REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 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 AGREEMENTWarrant Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 2, 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 • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 2, 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 • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of February 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 • October 5th, 2023 • Conduit Pharmaceuticals Inc. • Pharmaceutical preparations • Delaware
This INDEMNITY AGREEMENT (the “Agreement”) is made and entered into as of __________, ______, between Conduit Pharmaceuticals Inc., 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. UNDERWRITING AGREEMENTMurphy Canyon Acquisition Corp. • February 8th, 2022 • 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”):
Murphy Canyon Acquisition Corp. San Diego, CA 92123Letter Agreement • February 8th, 2022 • Murphy Canyon 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 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 17,250,000 of the Company’s units (including up to 2,250,000 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”), and three- quarters of 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
AZD1656 PROJECT FUNDING AGREEMENT for use in UVETISProject Funding Agreement • May 12th, 2023 • Murphy Canyon Acquisition Corp. • Pharmaceutical preparations • England
SEPARATION AGREEMENTSeparation Agreement • May 14th, 2024 • Conduit Pharmaceuticals Inc. • Pharmaceutical preparations • California
This Separation Agreement (this “Agreement”) is made and entered into as of May 12, 2024 (the “Effective Date”), by and between Adam Sragovicz (“Executive”) and Conduit Pharmaceuticals Inc. (the “Company”). The Company and Executive are sometimes collectively referred to herein as the “Parties” and individually as a “Party”.
Re: Employment Offer LetterMurphy Canyon Acquisition Corp. • July 28th, 2023 • Pharmaceutical preparations • Delaware
Murphy Canyon Acquisition Corp. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of the date of the closing of the transactions contemplated by the Agreement and Plan of Merger by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited dated as of November 8, 2022 (the “Effective Date”). As of the Effective Date, Murphy Canyon Acquisition Corp. will be renamed Conduit Pharmaceuticals Inc., and thereafter the term “Company”, as defined herein, shall mean Conduit Pharmaceuticals Inc. In consideration of the mutual promises herein contained, the parties agree as follows:
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 28th, 2023 • Murphy Canyon Acquisition Corp. • Pharmaceutical preparations • New York
THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of __, 2023, by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).. Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original Agreement (as defined below).
Adam Sragovicz Re: Employment Offer Letter Dear Adam:Murphy Canyon Acquisition Corp. • July 11th, 2023 • Pharmaceutical preparations • California
Conduit Pharmaceuticals Inc. (the “Company”) is pleased to offer you a position on the terms set forth in this letter (this “Agreement”), effective as of the date of the closing of the transactions contemplated by the Agreement and Plan of Merger by and among Murphy Canyon Acquisition Corp. Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited dated as of November 8, 2022 (the “Effective Date”). In consideration of the mutual promises herein contained, the parties agree as follows:
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).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 11th, 2023 • Murphy Canyon Acquisition Corp. • Pharmaceutical preparations
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of May 11, 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).
AZD1656 PROJECT FUNDING AGREEMENT for use in HASHIMOTO’S THYROIDITISFunding Agreement • May 12th, 2023 • Murphy Canyon Acquisition Corp. • Pharmaceutical preparations • England
MURPHY CANYON ACQUISITION CORP.Murphy Canyon Acquisition Corp. • February 8th, 2022 • Blank checks • New York
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 Murphy Canyon Acquisition Corp. (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”), Murphy Canyon Management Group, Inc., an affiliate of Murphy Canyon Acquisition Sponsor, LLC (which herein shall be referred to as the “Sponsor”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123 (or any successor location). In exchange therefore,
MURPHY CANYON ACQUISITION CORP.Murphy Canyon Acquisition Corp. • January 28th, 2022 • Blank checks • New York
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2023 • Murphy Canyon Acquisition Corp. • Blank checks
THIS AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”), dated as of January ___, 2023 (the “Effective Date”), is made and entered into by and among Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), and Prospect Science Ventures Limited (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
SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE (1) SUCH TERMS ARE BOTH NOT MATERIAL AND ARE THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL; OR (2) DISCLOSURE OF SUCH INFORMATION WOULD CONSTITUTE A CLEARLY UNWARRANTED...Murphy Canyon Acquisition Corp. • May 12th, 2023 • Pharmaceutical preparations
