Exhibit 10.4.5


 


Holisto Ltd.

Sderot Nim 2, Rishon Lezion, Israel


 


 


3i, LP

140 Broadway, 38th Floor

New York, NY 10005


 


[__], 2022


 


Dear Sirs:


 


This agreement (the “Leak-Out
Agreement”) is being delivered to you in connection with that certain understanding by and between Holisto Ltd., a company organized
under the laws of the State of Israel with offices located at Sderot Nim 2, Rishon Lezion, Israel (the “Company”) and
the undersigned (“Holder”).


 


The Company, Moringa Acquisition
Corp. a Cayman Islands exempted company, and certain investors (including the Holder) have entered into a Securities Purchase Agreement,
dated as of June 9, 2022 (the “Securities Purchase Agreement”), pursuant to which, among other things, the Company
has agreed to issue and sell to the Holder and the Holder has agreed to purchase (x) certain Notes (as defined in the Securities Purchase
Agreement), which will be convertible into Conversion Shares (as defined in the Securities Purchase Agreement), in accordance with the
terms of the Notes and (y) certain Warrants (as defined in the Securities Purchase Agreement, which will be exercisable into Warrant Shares
(as defined in the Securities Purchase Agreement. Capitalized terms not defined herein shall have the meaning as set forth in the Securities
Purchase Agreement.


 


During the period commencing
on the date of issuance of the Notes (the “Execution Date”) and ending on the earlier to occur of (i) such date as
the Holder no longer holds any Notes, (ii) such date upon which any breach by the Company of any term of this Leak-Out Agreement occurs,
regardless of whether such breach is subsequently cured and (iii) such date any Event of Default (as defined in the Notes) occurs, regardless
of whether such Event of Default is subsequently cured (such period, the “Restricted Period”), on any Trading Day following
the Trading Day on which the VWAP of the Ordinary Shares is less than $5.00 (as adjusted for stock splits, stock dividends, stock combinations,
recapitalizations or similar events) (any such date, a “Date of Determination”), the Holder and any Affiliate of the
Holder which has or shares discretion relating to the Holder’s investments or trading or information concerning the Holder’s
investments in any the Restricted Securities (together, the “Holder’s Trading Affiliates”) shall not sell on
the Trading Day following such Date of Determination (the “Applicable Trading Day”), in the aggregate, any Conversion
Shares or Warrant Shares (the “Restricted Securities”) in an aggregate amount representing more than the greater of
(x) $60,000 in sales of Ordinary Shares, and (y) 20% of the daily composite trading volume of Ordinary Shares as reported by Bloomberg,
LP on such Applicable Trading Day. Notwithstanding anything herein to the contrary, nothing herein shall prohibit the Holder (or any of
its Trading Affiliates) from tendering any Restricted Securities or other Ordinary Shares to any Person in a tender offer or other Fundamental
Transaction.


 






     


     


    

 


Notwithstanding anything herein
to the contrary, on or after the date hereof, the Holder may, directly or indirectly, sell or transfer all, or any part, of the Restricted
Securities to any Person (an “Assignee”) without complying with (or otherwise limited by) the restrictions set forth
in this Leak-Out Agreement; provided, that as a condition to any such sale or transfer an authorized signatory of the Company and such
Assignee duly execute and deliver a leak-out agreement in the form of this Leak-Out Agreement (without the right of assignment in this
paragraph) with respect to such transferred Restricted Securities (an “Assignee Agreement”) and sales of the Holder
and its Affiliates and all Assignees shall be aggregated for all purposes of this Leak-Out Agreement and all Assignee Agreements. It shall
be the responsibility of the Holder to monitor such Affiliate’s and Assignee’s compliance with the Assignee Agreement and
this paragraph.


 


Any notices, consents, waivers
or other communications required or permitted to be given under the terms of this Leak-Out Agreement must be in writing.


 


This Leak-Out Agreement, together
with the Securities Purchase Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof
and supersedes all prior negotiations, letters and understandings relating to the subject matter hereof and are fully binding on the parties
hereto.


 


This Leak-Out Agreement may
be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts
shall constitute one and the same instrument. This Leak-Out Agreement may be executed and accepted by facsimile or PDF signature and any
such signature shall be of the same force and effect as an original signature.


 


The terms of this Leak-Out
Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto and their respective successors and assigns.


 


This Leak-Out Agreement may
not be amended or modified except in writing signed by each of the parties hereto.


 


All questions concerning the
construction, validity, enforcement and interpretation of this letter agreement shall be governed by the internal laws of the State of
New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other
jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. Each party hereby irrevocably
submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication
of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding
is improper.


 


Each party hereby irrevocably
waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof
to such party at the address for such notices to it under this letter agreement and agrees that such service shall constitute good and
sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereby irrevocably waives any right it may have, and agrees not to request, a jury trial for the adjudication
of any dispute hereunder or in connection with or arising out of this letter agreement or any transaction contemplated hereby.


 






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Each party hereto acknowledges
that, in view of the uniqueness of the transactions contemplated by this letter agreement, the other parties hereto would not have an
adequate remedy at law for money damages in the event that this Leak-Out Agreement has not been performed in accordance with its terms,
and therefore agrees that such other parties shall be entitled to specific enforcement of the terms hereof in addition to any other remedy
to which it may be entitled, at law or in equity.


 


If, and whenever on or after
the date hereof, the Company enters into, amends, terminates, waives or modifies a leak-out agreement (or any other agreement or other
document restricting in any manner the sale, directly or indirectly, by any Other Holder or any of its Trading Affiliates of any securities
of the Company) with any Other Holder (or any of its Trading Affiliates), directly or indirectly, of any Ordinary Shares (each such agreement,
an “Other Agreement”) in any manner, the result of which, is more favorable terms and/or conditions and/or less trading
restrictions (as the case may be) on Ordinary Shares then held by such Other Holder, then as set forth herein, then (i) the Company shall
provide notice thereof to the Holder immediately following the occurrence thereof and (ii) the terms and conditions of this Agreement
shall be, without any further action by the Holder or the Company, automatically amended and modified in an economically and legally equivalent
manner such that the Holder shall receive the benefit of the more favorable terms and/or conditions and/or less restrictions (as the case
may be) set forth in such Other Agreement, provided that upon written notice to the Company at any time the Holder may elect not to accept
the benefit of any such amended or modified term or condition, in which event the term or condition contained in this Agreement shall
apply to the Holder as it was in effect immediately prior to such amendment or modification as if such amendment or modification never
occurred with respect to the Investor. The provisions of this paragraph shall apply similarly and equally to each such Other Agreement.


 


The obligations of Holder
under this Agreement are several and not joint with the obligations of any Other Holder under any other agreement, and Holder shall not
be responsible in any way for the performance of the obligations of any Other Holder under any such other agreement. Nothing contained
herein or in this Agreement, and no action taken by Holder pursuant hereto, shall be deemed to constitute Holder and Other Holders as
a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Holder and the Other Holders
are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement and
the Company acknowledges that Holder and the Other Holders are not acting in concert or as a group with respect to such obligations or
the transactions contemplated by this Agreement or any other Agreement. The Company and Holder confirms that Holder has independently
participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors. Holder shall
be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement,
and it shall not be necessary for any Other Holder to be joined as an additional party in any proceeding for such purpose.


 


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	Agreed to and Acknowledged:	 
	 	 
	HOLISTO LTD.	 
	 	 
	By: 		 
	Name:	 
	Title:	 
	 	 
	3i, LP	 
	 	 
	By: 	          	 
	Name:	 
	Title:	 



  


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