foregoing, neither the Shareholder nor the Company shall be required to provide any information that is, based on the advice of outside counsel, subject to legal privilege.

(b) The Shareholder will comply with, and fully perform all of its obligations, covenants and agreements set forth in the Sponsor Letter, including the obligations of the Shareholder not to transfer any Subject Securities (except as permitted therein) and not to redeem any SPAC shares owned by the Shareholder in connection with the transactions contemplated by the Business Combination Agreement or participate in any redemption of any of such SPAC shares by tendering or submitting any of such SPAC shares for redemption in connection with the Transactions. Neither the Shareholder nor the SPAC shall amend, terminate or otherwise modify the Sponsor Letter without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

(c) The Shareholder acknowledges and agrees that Moringa and the Company are entering into the Business Combination Agreement in reliance upon the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the applicable agreements, covenants and obligations contained in this Agreement and, but for the Shareholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the applicable agreements, covenants and obligations contained in this Agreement, Moringa and the Company would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.

(d) Within 30 days following the execution of the Business Combination Agreement, SPAC Sponsor shall invest $350,000 in TopCo in respect of the SPAC Sponsor Investment and shall be issued by TopCo in respect thereof 1,343,000 new TopCo Shares. If SPAC Sponsor invests an additional amount of up to $150,000 in TopCo prior to the Closing (for an aggregate SPAC Sponsor Investment amount of up to $500,000), SPAC Sponsor shall be issued by TopCo in respect thereof additional TopCo Shares at a price of $10.00 per share. To the extent the amount of the SPAC Sponsor Investment, including amounts funded by the SPAC Sponsor immediately prior to the Closing, is less than $500,000, then the SPAC Sponsor shall surrender to TopCo for retirement (i) eight thousand (8,000) TopCo Shares, and (ii) for every $1,000 deficiency from that $500,000 amount, up to a maximum allowable deficiency of $150,000, an additional three hundred thirty-three and one-third (333⅓) TopCo Shares (rounded to the nearest whole share), thereby yielding a maximum possible forfeiture by SPAC Sponsor of 58,000 TopCo Shares. As provided in the Amended Registration Rights and Lock-Up Agreement, all TopCo Shares issued to the Sponsor in respect of the SPAC Sponsor Investment and that remain outstanding following the Closing shall be subject to a six (6)-month lock-up period (echoing the lock-up set forth in the Sponsor Letter), subject to the potential earlier release of up to fifty percent (50%) of those TopCo Shares from that lock-up based on the market price of the TopCo Shares closing above $12.00 for any 20 trading days within any 30-trading day period.

(e) Effective as of immediately prior to the Closing, SPAC Sponsor shall surrender to the SPAC for retirement all 2,875,000 SPAC Founders Shares, (which includes the one (1) SPAC Class B Share that was to convert automatically into a SPAC Class A Share immediately prior to the Closing under the Governing Documents of SPAC) (the “Sponsor Share Surrender”). Prior to the Closing, however, the SPAC Sponsor may transfer up to 1,567,000 of the 2,875,000 SPAC Founders Shares held by SPAC Sponsor and destined for surrender, for reduction of transaction related fees, or to non-Affiliate third-party investors that provide backstop financing, that enter into non-redemption agreements with SPAC, or that provide other financial support in connection with the Transactions, as determined by SPAC in consultation with the Company (the “Backstop Shares”). Any of the 1,567,000 Backstop Shares not utilized as envisaged above will be forfeited by the SPAC Sponsor effective immediately prior the Closing and cancelled. SPAC hereby waives any restriction on the transfer of the Backstop Shares to, and any post-Closing lock-up restrictions on the transfer of the Backstop Shares by, any such third-party transferees under the Sponsor Letter.

3. Shareholder Representations and Warranties. The Shareholder represents and warrants, as of the date hereof, to TopCo, the Company and Moringa as follows:

(a) The Shareholder is a corporation, company, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the laws of its jurisdiction of formation, incorporated or organization (as applicable).

(b) The Shareholder has the requisite corporate, limited liability company or other similar power and authority to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Business Combination Agreement), and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement has been duly authorized by all necessary corporate or other action on the part of the Shareholder. This Agreement has been duly and validly executed and delivered by the Shareholder and constitutes a valid, legal and binding agreement of the Shareholder (assuming that this Agreement is duly authorized, executed and delivered by the other parties hereto), enforceable against the Shareholder in accordance with its terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity).

(c) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of the Shareholder with respect to the Shareholder’s execution, delivery or performance of its covenants, agreements or obligations under this Agreement (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement) or the consummation of the transactions contemplated hereby, except for (i) any filings with the SEC related to its ownership of equity securities of Moringa or TopCo or the transactions contemplated by the Business Combination Agreement, this Agreement or any other Transaction Agreements to which it is a party, which the Shareholder shall make in accordance with all applicable law, or (ii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.

(d) None of the execution or delivery of this Agreement by the Shareholder, the performance by the Shareholder of any of its covenants, agreements or obligations under this Agreement or the consummation of the Transactions will, directly or indirectly (with or without due notice or lapse of time or both) (i)  result in any breach of any provision of the Shareholder’s Governing Documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any contract to which the Shareholder is a party, (iii) violate, or constitute a breach under, any order or applicable law to which the Shareholder or any of its properties or assets are bound or (iv) other than the restrictions contemplated by this Agreement, the Business Combination Agreement or any other Transaction Agreement to which the Shareholder is or will be a party, result in the creation of any lien upon the Subject Securities (other than as expressly provided under this Agreement), except, in the case of any of clauses (ii) and (iii) above, as would not reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.

