8-K - CDT - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of

The

Securities Exchange Act of 1934

Dateof Report (Date of earliest event reported): November 8, 2022

MURPHY

CANYON ACQUISITION CORP.

(Exactname of registrant as specified in its charter)

Delaware	001-41245	87-3272543
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission File Number)	(IRS Employer<br><br> <br>Identification No.)

4995 Murphy Canyon Road, Suite 300

San Diego, CA 92123

(Addressof principal executive offices, including zip code)

760-471-8536

(Registrant’stelephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading symbol	Name of each exchange on which registered
Units,<br> each consisting of one share of Class A Common Stock and one Redeemable Warrant	MURFU	The<br> Nasdaq Stock Market LLC
Class<br> A Common Stock, par value $0.0001 per share	MURF	The<br> Nasdaq Stock Market LLC
Redeemable<br> Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	MURFW	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item1.01 Entry into a Material Definitive Agreement

MergerAgreement

On November 8, 2022, Murphy Canyon Acquisition Corp., a Delaware corporation (“MURF”), entered into an agreement and plan of merger (the “Merger Agreement”) by and among MURF, Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (“Conduit”) and Conduit Merger Sub, Inc., a Cayman Islands exempted company and a wholly owned subsidiary of MURF (“Merger Sub”). MURF and Merger Sub are sometimes referred to collectively as the “MURF Parties.” Pursuant to the Merger Agreement, a business combination between MURF and Conduit will be effected through the merger of Merger Sub with and into Conduit, with Conduit surviving the merger as a wholly owned subsidiary of MURF (the “Merger”). Upon the closing of the Merger (the “Closing”), it is anticipated that MURF will change its name to “Conduit Pharmaceuticals Inc.” The board of directors of MURF has (i) approved and declared advisable the Merger Agreement, the Ancillary Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the stockholders of MURF.

The Merger is expected to be consummated in the first quarter of 2023, following the receipt of the required approval by the stockholders of MURF and the shareholders of Conduit and the satisfaction of certain other customary closing conditions.

MergerConsideration

The total consideration to be paid at Closing (the “Merger Consideration”) by MURF to the Conduit shareholders will be six hundred and fifty million dollars ($650,000,000) and will be payable in shares of Class A common stock, par value $0.0001 per share, of MURF (“MURF Common Stock”). The number of shares of MURF Common Stock to be paid to the shareholders of Conduit as Merger Consideration will be 65,000,000, with each share being valued at $10.00. All cash proceeds remaining in the trust will be used to pay transaction costs and as growth capital for MURF.

At the signing of the Merger Agreement, there were 2,000 ordinary shares, with a par value of GBP0.0001 per share (the “ConduitOrdinary Shares”), issued and outstanding. Each Conduit Ordinary Share issued and outstanding, and all convertible debt issued and outstanding, immediately prior to the consummation of the Merger (other than any dissenting shares) shall be exchanged for and otherwise converted into the right to receive the applicable Merger Consideration per share pursuant to the Merger Agreement. The effective date and time of the Merger is referred to in the Merger Agreement as the effective time (the “Effective Time”).

Representationsand Warranties

The Merger Agreement contains customary representations and warranties of Conduit with respect to, among other things: (i) corporate existence and power; (ii) organizational documents; (iii) capitalization; (iv) authorization to enter into the Merger Agreement and related transactions; (v) no conflicts and non-contravention; (vi) permits and compliance; (vii) financial statements; (viii) no undisclosed liabilities; (ix) absence of certain changes; (x) absence of litigation; (xi) employee benefit plans; (xii) labor matters; (xiii) real property and title to assets; (xiv) intellectual property; (xv) taxes; (xvi) environmental matters; (xvii) material contracts; (xviii) customers and suppliers; (xix) insurance; (xx) internal controls; (xxi) accuracy of statements; (xxii) COVID-19 matters; (xxiii) delivery of support agreement; (xxiv) board approval; (xxv) brokers and finders’ fees; (xxvi) takeover laws; (xxvii) international trade matters and anti-bribery compliance; (xxiii) that Conduit is not an investment company; (xxix) withholding; (xxx) exclusivity of representations and warranties; and (xxxi) full disclosure.

The Merger Agreement contains customary representations and warranties of the MURF Parties with respect to, among other things: (i) corporate existence and power; (ii) organizational documents; (iii) capitalization; (iv) authorization to enter into the Merger Agreement and related transactions; (v) no conflicts and non-contravention; (vi) compliance; (vii) MURF publicly filed documents and financial statements; (viii) absence of certain changes; (ix) absence of litigation; (x) board approval; (xi) no prior operations of Merger Sub; (xii) amount in the trust account; (xiii) employees; (xiv) taxes; (xv) listing of MURF securities; (xvi) that MURF is not an investment company; (xvii) statements in public filings; (xviii) contracts; (xix) brokers and finders’ fees; (xx) delivery of support agreement; (xxi) MURF and Merger Sub’s investigation and reliance; and (xxii) full disclosure.

All representations and warranties by all parties terminate upon the Effective Time, and no representations, warranties, covenants, obligations or other agreements contained in the Merger Agreement survive the Effective Time.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, cooperation in the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of MURF’s stockholders. MURF has also agreed to include in the Proxy Statement the recommendation of its board that its stockholders approve all of the proposals to be presented at the special meeting of MURF’s stockholders that will be called in order to approve the Merger and related transactions (the “MURFSpecial Meeting”).

Conductbetween Signing and Closing

Each of MURF and Merger Sub has agreed that from the date of the Merger Agreement until the Closing Date or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate, encourage or engage in any negotiations with any party relating to an alternative transaction, take any action intended to facilitate an alternative transaction or approve, recommend or enter into any agreement relating to an alternative transaction. MURF and Conduit also have agreed, subject to certain exceptions, to operate their respective companies in the ordinary course through the Closing Date.

Conditionsto Closing

The consummation of the Merger is conditioned upon, among other things, (i) the absence of any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation of such transactions; (ii) the Registration Statement becoming effective under the Securities Act of 1933, as amended (the “Securities Act”); (iii) the approval by MURF’s stockholders of the Merger and related transactions; (iv) the approval by Conduit’s shareholders of the Merger and related transactions; (v) the aggregate cash available to MURF at the Closing (after giving effect to any redemptions by MURF’s stockholders and the payment of all authorized transaction expenses) being at least $27,000,000; (vi) all Ancillary Agreements having been executed by all parties thereto; and (vii) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other governmental authority having been completed and cleared.

Solely with respect to the MURF Parties, the consummation of the Merger is conditioned upon, among other things: (i) Conduit having duly performed or complied with all of its obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of Conduit being true and correct in all material respects; (iii) no event having occurred that would result in a Company Material Adverse Effect (as defined in the Merger Agreement); (iv) Conduit providing MURF a certificate from an authorized officer of Conduit as to the accuracy of the foregoing conditions; (v) after giving effect to the Merger, MURF shall have at least $5,000,001 in net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act); (vi) MURF and Conduit having cooperated in good faith to negotiate and execute new employment agreements with David Tapolczay and Adam Sragovicz, the current Chief Financial Officer and a director of MURF; and (vii) certain intellectual property having been assigned to Conduit UK Management Ltd, an entity that will be a wholly-owned subsidiary of Conduit as of the consummation of the Merger.

Solely with respect to Conduit, the consummation of the Merger is conditioned upon, among other things: (i) the MURF Parties having duly performed or complied with all of their obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of the MURF Parties being true and correct in all material respects; (iii) no event having occurred that would result in an Murphy Material Adverse Effect (as defined in the Merger Agreement; and (iv) each of the MURF Parties providing Conduit a certificate from an authorized officer as to the accuracy of the foregoing conditions.

