REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 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 • March 26th, 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:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 26th, 2021 • Nocturne Acquisition Corp • Blank checks • New York
RIGHTS AGREEMENTRights Agreement • March 26th, 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 • March 26th, 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 • March 26th, 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
