REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Nocturne Sponsor LLC, a Delaware limited liability company (the “Sponsor” and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
10,000,000 Units Nocturne Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
The undersigned, Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Company”), hereby confirms its agreement with Chardan Capital Markets, LLC (hereinafter referred to as “you”, “Chardan”, or as the “Representative”) and with the other underwriters named on Schedule A hereto for which you are acting as representative (the Representative and the other Underwriters being collectively referred to herein as the “Underwriters” or, individually, an “Underwriter”), as follows:
Nocturne Acquisition Corporation 7244 Carrizo Drive La Jolla, CA 92037Nocturne Acquisition Corp • February 23rd, 2021 • Blank checks • New York
Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Nocturne Sponsor, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 15, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
RIGHTS AGREEMENTRights Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks
This Rights Agreement (this “Agreement”) is made as of [ ], 2021 between Nocturne Acquisition Corporation, a Cayman Islands exempted company with number 367466, with offices at 7244 Carrizo Drive, La Jolla, CA 92037 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this [__] day of [________], 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business 7244 Carrizo Drive, La Jolla, CA 92037, and Nocturne Sponsor LLC (the “Purchaser”).
La Jolla, CA 92037 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration state
Nocturne Acquisition CorporationNocturne Acquisition Corp • February 23rd, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Nocturne Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nocturne Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 7244 Carizzo Drive, La Jolla, CA 92037. In exchange therefore, the Company shall pay Nocturne Sponsor LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