Termination

The Merger Agreement may be terminated as follows:

(i)	By<br> the mutual consent of MURF and Conduit;
(ii)	by<br> MURF, if any of the representations or warranties of Conduit set forth in the Merger Agreement is not true and correct, or if Conduit<br> has failed to perform any covenant or agreement set forth in the Merger Agreement (including an obligation to consummate the Merger),<br> in each case such that the conditions to closing would not be satisfied and the breach or breaches causing such representations or<br> warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived<br> by MURF) by the earlier of (i) the Outside Date (as defined below) or (ii) 20 days after written notice thereof is delivered to Conduit;<br> provided, however that MURF is not then in material breach of any representation, warranty, covenant, or obligation in the Merger<br> Agreement, which breach has not been cured;
(iii)	by<br> Conduit, if any of the representations or warranties of MURF or Merger Sub set forth in the Merger Agreement is not true and correct,<br> or if MURF or Merger Sub has failed to perform any covenant or agreement set forth in the Merger Agreement (including an obligation<br> to consummate the Merger), in each case such that the conditions to closing would not be satisfied and the breach or breaches causing<br> such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable,<br> are not cured (or waived by Conduit) by the earlier of (i) the Outside Date or (ii) 20 business days after written notice thereof<br> is delivered to MURF; provided, however that Conduit is not then in material breach of any representation, warranty, covenant, or<br> obligation in the Merger Agreement, which breach has not been cured;
(iv)	by<br> either MURF or Conduit:
	(A)<br> on or after May 31, 2023 (the “Outside Date”), if the Merger has not been consummated prior to the Outside Date;<br> provided, however, that this right to terminate the Merger Agreement will not be available to a party if the failure of the Merger<br> to have been consummated before the Outside Date was due to such party’s breach of or failure to perform any of its covenants<br> or agreements set forth in the Merger Agreement; or;
	(B)<br> if any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation<br> of such transactions becomes final and non-appealable;
	(C)<br> if MURF has not received approval from its stockholders of the Merger and related transactions at the MURF Special Meeting;
---	---
(v)	by<br> MURF if the Conduit shareholders’ written consent approving the Merger and related transactions have not have been obtained<br> within 10 business days after the date of the Merger Agreement;
(vi)	by<br> MURF if there is a Conduit Material Adverse Effect; and
(vii)	by<br> Conduit if there is a Murphy Material Adverse Effect.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Form 8-K”), and incorporated herein by reference.

CertainRelated Agreements

SponsorSupport Agreement

Concurrently with the execution of the Merger Agreement, Murphy Canyon Acquisition Sponsor LLC (“Sponsor”) and MURF entered into a certain Sponsor Support Agreement dated November 8, 2022 (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed to vote all shares of MURF Common Stock beneficially owned by it, including any additional shares of MURF it acquires ownership of or the power to vote, in favor of the Merger and related transactions.

The foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference to the full text of the Sponsor Support Agreement, a copy of which is filed as Exhibit 10.3 to this Form 8-K, and the terms of which are incorporated herein by reference.

ShareholderSupport Agreement

Concurrently with the execution of the Merger Agreement, MURF, Conduit, and certain shareholders of Conduit (the “Conduit Shareholders”) entered into a certain Shareholder Support Agreement dated November 8, 2022 (the “Shareholder Support Agreement”), pursuant to which the Conduit Shareholders agreed to vote all Conduit Ordinary Shares beneficially owned by them, including any additional shares of Conduit they acquire ownership of or the power to vote, in favor of the Merger and related transactions.

The foregoing description of the Shareholder Support Agreement is qualified in its entirety by reference to the full text of the Shareholder Support Agreement, a copy of which is filed as Exhibit 10.4 to this Form 8-K, and the terms of which are incorporated herein by reference.

SubscriptionAgreement

In connection with the transactions contemplated by the Merger Agreement, MURF entered into a Subscription Agreement (the “SubscriptionAgreement”) with an investor (the “Private Placement Investor”). Pursuant to the Subscription Agreement, the Private Placement Investor has agreed to purchase $27 million (the “Private Placement”) units of MURF (the “Units”), with each Unit consisting of (i) one share of MURF Common Stock and (ii) one warrant to purchase one share of Class A Common Stock (each, a “Warrant”), for a purchase price of $10.00 per Unit (the “Purchase Price”) in the Private Placement. The Subscription Agreement contains registration rights, pursuant to which within fifteen (15) business days after the closing of the Private Placement, MURF will use reasonable best efforts to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement registering the resale of shares of MURF Common Stock included in the Units and the shares of MURF Common Stock issued and issuable upon exercise of the Warrants. The closing of the Private Placement is conditioned on there not being a suspension of the qualification of MURF Common Stock for offering or sale or trading in any jurisdiction, or the initiation or threatening of any legal proceeding, no legal prohibitions to consummate the Merger, and all conditions precedent to the closing of the Merger set forth in the Merger Agreement having been satisfied or waived.

The Warrant will be exercisable for a period of five years after the completion of the Merger and will have an exercise price of $11.50 per share, subject to adjustment as set forth in the Warrant for stock splits, stock dividends, recapitalizations and similar customary adjustments. The Private Placement Investor may exercise each Warrant on a cashless basis if the shares of MURF Common Stock underlying the Warrants are not then registered pursuant to an effective registration statement. The Private Placement Investor have contractually agreed to restrict its ability to exercise the Warrants such that the number of shares of the MURF Common Stock held by the Private Placement Investor and its affiliates after such exercise does not exceed the beneficial ownership limitation set forth in the Warrant which may not exceed 4.99% of then issued and outstanding shares of MURF Common Stock.

The foregoing descriptions of the Subscription Agreement and Warrant are qualified in their entirety by reference to the forms of the Subscription Agreement and Warrant, copies of which are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Form 8-K, and the terms of which are incorporated herein by reference.

Lock-UpAgreements

In connection with the Merger Agreement, certain shareholders of Conduit entered into Lock-Up Agreements (the “Lock-Up Agreements”) with MURF, pursuant to which, among other things, each agreed that it will not, and will cause any of its Permitted Transferees (as defined therein) not to, transfer any Restricted Securities (as defined therein) during the Lock-Up Period (as defined therein).

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the by reference to the full text of the form of Lock-Up Agreement, a copy of which is filed as Exhibit 10.2 to this Form 8-K, and the terms of which are incorporated herein by reference.

ImportantInformation About the Proposed Business Combination and Where to Find It

This Form 8-K relates to a proposed business combination transaction among the parties referred to above and herein as the Merger. A full description of the terms of the Merger will be provided in the Registration Statement that MURF intends to file with the SEC that will include a prospectus of MURF with respect to the securities to be issued in connection with the proposed Merger and a proxy statement of MURF with respect to the solicitation of proxies for the special meeting of stockholders of MURF to vote on the Merger. Each of MURF and Conduit urges its investors, stockholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about MURF, Conduit and the Merger. After the Registration Statement is declared effective, the definitive proxy statement/prospectus to be included in the Registration Statement will be mailed to stockholders of MURF as of a record date to be established for voting on the Merger. Once available, MURF stockholders and other interested persons will also be able to obtain a copy of the Registration Statement, including the proxy statement/prospectus included therein, and other documents filed with the SEC, without charge, on the SEC’s website at www.sec.gov or by directing a request to Murphy Canyon Acquisition Corp., 4995 Murphy Canyon Road, Suite 300, San Diego, California, 92123.

