AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 30th, 2023 • Murphy Canyon Acquisition Corp. • Blank checks
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of January 27, 2023 (the “Effective Date”), is made and entered into by and among Murphy Canyon Acquisition Corp., a Delaware corporation (“Murphy”), Conduit Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”), and Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (the “Company”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • January 30th, 2023 • Murphy Canyon Acquisition Corp. • Blank checks
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of January 27, 2023 (the “Effective Date”), is made and entered into by and among Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), and _______________ (the “Subscriber”). Capitalized terms used herein and not otherwise defined will have the meanings ascribed to such terms in the Subscription Agreement (as defined below).
FORM OF WARRANTMurphy Canyon Acquisition Corp. • January 30th, 2023 • Blank checks • New York
This Common Stock Warrant (this “Common Stock Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [●], 2023 (the “Initial Exercise Date”) and on or prior to the earlier of (i) 5:00 p.m. (New York City time) on [●],2 2028, or (ii) the date fixed for redemption of the Warrant Shares (as defined below) as provided in Section 4 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Conduit Pharmaceuticals Inc., a Delaware corporation formerly known as Murphy Canyon Acquisition Corp. (the “Company”), up to 2,700,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Common Stock Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Common Stock Warrant is issued pursuant to that c