(e) The Shareholder is, as of the date hereof, the record and beneficial owner of the Owned Securities, and there exist no Liens or any other limitation or restriction (including with respect to the right to vote, sell or otherwise dispose of such securities (other than transfer restrictions pursuant to applicable law)) affecting any such securities, other than Liens pursuant to (i) this Agreement, (ii) the SPAC’s Governing Documents, (iii) the Sponsor Letter or (iv) any applicable securities laws. The Shareholder has the sole right to vote (and provide consent in respect of, as applicable) the Owned Securities as of the date hereof. Except for this Agreement, the Business Combination Agreement, the other Transaction Agreements to which it is or will be a party, and the Governing Documents of Moringa and TopCo, the Shareholder is not party to or bound by (i) any option, warrant, purchase right or other Contract that would reasonably be expected (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) to require the Shareholder to transfer any of the Subject Securities or (ii) any voting trust, proxy or other contract with respect to the voting or transfer of any of the Subject Securities, in the case of either clause (i) or (ii), that would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect.

(f) There is no Legal Proceeding pending or, to the Shareholder’s knowledge, threatened against or involving the Shareholder or any of its Affiliates that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Shareholder to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Agreement in any material respect.

(g) Except as described (if at all) in the SPAC Disclosure Letter, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the Transactions based upon arrangements made by the Shareholder, for which SPAC or any of its Affiliates may become liable.

(h) The Shareholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, the Company and the Transactions as it and its Representatives have deemed necessary to enable it to make an informed decision with respect to the execution, delivery and performance of this Agreement and the Transactions.

(i) In entering into this Agreement, the Shareholder has relied solely on its own investigation and analysis and the representations and warranties expressly set forth herein and no other representations or warranties of TopCo, Moringa, the Company or any other Person, either express or implied, and the Shareholder, on its own behalf and on behalf of its Representatives, acknowledges, represents, warrants and agrees that, except for the representations and warranties expressly set forth in this Agreement, none of TopCo, Moringa, the Company or any other Person makes or has made any representation or warranty, either express or implied, to the Shareholder in connection with or related to this Agreement, the Business Combination Agreement or the other Transaction Agreements or the Transactions contemplated hereby or thereby.

4. Company and Moringa Acknowledgement. In entering into this Agreement, the Business Combination Agreement and the other Transaction Agreements to which it is or will be a party, none of TopCo, the Company or Moringa has relied on any representations or warranties of the Shareholder, either express or implied, except for the representations and warranties of the Shareholder expressly set forth in this Agreement or in such other Transaction Agreements to which the Shareholder is or will be a party and to which TopCo, Moringa or the Company, as applicable, is or will be a party.

5. Transfer of Subject Securities. From and after the date hereof and until the earlier of (a) the termination of this Agreement in accordance with its terms and (b) the Closing, the Shareholder agrees not to (i) Transfer (as defined in the Sponsor Letter) any of the Subject Securities, (ii) enter into (A) any option, warrant, purchase right, or other Contract that would reasonably be expected (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver of any conditions precedent)) to require the Shareholder to Transfer the Subject Securities (with respect to Backstop Shares (in accordance with Section ‎2(e)) or (B) any voting trust, proxy or other Contract with respect to the voting or Transfer of the Subject Securities (other than with respect to Backstop Shares (in accordance with Section ‎2(e)), or (iii) take any actions in furtherance of any of the matters described in the foregoing clauses (i) or (ii); provided, that, notwithstanding any other provision of this Agreement to the contrary, the Shareholder shall be permitted to make Transfers of Subject Securities to its Affiliates and limited partners, or its or their Affiliates, members or limited partners, as well as to intended recipients of Backstop Shares (in accordance with Section ‎2(e)) so long as (x) prior to any such Transfer, the Shareholder shall deliver a written notice of such Transfer to the Company (and, where the Subject Securities are securities of TopCo, to TopCo) and, (y) as a condition to any such Transfer (other than a Transfer of Backstop Shares made no more than one trading day prior to the Closing), such permitted transferee shall execute a joinder and acknowledgement reasonably satisfactory to the Company (and, where the Subject Securities are securities of TopCo, to TopCo) agreeing to be bound by and made a party to this Agreement; provided, further, that, any such Transfer shall not relieve, discharge or otherwise modify the obligations of the Shareholder under this Agreement (other than the restriction on Transfer).

6. Termination. This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio, upon the termination of the Business Combination Agreement in accordance with its terms (such date, the “Expiration Date”). Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have any further obligations or liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, (a) the termination of this Agreement shall not affect any liability on the part of any Party for a Willful Breach (as defined below) of any covenant or agreement set forth in this Agreement prior to such termination or Fraud (as defined below), (b) Section 3, this Section 6 and the representations and warranties set forth in Sections 3(g) and (h) shall each survive any termination of this Agreement, and (c) Sections 8 through 14 shall survive any termination of this Agreement. For purposes of this Agreement, (x) “Willful Breach” means a material breach of this Agreement that is a consequence of an act or a failure to act by the breaching Party with the knowledge that the taking of such act or such failure to act would, or would reasonably be expected to, constitute or result in a breach of this Agreement and (y) “Fraud” means an act or omission by a Party, and requires: (i) a false or incorrect representation or warranty expressly made by such Party in this Agreement, (ii) with actual knowledge (as opposed to constructive, imputed or implied knowledge) by the Party making such representation or warranty that such representation or warranty expressly set forth in this Agreement is false or incorrect, (iii) an intention to deceive another Party, to induce it to enter into this Agreement, (iv) another Party, in justifiable or reasonable reliance upon such false or incorrect representation or warranty expressly set forth in this Agreement, entering into this Agreement, and (v) another Party suffering damage by reason of such reliance. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud or alleged fraud) based on negligence or recklessness.

7. No Other Capacity. Notwithstanding anything in this Agreement to the contrary, (a) the Shareholder does not make any agreement or understanding herein in any capacity other than in the Shareholder’s capacity as a record holder and beneficial owner of the Subject Securities; and (b) nothing herein will be construed to limit or affect any action or inaction by (i) Moringa Sponsor or (ii) any representative of the Moringa Sponsor serving as a member of the board of directors of Moringa or TopCo or as an officer, employee or fiduciary of Moringa or TopCo, in each case, acting in such person’s capacity as a director, officer, employee or fiduciary of Moringa or TopCo (which such actions shall be governed by the Business Combination Agreement or such other Transaction Agreements applicable to action or inaction taken in such capacity).

8. Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) by delivery in person, by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the email was sent to the intended recipient thereof without an “error” or similar message that such email was not received by such intended recipient)), or by registered or certified mail (postage prepaid, return receipt requested) (upon receipt thereof) to the other Parties as follows:

(i) If to TopCo at or following the Closing, to:

TopCo

c/o Silexion Therapeutics Ltd.

2 Ha’mayan St.

Modiin, Israel

Attention: Ilan Hadar, CEO

Email: ihadar@silexion.com

Telephone No.: +972-8-628-6005

with a copy (which shall not constitute notice) to:

Herzog, Fox & Ne’eman
Herzog Tower
6 Yitzhak Sadeh St.
Tel-Aviv, Israel 6777506
Attention: Ory Nacht, Adv.
Email: nachto@herzoglaw.co.il

(ii) If to Moringa or to TopCo prior to the Closing, to:

Moringa Acquisition Corp

250 Park Avenue, 7th Floor

New York, NY, 10017

Attention: Ilan Levin, CEO

Telephone No.: +972-54-4510573

Email: ilan@moringaac.com

with a copy (which shall not constitute notice) to:

Meitar Law Offices

16 Abba Hillel Rd.

Ramat Gan 5250608, Israel

Attn.: David Chertok

Email: dchertok@meitar.com

and

Greenberg Traurig, LLP

One Vanderbilt Ave.

New York, NY 10017

Attn: Mark Selinger

Email: mselinger@gtlaw.com

(iii) If to the Company, to:

Silexion Therapeutics Ltd.

2 Ha’mayan St.

Modiin, Israel

Attention: Ilan Hadar, CEO

Email: ihadar@silexion.com

Telephone No.: +972-8-628-6005

with a copy (which shall not constitute notice) to:

Herzog, Fox & Ne’eman
Herzog Tower
6 Yitzhak Sadeh St.
Tel-Aviv, Israel 6777506
Attention: Ory Nacht, Adv.
Email: nachto@herzoglaw.co.il

(iv) if to Moringa Sponsor, to:

Moringa Sponsor, L.P.

250 Park Avenue, 7th Floor

New York, NY, 10017

Attention: Ilan Levin, CEO

Telephone No.: +972-54-4510573

Email: ilan@moringaac.com

with a copy (which shall not constitute notice) to:

Meitar Law Offices

16 Abba Hillel Rd.

Ramat Gan 5250608, Israel

Attn.: David Chertok

Email: dchertok@meitar.com

or to such other address as the party to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

9. Entire Agreement. This Agreement, the Business Combination Agreement and documents referred to herein and therein (including the Transaction Agreements) constitute the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter of this Agreement, except as otherwise expressly provided in this Agreement.

10. Amendments and Waivers; Assignment. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed by the Shareholder, the Company and Moringa. Notwithstanding the foregoing, no failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assignable by the Shareholder or the Company without Moringa’s prior written consent (to be withheld or given in its sole discretion) or by Moringa or the Shareholder without the Company’s prior written consent (to be withheld or given in its sole discretion). Any attempted assignment of this Agreement not in accordance with the terms of this Section 10 shall be null and void ab initio.

11. Fees and Expenses. Except, in the case of TopCo, Moringa and the Company, as otherwise expressly set forth in the Business Combination Agreement, and without limitation to Section 3, all fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses; provided, that, any such reasonable and documented fees and expenses incurred by the Shareholder in connection with this Agreement and the transactions contemplated hereby on or prior to the Closing shall be deemed to be fees and expenses of Moringa or the Moringa Sponsor, as applicable.

12. No Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason this Agreement. Nothing in this Agreement, expressed or implied, is intended to, or shall be deemed to, create a joint venture.

13. No Recourse. Except for claims pursuant to the Business Combination Agreement or any Transaction Agreement by any party(ies) thereto against any other party(ies) on the terms and subject to the conditions therein, each Party agrees that (a) this Agreement may only be enforced against, and any action for breach of this Agreement may only be made against, the Parties, and no claims of any nature whatsoever arising under or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby shall be asserted against any Person that is not a Party, and (b) without limiting the generality of the foregoing, no Person that is not a Party shall have any liability arising out of or relating to this Agreement, the negotiation hereof or its subject matter, or the transactions contemplated hereby, including with respect to any claim (whether in tort, contract or otherwise) for breach of this Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith, except as expressly provided herein.

14. Non-Survival. The representations, warranties, agreements and covenants in this Agreement shall terminate at the Closing, except for those covenants and agreements in this Agreement that, by their terms, expressly contemplate performance or survival after the Closing (including, without limitation, Sections 1(b), 2, 3, and 8 through and including 14) which covenants and agreements shall so survive the Closing in accordance with their terms.

15. Governing Law and Jurisdiction. All rights and obligations hereunder will be governed by the laws of the State of Delaware, without regard to its conflicts of law provisions. Any dispute arising under or in relation to this Agreement shall be resolved exclusively in the competent Court of Chancery in the State of Delaware (or, to the extent that the such Court does not have subject matter jurisdiction, the Superior Court of the State of Delaware or, if it has or can acquire jurisdiction, in the United States District Court for the District of Delaware), and each of the parties hereby irrevocably submits to the exclusive jurisdiction of such court.

16. Enforcement. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties do not perform their obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) the parties shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, including the Shareholder’s obligations to vote its Shares as provided in this Agreement, without proof of damages, prior to the valid termination of this Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief on the basis that the other parties have an adequate remedy at applicable Law or that an award of specific performance is not an appropriate remedy for any reason at applicable Law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section ‎16 shall not be required to provide any bond or other security in connection with any such injunction.

17. Counterparts. This Agreement and any amendment hereto may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any amendment hereto by electronic means, including docusign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement or any amendment hereto.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement as of the date first above written.