Participantsin Solicitation

MURF, Conduit and their respective directors and executive officers may be deemed participants in the solicitation of proxies of MURF’s stockholders in respect of the proposed Merger. MURF’s stockholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers of MURF (and as applicable, Conduit) in the Merger as set forth in MURF’s final prospectus relating to its initial public offering, dated February 2, 2022, which was filed with the SEC on February 4, 2022, and in filings with the SEC, including when filed, the Registration Statement and the accompanying proxy statement/prospectus. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.

This communication does not contain all the information that should be considered concerning the Merger and is not intended to form the basis of any investment decision or any other decision in respect of the Merger. Before making any voting or investment decision, investors and security holders are urged to read the Registration Statement and accompanying proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the proposed Merger as they become available because they will contain important information about the proposed Merger.

NoOffer or Solicitation

This Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger. This Form 8-K is not an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, as amended, or an exemption therefrom.

Forward-LookingStatements

This Form 8-K, exhibits hereto and information incorporated by reference herein, contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Merger. All statements other than statements of historical facts contained in this Form 8-K, including statements regarding MURF’s or Conduit’s future results of operations and financial position, the amount of cash expected to be available to Conduit after the closing and giving effect to any redemptions by the MURF’s stockholders, Conduit’s business strategy, prospective product candidates, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations, future results of current and anticipated product candidates, and expected use of proceeds, are forward-looking statements. These forward-looking statements generally are identified by words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, but not limited to, the following risks relating to the proposed transaction: the occurrence of any event, change or other circumstances that could give rise to the termination of the BCA; the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the price of MURF’s securities; the inability to complete the Merger and transactions contemplated thereby (the “Transactions”), including due to failure to obtain approval of the stockholders of MURF or other conditions to closing in the BCA; the inability to obtain or maintain the listing of MURF’s securities on Nasdaq following the Transactions; the risk that the Transactions disrupt current plans and operations of Conduit as a result of the announcement and consummation of the Transactions; the ability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth economically and hire and retain key employees; the risks that Conduit’s product candidates in development fail clinical trials or are not approved by the U.S. Food and Drug Administration or other applicable authorities; costs related to the Transactions; changes in applicable laws or regulations; the possibility that MURF or Conduit may be adversely affected by other economic, business, and/or competitive factors; potential redemptions of MURF’s public stockholders; and other risks and uncertainties to be identified in the Registration Statement and accompanying proxy statement/prospectus (when available) relating to the Transactions, including those under the section titled “Risk Factors” therein, and in other filings with the SEC made by MURF. Moreover, MURF and Conduit operate in very competitive and rapidly changing environments. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond MURF’s and Conduit’s control, you should not rely on these forward-looking statements as predictions of future events. Forward-looking statements speak only as of the date they are made. Investors are cautioned not to put undue reliance on forward-looking statements, and except as required by law. MURF and Conduit assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither MURF nor Conduit gives any assurance that either MURF or Conduit or the combined company will achieve its expectations.

Item3.02. Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Form 8-K under the heading “Subscription Agreement” is incorporated by reference herein. The securities issuable in connection with the Private Placement will not be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item9.01. Financial Statements and Exhibits.

Exhibit<br> No.	Description
2.1	Merger Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Merger Sub, Inc. and Conduit Pharmaceuticals Limited
4.1	Form of Warrant
10.1	Form of Subscription Agreement
10.2	Form of Lock-Up Agreement
10.3	Sponsor Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp. and each of the Persons set forth on Schedule I attached thereto
10.4	Shareholder Support Agreement dated as of November 8, 2022, by and among Murphy Canyon Acquisition Corp., Conduit Pharmaceuticals Limited and each of the Persons set forth on Schedule I attached thereto.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

November<br> 14, 2022	Murphy Canyon Acquisition Corp.
	By:	/s/ Jack K. Heilbron
	Name:	Jack<br> Heilbron
	Title:	Chief<br> Executive Officer

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

byand among

MURPHY CANYON ACQUISITION CORP.

CONDUIT MERGER SUB, INC.

and

CONDUIT PHARMACEUTICALS LIMITED

Datedas of November 8, 2022

TABLEOF CONTENTS

ARTICLE<br> I DEFINITIONS		2
Section 1.1	Certain<br> Definitions	2
Section 1.2	Construction	16
ARTICLE<br> II THE MERGER; CLOSING		17
Section 2.1	The<br> Merger	17
Section 2.2	Closing	17
Section 2.3	Effective<br> Time	18
Section 2.4	Organizational<br> Documents of Murphy and the Surviving
****	Corporation	18
Section 2.5	Directors	18
Section 2.6	Chief<br> Financial Officer	18
Section 2.7	No<br> Further Ownership Rights in Company Capital Stock.	18
Section 2.8	Rights<br> Not Transferable	19
Section 2.9	Taking<br> of Necessary Action; Further Action	19
ARTICLE<br> III ACTIONS PRIOR TO THE MERGER; CONVERSION OF SECURITIES; CONSIDERATION
		19
Section 3.1	CONVERSION<br> OF SECURITIES	19
Section 3.2	Payment<br> of Merger Consideration	21
Section 3.3	Withholding<br> Rights	21
Section 3.4	Register<br> of Members	22
Section 3.5	Payment<br> of Expenses	22
Section 3.6	Dissenter’s<br> Rights	23
ARTICLE<br> IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		23
Section 4.1	Organization<br> and Qualification	24
Section 4.2	Organizational<br> Documents.	24
Section 4.3	Capitalization	24
Section 4.4	Authority<br> Relative to this Agreement	25
Section 4.5	No<br> Conflict; Required Filings and Consents	26
Section 4.6	Permits;<br> Compliance	26
Section 4.7	Financial<br> Statements	26
Section 4.8	Undisclosed<br> Liabilities.	27
Section 4.9	Absence<br> of Certain Changes or Events	28
Section 4.10	Absence<br> of Litigation	28
Section 4.11	Employee<br> Benefit Plans	28
Section 4.12	Labor<br> Matters	29
Section 4.13	Real<br> Property; Title to and Sufficiency of Assets	30
Section 4.14	Intellectual<br> Property	30
Section 4.15	Taxes.	31
Section 4.16	Environmental<br> Matters	33
Section 4.17	Material<br> Contracts	33
Section 4.18	Insurance	35
Section 4.19	Internal<br> Controls	36

