REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 28th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [•], 2022, is made and entered into by and among Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), Murphy Canyon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
11,500,000 Units MURPHY CANYON ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • January 28th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
WARRANT AGREEMENT between MURPHY CANYON ACQUISITION CORP. and VSTOCK TRANSFER LLCWarrant Agreement • January 28th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2022, is by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
MURPHY CANYON ACQUISITION CORP.Murphy Canyon Acquisition Corp. • January 28th, 2022 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 4, 2021 by and between Murphy Canyon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 4,312,500 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 431,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
MURPHY CANYON ACQUISITION CORP. FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 28th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ____________ __, 2022, by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • January 28th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ], 2022, by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), and Murphy Canyon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123.
INDEMNITY AGREEMENTIndemnity Agreement • January 28th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made and entered into as of [●], 2022, between MURPHY CANYON ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Murphy Canyon Acquisition Corp. San Diego, CA 92123Letter Agreement • January 28th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks
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 Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”) and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 13,225,000 of the Company’s units (including up to 1,725,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A share of common stock, having a par or nominal value of US $0.0001 per share, of the Company (the “Common Stock”), one redeemable warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of US $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pur
MURPHY CANYON ACQUISITION CORP.Murphy Canyon Acquisition Corp. • January 28th, 2022 • Blank checks • New York