[SIGNATURE PAGE TO SPONSOR SUPPORT AGREEMENT]

Exhibit 10.3

AMENDED AND RESTATED REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

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 shareholders of the Company upon the Closing of the Business Combination (the “New Shareholders”, and together with the Sponsor, the Representative, [the Backstop Holders,] 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”).

RECITALS

WHEREAS, Moringa, the Sponsor and the Representative are parties to that certain Registration Rights Agreement dated as of February 19, 2021 (the “Prior Moringa Agreement”);

WHEREAS, pursuant to the closing of the transactions (collectively, the “Closing”) under that certain Amended and Restated Business Combination Agreement, dated as of April 3, 2024, by and among TopCo, Moringa, August M.S. Ltd., an Israeli company and a wholly-owned subsidiary of TopCo (“Merger Sub 1”), Moringa Acquisition Merger Sub Corp, an exempted company incorporated under Laws of the Cayman Islands and a wholly-owned subsidiary of TopCo (“Merger Sub 2”), and Silexion (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”), (i) Merger Sub 2 shall be merged with and into Moringa (the “SPAC Merger”), with Moringa surviving the SPAC Merger and consequently becoming a wholly-owned subsidiary of TopCo, and (ii) following the SPAC Merger, Merger Sub 1 shall be merged with and into Silexion (the “Acquisition Merger” and, together with the SPAC Merger, the “Mergers” and each individually, the “Merger”), with Silexion as the surviving entity of such Acquisition Merger and consequently becoming a wholly-owned subsidiary of TopCo;

WHEREAS, each Moringa Class A Ordinary Share and Moringa Class B Ordinary Share (each, as defined below), and each ordinary share of Silexion and each preferred share of Silexion, outstanding as of the time of the Closing will automatically convert into the right to receive a certain number of ordinary shares, par value $0.0001 per share, of the Company (“Ordinary Shares”) at set ratios for the former shareholders of Moringa and Silexion, respectively, on the terms and conditions provided in the Business Combination Agreement, and the Sponsor, the Representative and the New Shareholders will hold Ordinary Shares as a result of that conversion;

WHEREAS, pursuant to Section 5.5 of the Prior Moringa Agreement, the Prior Moringa Agreement can be amended with the written consent of Moringa and the holders of at least a majority in interest of the Registrable Securities (as defined under the Prior Moringa Agreement) at the time in question, and the Sponsor holds such majority of the Registrable Securities currently outstanding and can therefore consent to such amendment, including the assignment of Moringa’s obligations under the Prior Moringa Agreement to the Company pursuant hereto (notwithstanding the restriction on such assignment in Section 5.2 of the Prior Moringa Agreement), as reflected in the terms of this Agreement, and all holders of Registrable Securities under the Prior Moringa Agreement will be bound by this Agreement;

WHEREAS, prior to Moringa’s initial public offering (the “IPO”), the Sponsor was issued, in a private placement, an aggregate of 2,875,000 Class B ordinary shares, par value $0.0001 per share, of Moringa (“Moringa Class B Ordinary Shares”), of which 2,874,999 were previously converted, on a one-for-one basis, into Moringa’s Class A ordinary shares, par value $0.0001 per share, of the Company (“Moringa Class A Ordinary Shares”), and of which [●] shares (“Moringa Founders Shares”) will be surrendered by the Sponsor to Moringa, for cancellation, pursuant to the Business Combination Agreement, [except for [●] Moringa Founders Shares, which, in lieu of surrender, were or will be, prior to the SPAC Merger, instead transferred by Sponsor to the Backstop Holders pursuant to “backstop” arrangements in accordance with the terms of the Business Combination Agreement, which [●] transferred Moringa Founder Shares will be converted upon the SPAC Merger into [●] Ordinary Shares of the Company (such [●] Ordinary Shares of the Company issuable upon conversion of such transferred Moringa Founders Shares that remain outstanding upon the Closing, the “Founders Shares”)]; [WHEREAS, the Founders Shares are subject to a certain lock-up period following the closing of the Business Combination (the “Closing”) under the terms of that certain letter agreement, dated as of February 16, 2021, by and among Moringa, the Sponsor, and the directors and officers of Moringa as of the time of the IPO (the “Insider Letter”), and the Business Combination Agreement requires that Moringa, TopCo and the Sponsor eliminate such lock-up as described in this Agreement, such that the Founders Shares will not be subject to any lock-up period following the Closing, which amounts to an effective amendment to the Insider Letter, which is being consented to by Moringa and the Sponsor via their entry into this Agreement, in accordance with Section 11 of the Insider Letter;]

WHEREAS, prior to the IPO, the Representative was issued in a private placement and pursuant to certain transfers, 100,000 Moringa Class A Ordinary Shares, which will be converted into Ordinary Shares on a one-for-one basis upon the Closing (such Ordinary Shares received upon such conversion, the “Representative Shares”);

WHEREAS, concurrently with the IPO, Moringa entered into that certain Private Units Purchase Agreement, dated as of February 19, 2021, with the Sponsor (the “Sponsor Private Units Purchase Agreement”), pursuant to which the Sponsor purchased, simultaneously with the closing of the IPO, an aggregate of 352,857 units (each, a “Moringa Unit”) at a purchase price of $10.00 per Moringa Unit, with each Moringa Unit comprised of one Moringa Class A Ordinary Share and one-half of one redeemable warrant, with each such whole warrant entitling the holder thereof to purchase one Moringa Class A Ordinary Share at a price of $11.50, and all of such Moringa Units will be separated immediately prior to the SPAC Merger into component Moringa Class A Ordinary Shares and Moringa warrants, each of which, upon the SPAC Merger, will be deemed transferred to TopCo and automatically deemed for all purposes to represent only the right to receive one Ordinary Share and a warrant to purchase Ordinary Shares, all on the terms set forth in the Business Combination Agreement (such Ordinary Shares and warrants issued to the Sponsor, each a “Sponsor Private Placement Share” and “Sponsor Private Placement Warrant”, respectively);