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| --- | | Section | --- | --- | --- | | Section | Section | Section | Section | Section | Section | Section | Section | Section | ARTICLE | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | Section | ARTICLE | Section | Section | Section | Section | ARTICLE | Section | Section | Section 4.20 | Registration Statement | 36 | 4.21 | Support Agreement | 36 | 4.22 | Board Approval; Vote Required | 36 | 4.23 | Brokers | 36 | 4.24 | Takeover Laws | 37 | 4.25 | International Trade Matters; Anti-Bribery Compliance | 37 | 4.26 | Related Party Transactions | 38 | 4.27 | Not An Investment Company | 38 | 4.28 | Exclusivity of Representations and Warranties | 38 | 4.29 | Full Disclosure | 38 | V REPRESENTATIONS AND WARRANTIES OF MURPHY AND MERGER SUB | | 39 | 5.1 | Corporate Organization | 39 | 5.2 | Murphy and Merger Sub Organizational Documents | 39 | 5.3 | Capitalization | 40 | 5.4 | Authority Relative to This Agreement | 40 | 5.5 | No Conflict; Required Filings and Consents | 41 | 5.6 | Compliance | 41 | 5.7 | Murphy SEC Documents and Financial Statements | 42 | 5.8 | Absence of Certain Changes or Events | 43 | 5.9 | Absence of Litigation | 43 | 5.10 | Board Approval; Vote Required | 43 | 5.11 | No Prior Operations of Merger Sub | 43 | 5.12 | Murphy Trust Fund | 44 | 5.13 | Employees | 44 | 5.14 | Taxes | 44 | 5.15 | Listing | 47 | 5.16 | Investment Company Act | 47 | 5.17 | Registration Statement | 47 | 5.18 | Contracts | 47 | 5.19 | Brokers | 47 | 5.20 | Sponsor Support Agreement | 47 | 5.21 | Murphy’s and Merger Sub’s Investigation and Reliance | 48 | 5.22 | Full Disclosure | 48 | VI CONDUCT OF BUSINESS PENDING THE MERGER | | 48 | 6.1 | Conduct of Business by the Company Pending the Merger | 48 | 6.2 | Conduct of Business by Murphy Pending the Merger | 51 | 6.3 | Claims Against Trust Account | 51 | 6.4 | Applicable Per Share Merger Consideration | 52 | VII ADDITIONAL AGREEMENTS | | 52 | 7.1 | Preparation of Registration Statement; Special Meeting; Company Requisite Approval | 52 | 7.2 | Access to Information; Confidentiality; Publicity | 54 | 7.3 | Exclusivity | 55 |

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| --- | | Section 7.4 | Employment Agreements. | 57 | | --- | --- | --- | | Section 7.5 | Directors’ and Officers’ Indemnification | 57 | | Section 7.6 | Transaction Litigation | 57 | | Section 7.7 | Tax Matters | 59 | | Section 7.8 | Stock Exchange Listing | 60 | | Section 7.9 | Murphy Public Filings | 60 | | Section 7.10 | Efforts to Consummate; Antitrust; Regulatory Approvals | 60 | | Section 7.11 | Trust Account | 62 | | Section 7.12 | Section 16 Matters | 62 | | Section 7.13 | Preparation and Delivery of PCAOB Audited Financial Statements and Interim Financial Statements. | 62 | | Section 7.14 | Support of Transaction | 63 | | Section 7.15 | Notice of Certain Events | 63 | | ARTICLE VIII CONDITIONS TO THE MERGER | | 63 | | Section 8.1 | Conditions to the Obligations of Each Party | 63 | | Section 8.2 | Conditions to the Obligations of Murphy and Merger Sub | 65 | | Section 8.3 | Conditions to the Obligations of the Company. | 66 | | Section 8.4 | Frustration of Conditions | 67 | | ARTICLE IX TERMINATION, AMENDMENT AND WAIVER | | 67 | | Section 9.1 | Termination | 67 | | Section 9.2 | Effect of Termination | 68 | | Section 9.3 | Expenses | 68 | | Section 9.4 | Amendment | 68 | | Section 9.5 | Waiver | 68 | | ARTICLE X NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES | | 69 | | Section 10.1 | Non-Survival | 69 | | ARTICLE XI GENERAL PROVISIONS | | 69 | | Section 11.1 | Notices | 69 | | Section 11.2 | Severability | 71 | | Section 11.3 | Entire Agreement; Assignment | 71 | | Section 11.4 | Parties in Interest | 71 | | Section 11.5 | Governing Law | 71 | | Section 11.6 | WAIVER OF JURY TRIAL | 72 | | Section 11.7 | Headings | 72 | | Section 11.8 | Counterparts | 72 | | Section 11.9 | Specific Performance | 72 | | Section 11.10 | Legal Representation | 72 |

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MERGERAGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of November 8, 2022 (this “Agreement”), is entered into by and among (i) Murphy Canyon Acquisition Corp., a Delaware corporation (“Murphy”), (ii) Conduit Merger Sub, Inc., a Cayman Islands exempted company (“Merger Sub”), and (iii) Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (the “Company”). Murphy, Merger Sub, and the Company are sometimes referred to individually herein as a “Party” and, collectively, the “Parties”.

WHEREAS, Murphy is a special purpose acquisition company incorporated in Delaware and formed to acquire one or more operating businesses through a business combination;

WHEREAS, Merger Sub is a newly formed, wholly owned, direct subsidiary of Murphy and was formed for the sole purpose of the Merger;

WHEREAS, subject to the terms and conditions of this Agreement and in accordance with the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), at the Effective Time, Merger Sub will merge with and into the Company pursuant to the Merger, with the Company surviving as the Surviving Corporation;

WHEREAS, in connection with the Merger, the Shareholders will be entitled to receive the Merger Consideration, as described in this Agreement;

WHEREAS, the Sponsor, certain of Sponsor’s Affiliates and Murphy have entered into a Sponsor Support Agreement, dated as of the date hereof (the “Sponsor Support Agreement”), providing that, among other things, the Principal Shareholders will vote in favor of this Agreement and the Transactions (including the Merger);

WHEREAS, Murphy and the Principal Shareholders, contemporaneously with the execution and delivery of this Agreement, have entered into the Shareholder Support Agreement, dated as of the date hereof (the “Shareholder Support Agreement”), providing that, among other things, the Principal Shareholders will vote in favor of this Agreement and the Transactions (including the Merger);

WHEREAS, at the Closing, Murphy, certain stockholders of Murphy and certain Shareholders will enter into an Amended and Restated Registration Rights Agreement with Murphy (the “Registration Rights Agreement”), which will, among other things, govern the registration of certain Company Ordinary Shares for resale and also provide for a lock-up pertaining to certain Company Ordinary Shares owned by such Shareholders and which shall be effective as of the Closing.

WHEREAS, in connection with the Merger, Murphy shall adopt the second amended and restated certificate of incorporation (the “Amended Charter”) in the form attached hereto as Exhibit B, to provide for, among other things, an increase in the number of authorized shares of Murphy Common Stock;

WHEREAS, in connection with the Merger, Murphy shall adopt the amended and restated bylaws (the “Amended Bylaws”) in the form attached hereto as Exhibit C;

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WHEREAS, in connection with the transactions contemplated by this Agreement, Murphy will enter into subscription agreements (each, as amended or modified from time to time, a “Subscription Agreement”), with certain persons providing for aggregate investments in Murphy Common Stock in a private placement of an amount not less than $27,000,000 and valued in an amount of $10.00 per share (the “PIPE Financing”);

WHEREAS, the respective boards of directors of each of Murphy, Merger Sub and the Company have each (a) unanimously approved and declared advisable this Agreement and the Transactions upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL and the Companies Act, as applicable, and (b) adopted a resolution recommending to their respective stockholders or shareholders, as the case may be, the approval and adoption of this Agreement and the Transactions;

WHEREAS, the sole shareholder of Merger Sub has approved and declared advisable this Agreement and the Transactions upon the terms and subject to the conditions of this Agreement and in accordance with the Companies Act;

WHEREAS, each of the Parties intends that, for United States federal income tax purposes, (a) this Agreement shall be adopted as a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations Section 1.368-2(g) and (b) the Merger shall constitute an integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations to which the Murphy, Merger Sub and the Company are parties within the meaning of Section 368(b) of the Code (collectively, the “Intended Tax Treatment”); and

WHEREAS, all capitalized terms not defined in these Recitals shall have the respective meanings ascribed to them in this Agreement;

NOW,THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section1.1 Certain Definitions. For purposes of this Agreement:

“Action” has the meaning set forth in Section 4.10.

“Additional Murphy SEC Documents” has the meaning set forth in Section 5.7(a).

“Affiliate” of a specified Person means a Person who, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person. For the avoidance of doubt, Merger Sub shall be deemed to be an Affiliate of Murphy.

“Affiliate Transaction” has the meaning set forth in Section 4.26.

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“Agreement” has the meaning set forth in the preamble of this Agreement.

“Amended Bylaws” has the meaning set forth in the recitals of this Agreement.

“Amended Charter” has the meaning set forth in the recitals of this Agreement.

“Ancillary Agreements” means the Amended Charter, the Amended Bylaws, the Shareholder Support Agreement, the Sponsor Support Agreement, the Registration Rights Agreement, the Subscription Agreements, and all other agreements, certificates and instruments executed and delivered by the Parties in connection with the Transactions and specifically contemplated by this Agreement.

“Anti-Corruption Laws” means any applicable Laws relating to anti-bribery or anti- corruption (governmental or commercial), including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.S. Travel Act, 18 U.S.C. § 1952, and the U.K. Bribery Act 2010, and any other equivalent or comparable Laws of other countries in which the Company has conducted and/or currently conducts business, when applicable.

“Antitrust Laws” has the meaning set forth in Section 7.10(c).

“Applicable Per Share Merger Consideration” means, with respect to each holder of Company Ordinary Shares, including Company Ordinary Shares issued upon the Company Convertible Debt Conversion, such holder’s pro rata portion of the Closing Payment Shares for each Company Ordinary Share issued and outstanding as of the Effective Time after giving effect to the Company Convertible Debt Conversion as specified on Exhibit A as updated pursuant to Section 6.4.

“Blue Sky Laws” has the meaning set forth in Section 4.5(b).

“Books and Records” means books and records (whether written, electronic, or otherwise embodied) in which a Person’s assets, the business or its transactions are otherwise reflected, other than stock books and minute books.

“Business Data” means all business information and data, including Personal Information (whether of employees, contractors, consultants, customers, consumers, or other Persons and whether in electronic or any other form or medium) that is accessed, collected, used, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Business Systems or otherwise in the course of the conduct of the business of the Company.

“Business Day” means any day on which the principal offices of the SEC in Washington, D.C. are customarily open to accept filings, or, in the case of determining a date when any payment is due, any day on which banks are not required or authorized to close in New York, NY.

“Business Systems” means all Software, computer hardware (whether general or special purpose), electronic data processing, information, record keeping, communications, telecommunications, networks, interfaces, platforms, servers, peripherals, and computer systems, including any outsourced systems and processes, that are owned or used or held for use in the conduct of the Company Business.

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“Claims” has the meaning set forth in Section 6.3.

“Closing” has the meaning set forth in Section 2.2.

“Closing Date” has the meaning set forth in Section 2.2.

“Closing Payment Shares” means sixty-five million (65,000,000) shares of Murphy Common Stock.

“Code” has the meaning set forth in the recitals of this Agreement.

“Companies Act” has the meaning set forth in the recitals of this Agreement.

“Company” has the meaning set forth in the preamble of this Agreement.

“Company Acquisition Proposal” means any proposal or offer from a Person or a “group” (as defined in the Exchange Act) relating to (a) any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, of (i) any equity ownership in the Company or any of its controlled Affiliates or (ii) all or a material portion of assets or businesses of the Company or any of its controlled Affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in the Company or any of its controlled Affiliates. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Agreements or the Transactions shall constitute a Company Acquisition Proposal.

“Company Affiliate Agreement” means any Contract between the Company, on the one hand, and a Related Party, on the other hand.

“Company Board Recommendation” has the meaning set forth in Section 7.1(f).

“Company Business” means acquiring, developing, researching, commercializing, licensing, sublicensing, out-licensed, in-licensed, distributing, selling, funding, investing in, and the management of pharmaceutical, therapeutic, biologic and/or medicinal product candidates or devices, including, but not limited to, entering into strategic partnerships, joint ventures, development, royalty, commercialization, licensing, funding, investment and/or collaboration agreements related thereto.

“Company Capital Stock” means the Company Ordinary Shares and includes Company Ordinary Shares issued upon the Company Convertible Debt Conversion.

“Company Convertible Debt” means, collectively, (i) the convertible notes issued by the Company prior to the date hereof that are listed on Schedule 4.3(d) of the Company Disclosure Schedule, and (ii) the convertibles notes that may be issued by the Company following the date hereof but prior to the Closing Date pursuant to Section 6.1(a), provided that the Company shall promptly provide Murphy with notice, including all information that is required by Section 4.3(d), after any such issuance.

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“Company D&O Insurance” has the meaning set forth in Section 7.5(b).

“Company Debt” means the following consolidated obligations of the Company: (a) all indebtedness for borrowed money or in respect of loans or advances of any kind or for the deferred purchase price of property or services, including “earn-out” payments; (b) all liabilities evidenced by bonds, debentures, promissory notes, mortgages or other debt instruments and debt securities; (c) all guarantees of the debt of other Persons on assets or properties of such Person, whether or not the obligations secured thereby have been assumed; (d) contingent reimbursement obligations with respect to letters of credit, bankers’ acceptance or similar facilities (in each case to the extent drawn); (e) obligations under capitalized leases, (f) any unfunded or underfunded liabilities pursuant to any pension or nonqualified deferred compensation plan or arrangement and any earned but unpaid compensation (including salary, bonuses and paid time off) for any period prior to the Closing Date; and (g) guarantees, make-whole agreements, hold harmless agreements or other similar arrangements with respect to any amounts of a type described in clauses (a) through (f) above, and with respect to each of the foregoing, any unpaid interest, breakage costs, prepayment or redemption penalties or premiums, or other unpaid fees or obligations. For the avoidance of doubt, Company Debt shall not include any trade payables or other accounts payable incurred in the ordinary course of business to suppliers or other service providers. The amount of Company Debt as of the date hereof is set forth on Schedule 1.01(b) of the Company Disclosure Schedules.

“Company Disclosure Schedules” has the meaning set forth in the preamble to Article IV.

“Company Employees” has the meaning set forth in Section 4.11(a).

“Company IP” means, collectively, all Company-Owned IP and Company-Licensed IP.

“Company-Licensed IP” means all Intellectual Property rights owned or purported to be owned by a third party and licensed to the Company or to which the Company otherwise has a right to use.

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“Company Material Adverse Effect” means any event, circumstance, change, effect or occurrence (collectively “Effect”) that, individually or in the aggregate with all other Effects, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets or results of operations of the Company or (b) has a material adverse effect on the ability of the Company to consummate the Transactions in accordance with the terms of this Agreement; provided, however, that for purposes of clause (a) above, any Effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Company Material Adverse Effect: (i) any change or proposed change in the interpretation of any Law (including any COVID-19 Measures) after the date of this Agreement; (ii) events or conditions generally affecting the industries or geographic areas or markets in which the Company operates; (iii) any material downturn in general economic conditions, including material changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, cyberterrorism (including ransomware attacks), epidemics, pandemics or disease outbreaks (including COVID-19), or any escalation or worsening of any of the foregoing; (v) any hurricane, tornado, flood, earthquake, wild fire, natural disaster, or other acts of God or other force majeure event, including, for the avoidance of doubt, COVID-19 and any COVID-19 Measures, (vi) any actions taken or not taken by the Company as required by this Agreement or any Ancillary Agreement, (vii) any fact, event, circumstance, change or effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, distributors, licensors, partners, providers, employees or Governmental Authorities), provided, however, that the exceptions in clauses (vi) or (vii) shall not be deemed to apply to references to “Material Adverse Effect” in the representations and warranties set forth in Section 4.9(a) and, to the extent related thereto, the condition in Section 8.2(a), or (viii) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided, that clause (viii) shall not prevent or otherwise affect a determination that any event, change, fact or circumstance underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect, and provided, further, that any event, change, fact or circumstance referred to in clauses (i), (ii), (iii), and (v) may be taken into account in determining if a “Company Material Adverse Effect” occurred to the extent it has a disproportionate impact on the Company as compared to similarly situated companies in the industry in which the Company conducts its operations.