WHEREAS, simultaneously with its entry into the Sponsor Private Units Purchase Agreement and in connection with the IPO, Moringa entered into that certain Private Units Purchase Agreement, dated as of February 19, 2021, with the Representative (the “Representative Private Units Purchase Agreement”), pursuant to which the Representative purchased, simultaneously with the closing of the IPO, an aggregate of 27,143 Moringa Units at a purchase price of $10.00 per Moringa Unit, with each such Moringa Unit comprised of one Moringa Class A Ordinary Share and one-half of one redeemable warrant, with each such whole warrant entitling the holder thereof to purchase one Moringa Class A Ordinary Share at a price of $11.50, and all of such Moringa Units will be separated immediately prior to the SPAC Merger into component Moringa Class A Ordinary Shares and Moringa warrants, each of which, upon the SPAC Merger, will be deemed transferred to TopCo and automatically deemed for all purposes to represent only the right to receive one Ordinary Share and a warrant to purchase Ordinary Shares, all on the terms set forth in the Business Combination Agreement (such Ordinary Shares and warrants issued to the Representative, each a “Representative Private Placement Share” and “Representative Private Placement Warrant”, respectively, and together with the Sponsor Private Placement Shares and Sponsor Private Placement Warrants, the “Private Placement Shares” and “Private Placement Warrants” respectively, collectively);

WHEREAS, the Sponsor and Representative possessed certain registration rights with respect to the Moringa Class A Ordinary Shares and Moringa warrants purchased under the Sponsor Private Units Purchase Agreement and Representative Private Units Purchase Agreement, respectively, under the Prior Moringa Agreement, which rights are being affirmed in this Agreement with respect to the Private Placement Shares and Private Placement Warrants that will be issued to them pursuant to the Business Combination Agreement;

WHEREAS, the Sponsor loaned to Moringa funds as working capital and for contributions to Moringa’s trust account prior to the Closing, for which the obligation to repay those loan amounts is being assigned by Moringa to TopCo in connection with the Closing of the Business Combination, and which loan amounts may therefore potentially be (i) converted into Ordinary Shares by the Sponsor, or (ii) repaid by the Company via the issuance of Ordinary Shares to the Sponsor (any such Ordinary Shares issuable to the Sponsor pursuant to conversion or repayment, “Note Shares”), under the terms of an Amended and Restated Promissory Note, dated as of the date of the Closing, being issued by the Company to the Sponsor (the “Sponsor Promissory Note”), and the Sponsor Promissory Note provides that the Sponsor shall have registration rights under this Agreement with respect to the Note Shares issuable to the Sponsor;

WHEREAS, following the incorporation of TopCo, the Sponsor invested $350,000 in TopCo, and in respect of such investment, TopCo issued to Sponsor 1,343,000 Ordinary Shares, [and immediately prior to the Closing, Sponsor invested [●] in TopCo (for an aggregate investment amount of [●]), pursuant to which Sponsor was issued an additional [●] Ordinary Shares at a price of $10.00 per share] [and forfeited, at the Closing, a portion of the initial Ordinary Shares received in respect of such $350,000 investment] (the Ordinary Shares held by the Sponsor as of the Closing in respect of such investments in TopCo, the “Sponsor Investment Shares”); WHEREAS, the Company and the Holders desire to enter into, and/or will be bound by, this Agreement, pursuant to which Moringa’s obligations under the Prior Moringa Agreement are being assigned by Moringa and assumed by the Company, and the Holders’ rights under the Prior Moringa Agreement are being amended and restated, and superseded, in their entirety, by the rights set forth in this Agreement, as pertaining to the securities of the Company held by them, as set forth in this Agreement.

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE IDEFINITIONS

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or any principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble to this Agreement.

[“Backstop Holders” shall have the meaning given in the Preamble to this Agreement.]

“Board” shall mean the Board of Directors of the Company.

“Business Combination” shall have the meaning given in the Recitals hereto.

“Business Combination Agreement” shall have the meaning given in the Recitals hereto.

“Closing” shall have the meaning given in the Recitals hereto.

“Commission” shall mean the Securities and Exchange Commission.

“Company” shall have the meaning given in the Preamble to this Agreement.

“Demand Registration” shall have the meaning given in subsection ‎2.1.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1” shall have the meaning given in subsection ‎2.1.1.

“Form S-3” shall have the meaning given in subsection ‎2.3.

“Founders Shares” shall have the meaning given in the Recitals hereto.

“Holders” shall have the meaning given in the Preamble.

“Insider Letter” shall have the meaning given in the Recitals hereto.

“Maximum Number of Securities” shall have the meaning given in subsection ‎2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Moringa” shall have the meaning given in the Preamble to this Agreement.

“Moringa Units” shall have the meaning given in the Recitals hereto.

“New Shareholders” shall have the meaning given in the Preamble to this Agreement.

“New Shareholders Lock-up Period” shall mean, (A) with respect to 50% of the Ordinary Shares received by a New Shareholder upon the Closing, the period ending on the earlier of (i) six (6) months after the completion of the Business Combination, and (ii) the date on which the Company will consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (B) with respect to the other 50% of the Ordinary Shares received by a New Shareholder upon the Closing, the period ending on the earliest of (x) six (6) months after the date of the consummation of the Business Combination, (y) the date on which the Company consummates a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property, or (z) the date on which the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period;

“Note Shares” shall have the meaning given in the Recitals hereto.

“Ordinary Shares” shall have the meaning given in the Recitals hereto.

“Permitted Transferees” shall mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of, (i) in the case of the Sponsor, the Sponsor Investment Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, hereunder, (ii) in the case of the Representative, the Representative Shares Lock-up Period or Private Placement Lock-up Period, as the case may be, (iii) in the case of a New Shareholder, the New Shareholders Lock-up Period, and (iv) in the case of any Permitted Transferee receiving Registrable Securities, prior to the expiration of the applicable lock-up period under the relevant joinder agreement between such Holder and the Company, based on the same definition of “Permitted Transferee” as applied to the Holder that transferred the Registrable Securities to him, her or it.

“Private Placement Shares” shall have the meaning given in the Recitals hereto.