“Company Ordinary Shares” means the Company’s ordinary shares, with a par value of GBP0.0001 per share.

“Company Organizational Documents” means the Certificate of Incorporation of the Company, as issued by with the Assistant Registrar of Companies, Cayman Islands, on December 21, 2018, together with the Memorandum and Articles of Association of the Company, as filed with the Assistant Registrar of Companies, Cayman Islands, on December 21, 2018, as each may have been amended, supplemented, designated or modified from time to time.

“Company-Owned IP” means all Intellectual Property rights owned or purported to be owned by the Company.

“Company Permits” has the meaning set forth in Section 4.6.

“Company Requisite Approval” means the affirmative vote of the holders of at least a two- thirds majority of the outstanding shares of the Company Ordinary Shares, voting together as a single class.

“Confidential Information” means any information, knowledge or data concerning the businesses and affairs of the Company, or any Suppliers or customers of the Company or Murphy or its subsidiaries (as applicable) that is not already generally available to the public.

“Confidentiality Agreement” has the meaning set forth in Section 7.2(b). “Contribution” has the meaning set forth in Section 4.14(d).

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“Contributor” has the meaning set forth in Section 4.14(d).

“control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, or as trustee or executor, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, as trustee or executor, by contract or otherwise.

“Copyright License” means any license that requires, as a condition of use, modification or distribution of software or other Intellectual Property subject to such license, that such software or other Intellectual Property subject to such license, or other software or other Intellectual Property incorporated into, derived from, used or distributed with such software or other Intellectual Property subject to such license (a) in the case of software, be made available or distributed in a form other than binary (e.g., source code form), (b) be licensed for the purpose of preparing derivative works, (c) be licensed under terms that allow the Products or portions thereof or interfaces therefor to be reverse engineered, reverse assembled or disassembled (other than by operation of Law) or (d) be redistributable at no license fee.

“COVID-19” shall mean SARS-CoV-2 or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemics or disease outbreaks.

“COVID-19 Measures” means any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down, closure, sequester, workplace safety or similar Law promulgated by any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to COVID-19, including the CARES Act and Families First Act.

“D&O Indemnified Persons” has the meaning set forth in Section 7.5(a).

“D&O Insurance” has the meaning set forth in Section 7.5(b).

“D&O Tail Insurance” has the meaning set forth in Section 7.5(c).

“DGCL” means the General Corporation Law of the State of Delaware.

“Dissenting Shares” has the meaning set forth in Section 3.6(a).

“Effective Time” has the meaning set forth in Section 2.3.

“Environmental Laws” means any applicable Law, and any United States federal, state or local or non-United States laws relating to: (a) pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient or indoor air, soil, soil gas, surface water, groundwater, sediments, surface or subsurface strata); or (b) concerning the release, threatened release, presence of, exposure to, contamination of, or any injury or threat of injury to persons or property relating to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, sale, distribution, labeling, disposal or remediation of any Hazardous Substances or materials containing Hazardous Substances. The term “Environmental Law” includes the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; and the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq; the Safe Drinking Water and Toxic Enforcement Act of 1986, 27 Cal. Code Regs., §§ 25249 et seq, and Federal Insecticide, Fungicide, and Rodenticide Act.

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“Environmental Claim” means any action, suit, claim, investigation or other proceeding by any person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources assessments and damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the actual or alleged presence, generation, use, handling, transportation, storage, treatment, disposal, threatened Release or Release of, or exposure to, any Hazardous Substances; (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit; or (c) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” has the meaning set forth in Section 4.11(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the quotient of (a) the Merger Consideration, divided by (b) the number of shares of Company Capital Stock.

“Export Control Laws” has the meaning set forth in Section 4.25(a).

“GAAP” has the meaning set forth in Section 4.7(a).

“Governmental Authority” has the meaning set forth in Section 4.5(b).

“Hazardous Substance(s)” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, carcinogenic, mutagenic, radioactive, a pollutant, a contaminant or is otherwise characterized by words of similar import or regulatory effect or that could give rise to Liability under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, natural gas, synthetic gas, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, polychlorinated biphenyls and per- and polyfluoroalkyl substances.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

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“Immediate Family” means, with respect to any natural person, such person’s spouse or domestic partner, lineal ancestor or descendant, or sibling, including any adoptive relationship and relationships through marriage.

“Intellectual Property” means any and all of the following in any jurisdiction throughout the world (a) patents and patent applications, together with all reissues, continuations, continuations-in-part, divisionals, extensions or reexaminations thereof; (b) trademarks and service marks, trade dress, trade names, corporate names, any other indicia of source or origin, and all applications, registrations, and renewals in connection therewith, together with all of the goodwill associated with the foregoing; (c) copyrights and other works of authorship (whether or not copyrightable), and moral rights, and registrations and applications for registration, renewals and extensions thereof; (d) trade secrets, know-how and other confidential information, in each instance, that derive independent economic value from not being generally known to the public and not being readily ascertainable by other Persons; (e) Internet domain names, social media accounts, websites and content; (f) Software and rights in Software.

“Intended Tax Treatment” has the meaning set forth in the recitals of this Agreement.

“Interim Balance Sheet” has the meaning set forth in Section 4.7(b).

“Interim Financial Statements” has the meaning set forth in Section 4.7(b).

“International Trade Control Laws” has the meaning set forth in Section 4.25(a).

“International Trade Laws” means all applicable laws, regulations, rules and licenses of the United States and other governments, including but not limited to, the sanctions, embargoes and restrictions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the Foreign Trade Regulations administered by the U.S. Department of Commerce’s Bureau of Census, the anti-boycott regulations administered by the U.S. Department of Commerce and the U.S. Department of the Treasury.

“Investment Company Act” has the meaning set forth in Section 4.27.

“Knowledge” or “to the Knowledge” of a Person shall mean (i) in the case of the Company, the actual knowledge of the Persons listed on Schedule 1.01(c) of the Company Disclosure Schedules after reasonable inquiry, or (ii) in the case of Murphy, the actual knowledge of the Persons listed on Schedule 1.01(c) of the Murphy Disclosure Schedules after reasonable inquiry.

“Law” means any federal, state, local or foreign (including the general principles of common law, civil law and equity) statute, law, ordinance, regulation, code, executive order, injunction, judgment, decree, constitution, convention, treaty, common law, act, code, edict, determination, binding interpretation, subpoena, decision, verdict, judgment, award, administrative requirement, decree and the rules and regulations promulgated thereunder, in each case enacted, promulgated or imposed by any Governmental Authority, and to the extent they have the force of law, any policies, guidelines and notices of any Governmental Authority.

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“Leased Real Property” means the real property leased by the Company as tenant, together with, to the extent leased by the Company, all buildings and other structures, facilities or Improvements located thereon.

“Liabilities” means any and all liabilities, Indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities due or to become due.

“Lien” means any lien, security interest, mortgage, pledge, adverse claim or other encumbrance of any kind that secures the payment or performance of an obligation (other than those created under applicable Securities Laws).

“Material Contracts” has the meaning set forth in Section 4.17(a).

“Merger Consideration” means six hundred and fifty million dollars ($650,000,000).

“Merger Sub” has the meaning set forth in the preamble of this Agreement.

“Merger Sub Ordinary Shares” has the meaning set forth in Section 5.3(b).

“Merger Sub Organizational Documents” means the certificate of incorporation and memorandum and articles of association of Merger Sub, as amended, modified or supplemented from time to time.

“Murphy” has the meaning set forth in the preamble of this Agreement.

“Murphy Acquisition Proposal” means any proposal or offer from a Person or a “group” (as defined in the Exchange Act) relating to (a) any direct or indirect acquisition or purchase, in a single transaction or series of related transactions, of (i) any equity ownership in Murphy or any of its controlled Affiliates or (ii) all or a material portion of assets or businesses of Murphy or any of its controlled Affiliates (in the case of each of clause (i) and (ii), whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, tender offer or otherwise), or (b) any equity or similar investment in Murphy or any of its controlled Affiliates. Notwithstanding the foregoing or anything to the contrary herein, none of this Agreement, the Ancillary Agreements or the Transactions shall constitute a Murphy Acquisition Proposal.”

“Murphy Board” has the meaning set forth in Section 5.10(a).

“Murphy Board Recommendation” has the meaning set forth in Section 7.1(e).

“Murphy Certificate of Incorporation” means the Amended and Restated Certificate of Incorporation of Murphy, dated February 2, 2022.

“Murphy Class A Common Stock” means, at all times prior to the Effective Time, Murphy’s Class A Common Stock, par value $0.0001 per share.

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“Murphy Class B Common Stock” means, at all times prior to the Effective Time, Murphy’s Class B Common Stock, par value $0.0001 per share.

“Murphy Common Stock” means, at all times prior to the Effective Time, Murphy Class A Common Stock and Murphy Class B Common Stock, collectively.

“Murphy Disclosure Schedules” has the meaning set forth in the preamble to Section 4.29.

“Murphy Financial Statements” has the meaning set forth in Section 5.7(b).

“Murphy Material Adverse Effect” means any Effect that, individually or in the aggregate with all other Effects, (a) has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets or results of operations of Murphy or (b) has a material adverse effect on the ability of Murphy and/or Merger Sub to consummate the Transactions in accordance with the terms of this Agreement; provided, however, that for purposes of clause (a) above, any Effects directly or indirectly attributable to, resulting from, relating to or arising out of the following (by themselves or when aggregated with any other, changes or effects) shall not be deemed to be, constitute, or be taken into account when determining whether there has or may, would or could have occurred a Murphy Material Adverse Effect: (i) any change or proposed change in the interpretation of any Law (including any COVID-19 Measures) after the date of this Agreement; (ii) events or conditions generally affecting the industries or geographic areas or markets in which Murphy operates; (iii) any material downturn in general economic conditions, including material changes in the credit, debt, securities, financial or capital markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets); (iv) acts of war, sabotage, civil unrest, terrorism, cyberterrorism (including ransomware attacks), epidemics, pandemics or disease outbreaks (including COVID-19), or any escalation or worsening of any of the foregoing; (v) any hurricane, tornado, flood, earthquake, wild fire, natural disaster, or other acts of God or other force majeure event, including, for the avoidance of doubt, COVID-19 and any COVID-19 Measures, (vi) any actions taken or not taken by Murphy as required by this Agreement or any Ancillary Agreement, (vii) any fact, event, circumstance, change or effect attributable to the announcement or execution, pendency, negotiation or consummation of the Merger or any of the other Transactions (including the impact thereof on relationships with customers, suppliers, distributors, licensors, partners, providers, employees or Governmental Authorities), provided, however, that the exceptions in clauses (vi) or (vii) shall not be deemed to apply to references to “Murphy Material Adverse Effect” in the representations and warranties set forth in Section 5.8 and, to the extent related thereto, the condition in Section 8.3(a), or (viii) any failure to meet any projections, forecasts, guidance, estimates, milestones, budgets or financial or operating predictions of revenue, earnings, cash flow or cash position (provided, that clause (viii) shall not prevent or otherwise affect a determination that any event, change, fact or circumstance underlying such failure to meet projections or forecasts has resulted in, or contributed to, or would reasonably be expected to result in or contribute to, a Murphy Material Adverse Effect, and provided, further, that any event, change, fact or circumstance referred to in clauses (i), (ii), (iii), and (v) may be taken into account in determining if a “Murphy Material Adverse Effect” occurred to the extent it has a disproportionate impact on Murphy as compared to similarly situated companies in the industry in which Murphy conducts its operations.

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“Murphy Organizational Documents” means the Murphy Certificate of Incorporation and bylaws, in each case as amended, modified or supplemented from time to time, which will be amended and restated in connection with the Merger as provided herein.

“Murphy Preferred Stock” has the meaning set forth in Section 5.3(a).

“Murphy Private Placement Warrants” has the meaning ascribed to “Private Warrant” in the Murphy SEC Reports as of the date of this Agreement.

“Murphy Proposals” has the meaning set forth in Section 7.1(b).

“Murphy Public Warrant” has the meaning ascribed to “Public Warrant” in the Murphy SEC Reports as of the date of this Agreement.

“Murphy SEC Documents” has the meaning set forth in Section 5.7(a).

“Murphy Units” means the units of Murphy issued in connection with its initial public offering, which such units are comprised of one share of Murphy Class A Common Stock and one Murphy Public Warrant, which ceased trading and were separated into their component parts as of March 28, 2022.

“Murphy Warrants” means, collectively, Murphy Public Warrants and Murphy Private Placement Warrants.

“Nasdaq” means the Nasdaq Global Select Market or The Nasdaq Global Market.

“Open Source License” means any license meeting the Open Source Definition (as promulgated by the Open Source Initiative) or the Free Software Definition (as promulgated by the Free Software Foundation), or any substantially similar license, including any license approved by the Open Source Initiative or any Creative Commons License. For the avoidance of doubt, Open Source Licenses include Copyright Licenses.

“Outside Date” has the meaning set forth in Section 9.1(b).

“Outstanding Company Transaction Expenses” has the meaning set forth in Section 3.5(a).

“Outstanding Murphy Transaction Expenses” has the meaning set forth in Section 3.5(b).

“Owned Real Property” means the land owned by the Company (collectively, the “Land”), together with all buildings and other structures, facilities, and other improvements located thereon (collectively, the “Improvements”); all right, title and interest of the Company if any, in and to any and all appurtenances, strips or gores, roads, easements, streets, alleys, drainage facilities and rights-of-way bounding any of the Land; all utility capacity, utilities, water rights, licenses, permits, entitlements, and bonds, if any, and all other rights and benefits attributable to the Land; and all rights of ingress and egress thereto; all transferable consents, authorizations, variances or waivers, licenses, permits and approvals from any Governmental Authority in connection with the Land or the Improvements held by or granted to the Company any of its respective predecessors in title, and/or the agents thereof with respect to the Land or the Improvements; all right, title and interest of the Company in and to all site plans, surveys, soil and substratus studies, and engineering and architectural drawings, plans and specifications, in the possession or control of the Company relating to the Land or Improvements; all equipment and other personal property owned by the Company located on and/or exclusively used in connection with the operation of the Land or Improvements; and all written service and maintenance contracts and other written contracts, if any, relating to the Land or Improvements.

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“Party” and “Parties” have the meaning set forth in the preamble of this Agreement.

“PCAOB Audited Financial Statements” has the meaning set forth in Section 4.7(c).