“Piggyback Registration” shall have the meaning given in subsection ‎2.2.1.

“Prior Moringa Agreement” shall have the meaning given in the Recitals hereto.

“Private Placement Lock-up Period” shall mean, with respect to Private Placement Shares and the Private Placement Warrants that are held by the initial holders thereof or their Permitted Transferees, and any of the Ordinary Shares issued or issuable upon the exercise of the Private Placement Warrants by the holders thereof or their Permitted Transferees, the period ending 30 days after the completion of the Business Combination.

“Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the Founders Shares (if any), (b) the Private Placement Shares, (c) the Private Placement Warrants (including any Ordinary Shares issued or issuable upon the exercise of any such Private Placement Warrants), (d) the Representative Shares, (e) any outstanding Ordinary Shares or any other equity security (including the Ordinary Shares issued or issuable upon the exercise of any other equity security) of the Company held by a Holder as of the Closing, (f) the Note Shares, (g) the Ordinary Shares issued to the New Shareholders pursuant to the Business Combination, (h) the Sponsor Investment Shares, and (i) any other equity security of the Company issued or issuable with respect to any such Ordinary Share by way of a share capitalization or share subdivision or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Ordinary Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities to be registered for offer and sale in the applicable Registration.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection ‎2.1.1.

“Representative” shall have the meaning given in the Recitals hereto.

“Representative Private Placement Shares” shall have the meaning given in the Recitals hereto.

“Representative Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Representative Shares” shall have the meaning given in the Recitals hereto.

“Representative Shares Lock-up Period” shall mean, with respect to the Representative Shares, the period ending three months after the completion of the Business Combination.

“Representative Private Units Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Silexion” shall have the meaning given in the Preamble to this Agreement.

“Sponsor” shall have the meaning given in the Recitals hereto.

“Sponsor Investment Shares” shall have the meaning given in the Recitals hereto.

“Sponsor Investment Shares Lock-up Period” shall mean, (A) with respect to 50% of the Sponsor Investment Shares, the period ending on the earlier of (i) six (6) months after the completion of the Business Combination, and (ii) the date on which the Company will consummate a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, and (B) with respect to the other 50% of the Sponsor Investment Shares, the period ending on the earliest of (x) six (6) months after the date of the consummation of the Business Combination, (y) the date on which the Company consummates a liquidation, merger, amalgamation, share exchange, reorganization, or other similar transaction after the Business Combination that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property, or (z) the date on which the last reported sale price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period;

“Sponsor Private Placement Shares” shall have the meaning given in the Recitals hereto.

“Sponsor Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Sponsor Private Units Purchase Agreement” shall have the meaning given in the Recitals hereto.

“Sponsor Promissory Note” shall have the meaning given in the Recitals hereto.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

ARTICLE IIREGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of subsection ‎2.1.4 and Section ‎2.4 hereof, at any time and from time to time on or after the Closing of the Business Combination, any Holder holding Registrable Securities may make a written demand to the Company for Registration of its Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand, a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall (i) file a Registration Statement in respect of all Registrable Securities requested by the Sponsor and Requesting Holder(s) pursuant to such Demand Registration, not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, and (ii) effect the registration thereof as soon as practicable thereafter. Under no circumstances shall the Company be obligated to effect a Registration pursuant to a Demand Registration under this subsection ‎2.1.1 unless there are a minimum of 250,000 Registrable Securities that the Requesting Holders request to include in such Registration; provided that such minimum shall be adjusted to account for any recapitalization, share subdivision, combination of shares, merger, consolidation or reorganization of the Company that occurs after the date hereof). Furthermore, under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Registrations pursuant to a Demand Registration under this subsection ‎2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section ‎3.1 of this Agreement.

2.1.2 Effective Registration. Notwithstanding the provisions of subsection ‎2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) the Sponsor thereafter affirmatively elects to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3 Underwritten Offering. Subject to the provisions of subsection ‎2.1.4 and Section ‎2.4 hereof, if the Sponsor so advises the Company as part of its Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of the Sponsor or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection ‎2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Sponsor.

2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Sponsor and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Requesting Holders (if any) desire to sell, taken together with all other Ordinary Shares or other equity securities that the Company desires to sell and the Ordinary Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Sponsor and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Sponsor and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Sponsor and Requesting Holders have requested be included in such Underwritten Registration) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Ordinary Shares or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal. The Sponsor or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection ‎2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection ‎2.1.5.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If, at any time on or after the date the Company consummates the Business Combination, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section ‎2.1 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection ‎2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection ‎2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Ordinary Shares that the Company desires to sell, taken together with (i) the Ordinary Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant to Section ‎2.2 hereof, and (iii) the Ordinary Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.2.1 hereof, pro rata, based on the respective number of Registrable Securities that each Holder has so requested, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities; and

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the Ordinary Shares or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection ‎2.2.1, pro rata, based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Ordinary Shares or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection ‎2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section ‎2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section ‎2.1 hereof.

2.3 Registrations on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, after the Closing request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available at such time (“Form S-3”); provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company, in writing, within ten (10) days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter, but not more than twelve (12) days after the Company’s initial receipt of such written request for a Registration on Form S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to Section ‎2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $1,000,000.

2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection ‎2.1.1 and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than thirty (30) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any Registrable Securities held by any Holder, pursuant to any provision of this Agreement, until after the expiration of the Sponsor Investment Shares Lock-up Period, the Private Placement Lock-up Period, the Representative Shares Lock-up Period or the New Shareholders Lock-up Period, as the case may be.

ARTICLE IIICOMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be reasonably requested by the majority-in-interest of the Holders with Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section ‎3.4 hereof;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; 3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 If the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $10,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until he, she or it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than thirty (30) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section ‎3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Limitations on Registration Rights. Notwithstanding anything herein to the contrary, (i) the Representative may not exercise its rights under Sections 2.1 and 2.2 hereunder after February 16, 2026 and February 16, 2028, respectively, and (ii) the Representative may not exercise its rights under Section 2.1 more than one time.

ARTICLE IVINDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and agents and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section ‎4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection ‎4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections ‎4.1.1, ‎4.1.2 and ‎4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection ‎4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection ‎4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection ‎4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE VMISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to Moringa or to TopCo prior to the Closing, to: Moringa Acquisition Corp, 250 Park Avenue, 7th Floor, New York, NY 10017, Attention: Ilan Levin, Chief Executive Officer, email: ilan@moringaac.com, and, if to TopCo at or following the Closing, to TopCo, c/o Silexion Therapeutics Ltd., 2 Hamayan Street, Modi'in-Maccabim-Reut. 7177871, Attn: Ilan Hadar, Chief Executive Officer, email: ihadar@silexion.com, and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section ‎5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 Prior to the expiration of the Sponsor Investment Shares Lock-up Period, the Private Placement Lock-up Period, the Representative Shares Lock-up Period or the New Shareholders Lock-up Period, as the case may be, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees to become bound by the transfer restrictions set forth in this Agreement and other applicable agreements.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section ‎5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section ‎5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THE AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

5.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in his, her or its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Prior Registration Rights. This Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions, including, without limitation, the Prior Moringa Agreement, and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

5.7 Term. This Agreement shall terminate upon the earlier of (i) the fifth (5th) anniversary of the Closing of the Business Combination or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section ‎3.5 and Article IV shall survive any termination.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated Registration Rights and Lock-Up Agreement to be executed as of the date first written above.

[Signature Page – Amended and Restated Registration Rights and Lock-Up Agreement of Biomotion Sciences]

Exhibit 10.4

Exhibit F

THIS AMENDED AND RESTATED PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

FORM OF AMENDED AND RESTATED PROMISSORY NOTE

[Closing Date of Business Combination, as defined below]

Biomotion Sciences, a Cayman Islands exempted company (the “Maker”), promises to pay to the order of Moringa Sponsor, LP, a Cayman Islands exempted limited partnership, or its registered assigns or successors in interest (the “Payee”), the principal sum of [_________________] DOLLARS ($[*]), or such lesser amount (if any) as shall remain unpaid and not converted into equity of the Maker pursuant to Section 1 below, under this Note on the Maturity Date (as defined below) in lawful money of the United States of America, on the terms and conditions described below.  All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.

The principal amount of this Note reflects the aggregate total amount owed by Moringa Acquisition Corp, an exempted company incorporated under the Laws of the Cayman Islands (the “Prior Maker”) to the Payee under all Existing Promissory Notes (as defined below), for which the repayment obligation is being assigned herein by the Prior Maker to the Maker in connection with the closing of the Business Combination (each, as defined in Section 1(a) below), which aggregate total amount was subject, however, to potential reduction so as not to exceed a maximum principal amount (the “Cap”) equal to: (a) $5,200,000 (five million two hundred thousand dollars), reduced by (b) the amount of any Fee or expense (if any) that has been paid or is owed by the Prior Maker as of the Closing Date (as defined in Section 1 below) pursuant to the Business Combination Marketing Agreement, dated as of February 16, 2021, entered into by the Prior Maker in connection with its initial public offering. Any outstanding amounts loaned by Payee to the Prior Maker under the Existing Promissory Notes that are in excess of the Cap will be attributed to additional paid-in capital in respect of the Maker Shares (as defined below) issuable upon conversion of the total outstanding amount under this Note.

This Note amends and restates, and replaces, in their entirety, and consolidates into one promissory note, the following promissory notes issued by the Prior Maker to Payee (the “Existing Promissory Notes”):

1. Repayment or Conversion.

(a) The entire unpaid principal balance of this Note shall be payable on the thirty (30) month anniversary of the closing date of the business combination transaction (the “Closing Date” and “Business Combination”, respectively) by and among the Maker, August M.S. Ltd., an Israeli company and a wholly-owned subsidiary of Maker, the Prior Maker, Moringa Acquisition Merger Sub Corp, an exempted company incorporated under Laws of the Cayman Islands and a wholly-owned subsidiary of Maker, and Silexion Therapeutics Ltd., an Israeli company (such anniversary date, the “Maturity Date”). The principal balance, or any portion thereof (in a minimum principal amount of one hundred thousand dollars ($100,000)), together with any interest due thereon, may be prepaid by the Maker at any time. In lieu of repayment of outstanding amounts hereunder in cash, the Maker shall be entitled, in connection with an equity financing (including a convertible debt financing) (an “Equity Financing”) that it effects following the Closing Date and prior to the Maturity Date, to issue ordinary shares, par value $0.0001 of the Maker (“Maker Shares”) to the Payee in full and final satisfaction of the Maker’s obligation to repay amounts of principal outstanding under this Note (a “Maker Financing Repayment”). If Maker elects to effect a Maker Financing Repayment, it may, at its discretion, issue to the Payee up to such number of Maker Shares as constitute up to thirty percent (30%) of the number of Maker Shares issued and sold by the Maker in the Equity Financing, with the issuance to the Payee deemed a repayment to the extent of the dollar value of the shares issued to the Payee based on the price per share at which shares of any class are sold in the Equity Financing (or, in an Equity Financing that is a convertible debt financing, the conversion price per share in the financing) (the “Financing Price Per Share”), subject to a minimum aggregate Maker Financing Repayment of one hundred thousand dollars ($100,000). By way of illustration, if Maker raises $1,000,000 in an Equity Financing at a Financing Price Per Share of $20, Maker may convert upon closing of such financing up to $300,000 worth of principal of the Note in exchange for up to 15,000 Maker Shares, issuable to Payee in lieu of such converted principal.

(b) In addition to the Maker’s right to effect a Maker Financing Repayment as part of an Equity Financing, and, in the case of clause (ii) below, if Maker does not exercise such right to its full extent in connection with any Equity Financing, the Payee, too, shall be entitled to elect to convert amounts of principal outstanding under this Note into Maker Shares, either (i) at any time following the twenty-four (24) month anniversary of the Closing Date and prior to the Maturity Date, subject to a minimum conversion of ten thousand dollars ($10,000), at the VWAP Conversion Price (as defined in Section 1(c) below) (an “Optional Conversion”), or (ii) in connection with an Equity Financing effected by the Maker (a “Financing Conversion”), by converting such amounts of principal as will purchase, at the Financing Price Per Share, up to such number of Maker Shares as constitute (together with any such shares issuable pursuant to a Maker Financing Repayment) thirty percent (30%) of the number of Maker Shares issued and sold by the Maker in the Equity Financing, subject to a minimum conversion amount of one hundred thousand dollars ($100,000).

(c) Upon the Maturity Date, any principal outstanding under this Note at that time will automatically be converted into Maker Shares (“Maturity Conversion”) at a conversion price per Maker Share equal to the volume weighted average price (VWAP) of the Maker Shares on the principal market on which they are traded during the twenty (20) consecutive trading days prior to the conversion date (the “VWAP Conversion Price”).

(d) The Maker shall not issue any fraction of a Maker Share upon any Maker Financing Repayment, Optional Conversion, Financing Conversion, or Maturity Conversion. If the issuance would result in the issuance of a fraction of a share, the Maker shall round such fraction of a share to the nearest whole share. The Maker shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation, fees and expenses of the transfer agent, if any), that may be payable with respect to the issuance and delivery of shares as a repayment or conversion of any amounts outstanding hereunder. Payee will solely bear any other tax of any kind in connection with the conversion of the Note or any taxable income or gain attributed to Payee in relation thereto.

(e) In the case of an Optional Conversion, Payee shall notify the Maker in writing as to its election to convert outstanding principal amounts due hereunder, stating the total conversion amount (subject to the ten thousand dollar ($10,000) minimum set forth in Section 1(b)(i) above) and setting forth the calculation of the VWAP Conversion Price. Maker shall issue Maker Shares in respect of such Optional Conversion within five (5) trading days of receipt of such written notice.

(f) In connection with an Equity Financing, the Maker shall notify the Payee in writing (an “Equity Financing Notification”) once Maker becomes aware of the material terms of the financing (approximate aggregate dollar amount, approximate expected Financing Price Per Share and any other material terms), but in any event no less than three (3) trading days prior to the expected closing date of the Equity Financing. Either Maker or Payee, as applicable, shall notify the other party in writing that it wishes to effect a Maker Financing Repayment or a Financing Conversion, as applicable (a “Conversion/Equity Repayment Notification”), no later than on the second (2nd) trading day following Maker’s Equity Financing Notification, which Conversion/Equity Repayment Notification shall include the aggregate dollar amount, and number of Maker Shares to be issued to the Payee, pursuant to such Maker Financing Repayment or Financing Conversion, as applicable (subject to the minimum repayment/conversion amount of one hundred thousand dollars ($100,000) set forth in Section 1(a) or Section 1(b)(ii) above, as applicable, and the limit of Maker issuing to Payee only up to such number of Maker Shares as constitute thirty percent (30%) of the number of Maker Shares issued and sold by the Maker in the Equity Financing, as described in Section 1(a) or Section 1(b)(ii) above, as applicable).

(g) Payee shall be entitled to registration rights with respect to the Maker Shares it receives as a repayment or conversion of any outstanding principal amounts under this Note (whether due to a Maker Financing Repayment, Optional Conversion, Financing Conversion or Maturity Conversion) as a Holder under the Amended and Restated Registration Rights Agreement, dated as of the [Closing Date of the Business Combination], by and among Maker, Prior Maker, Payee, and certain additional shareholders of Maker. Under no circumstances shall any individual, including but not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder.

2. Interest. No interest shall accrue on the unpaid principal balance of this Note.

3. Application of Payments.  All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, and then to the reduction of the unpaid principal balance of this Note.

4. Events of Default.  Each of the following shall constitute an event of default under this Note (an “Event of Default”):

(a) Voluntary Bankruptcy, Etc.  The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.

(b) Involuntary Bankruptcy, Etc.  The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days.

(c) Failure to Issue Shares Upon Repayment/Conversion. Maker’s failure to issue Maker Shares to Payee as a repayment or conversion of outstanding principal amounts hereunder — whether pursuant to a Maker Financing Repayment, Optional Conversion, Financing Conversion or Maturity Conversion. Such failure shall constitute an Event of Default if the shares are not issued by Maker (i) within five (5) trading days following Maker’s receipt from Payee of an election to effect an Optional Conversion as required under Section 1(e), (ii) within five (5) trading days following the closing of an Equity Financing for which Maker has elected a Maker Financing Repayment or Payee has elected a Financing Conversion, or (iii) in the case of a Maturity Conversion, following the Maturity Date, as applicable.

5. Remedies.

(a) Upon the occurrence of an Event of Default specified in Sections 4(a) or (b), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.

(b) Upon the occurrence of an Event of Default specified in Section 4(c) hereof, Payee may, by written notice to Maker, declare the principal amount that was subject to the applicable Maker Financing Repayment, Optional Conversion, Financing Conversion or Maturity Conversion to be due immediately and payable, whereupon such unpaid principal amount shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

6. Waivers.  Subject to receiving 14 days’ prior written notice from Payee of any alleged breach or default, Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.

7. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent by first class registered or certified mail or courier service to the address designated in writing, (ii)  by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party.  Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail, and , if sent by electronic mail – on the date of delivery of such email unless sender had received notice of failed transmission or similar error notice indicating that such electronic email transmission had not been successfully completed.

8. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ISRAEL, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

9. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

10. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

11. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, however, that Payee shall be entitled to assign this Note to any person or entity controlling, controlled by or under common control with Payee, without the consent of Maker.

[Signature Page Follows]

IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.

Accepted and agreed that this Note shall amend and restate, and replace, in its entirety, each Existing Promissory Note identified above, and that the obligations of the Prior Maker (i.e., Moringa Acquisition Corp) under each such Existing Promissory Note are assigned hereby to the Maker (i.e., [TopCo]).

[Signature Page of Amended & Restated Promissory Note]

5