“Permitted Liens” means: (a) such imperfections of title, easements, encumbrances, Liens or restrictions that do not materially impair the current use of the Company’s assets that are subject thereto; (b) Liens for Taxes not yet due and payable, or being contested in good faith for which adequate reserves have been set aside according to GAAP; (c) zoning, entitlement, conservation restriction and other land use and environmental regulations promulgated by Governmental Authorities, (d) non-exclusive licenses, sublicenses or other rights to Intellectual Property owned by or licensed to the Company granted to any licensee in the ordinary course of business; (e) non- monetary Liens, encumbrances and restrictions on real property (including easements, covenants, rights of way and similar restrictions of record) that do not materially interfere with the present uses of such real property; and (f) materialmen’s, mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s, landlord’s, and other similar Liens arising in the ordinary course of business, or deposits to obtain the release of such Liens.

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, syndicate, person (including a “person” as defined in Section 13(d)(3) of the Exchange Act), trust, association or entity or government, political subdivision, agency or instrumentality of a government.

“Personal Information” means (a) information related to an identified or identifiable individual (e.g., name, address telephone number, email address, financial account number, health information, government-issued identifier), (b) any other data used or intended to be used or which allows one to identify, contact, or precisely locate an individual, device or household, including any internet protocol address or other persistent identifier, and (c) any other, similar information or data regulated by Privacy/Data Security Laws.

“PIPE Financing” has the meaning set forth in the recitals of this Agreement.

“Plan” has the meaning set forth in Section 4.11(a).

“Plan of Merger” has the meaning set forth in Section 2.3.

“Principal Shareholders” means (i) Corvus Capital Limited, (ii) St. George Street Capital Limited, and (iii) Algo Holdings, Inc.

“Prior Financial Statements” has the meaning set forth in Section 4.7(a).

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“Privacy/Data Security Laws” means all Laws, self-regulatory standards, third party system and platform requirements, and industry regulations governing (a) the receipt, collection, use, storage, processing, sharing, security, disclosure, transfer, sale, unauthorized access or modification, theft, loss, inaccessibility, breach, or transfer of Personal Information, Confidential Information, the Company’s Business Systems or Business Data and (b) unfair and deceptive practices, accessibility, advertising communications (e.g., text messages, emails, calls), PCI-DSS, location tracking and marketing.

“Products” mean any products or services, developed, manufactured, performed, out- licensed, sold, distributed other otherwise made available by or on behalf of the Company from which the Company has derived previously, is currently deriving or is scheduled to derive, revenue from the sale or provision thereof.

“Prohibited Party” has the meaning set forth in Section 4.25(b).

“Proxy Statement” means the proxy statement to be filed by Murphy as part of the Registration Statement with respect to the Special Meeting for the purpose of soliciting proxies from stockholders of Murphy to approve Murphy Proposals.

“Redeeming Shareholder” means a stockholder of Murphy who properly demands that Murphy redeem its Class A Common Stock for cash in connection with the Murphy Proposals and in accordance and in compliance with Murphy Organizational Documents.

“Registered Company IP” means patents, patent applications, registrations and applications for registration of trademarks, service marks, and trade dress, internet domains, and copyrights owned or licensed by the Company.

“Registration Rights Agreement” has the meaning set forth in the recitals of this Agreement.

“Registration Statement” has the meaning set forth in Section 7.1(a).

“Related Party” means, with respect to the Company, (a) any Affiliate of the Company or any Person who serves as a director, officer, general partner or managing member of such Affiliate;

(b) any Person who serves as a director, officer, general partner or managing member of the Company; (c) any Person that beneficially owns, directly or indirectly, at least 5% of the Company Capital Stock or any Affiliate described in clause (i) of such Person; or (d) any Immediate Family member of any Person described in clause (a), (b) or (c). For purposes of this definition, “Affiliate” shall not include the Company.

“Remedies Exceptions” has the meaning set forth in Section 4.4.

“Representatives” has the meaning set forth in Section 7.2.

“Sanctions Laws” has the meaning set forth in Section 4.25(a).

“Securities Act” means the Securities Exchange Act of 1933, as amended.

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“Securities Laws” means the securities laws of any state, federal or foreign entity and the rules and regulations promulgated thereunder.

“Shareholder” means a holder of Company Ordinary Shares, including holders of shares of Company Ordinary Shares issued upon the Company Convertible Debt Conversion.

“Shareholder Support Agreement” has the meaning set forth in the recitals of this Agreement.

“Software” means all computer software (in object code or source code format), data and databases, and related documentation and materials.

“Special Meeting” means a meeting of the holders of Murphy Common Stock to be held for the purpose of approving the Murphy Proposals.

“Sponsor” means Murphy Canyon Acquisition Sponsor LLC, a Delaware limited liability company.

“Sponsor Support Agreement” has the meaning set forth in the recitals of this Agreement.

“Subscription Agreement” has the meaning set forth in the recitals of this Agreement.

“Subsidiary” means, with respect to a Person, any other Person, of which (a) an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) is owned directly or indirectly by such first Person or (b) such Persons controls any other Person. For the purposes hereof, the term “Subsidiary” shall include all subsidiaries of such Subsidiary.

“Supplier” means any Person that supplies inventory or other materials or personal property, components, or other goods or services that are utilized in or comprise the Products of the Company.

“Surviving Corporation” has the meaning set forth in Section 2.1.

“Surviving Corporation Organizational Documents” means the form of certificate of incorporation and articles and memorandum of association set forth on Exhibit D to this Agreement.

“Surviving Provisions” has the meaning set forth in Section 9.2.

“Tax” and “Taxes” means any U.S. federal, state, local, foreign, and other income, gross income, adjusted gross income or gross receipts, franchise, estimated, alternative or add-on minimum, sales, use, transfer, value added, excise, stamp, customs, duties, ad valorem, real property, personal property (tangible and intangible), capital stock, social security, unemployment, payroll, wage, employment, severance, occupation, registration, communication, mortgage, profits, license, lease, service, goods and services, withholding, disability, estimated, escheat, premium, turnover, windfall profits or other taxes of any kind whatsoever, together with any interest, penalties, additions to tax, or additional amounts imposed by any Governmental Authority with respect thereto.

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“Tax Return” means any return, information return, statement, declaration, claim for refund, estimate, report, or other document relating to Taxes that is filed or required to be filed with any Governmental Authority, including any schedule or attachment thereto and including any amendments thereof.

“Terminating Company Breach” has the meaning set forth in Section 9.1(d).

“Terminating Murphy Breach” has the meaning set forth in Section 9.1(e).

“Transactions” means the transactions contemplated by this Agreement, including the

Merger and the Ancillary Agreements.

“Treasury Regulations” means the final and temporary United States Treasury regulations issued pursuant to the Code.

“Treasury Shares” has the meaning set forth in Section 3.1(b)(ii). “Trust Account” has the meaning set forth in Section 5.12.

“Trust Agreement” means the Investment Management Trust Agreement, dated December 2, 2022, between Murphy and Wilmington Trust Company.

“Trust Fund” has the meaning set forth in Section 5.12.

“Trustee” has the meaning set forth in Section 5.12.

“Willful Breach” means, with respect to any agreement, a Party’s knowing and intentional material breach of any of its representations or warranties as set forth in such agreement, or such Party’s material breach of any of its covenants or other agreements set forth in such agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such Party with the Knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement.

“Withholding Agent” has the meaning set forth in Section 3.3.

Section1.2 Construction.

(a) Unless the context of this Agreement otherwise requires, (i) words of any gender include all other genders, (ii) words using the singular or plural number also include the plural or singular number, respectively, (iii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iv) the terms “Article,” “Section,” “Schedule” and “Exhibit” refer to the specified Article, Section, Schedule or Exhibit of or to this Agreement, (v) the word “including”, “include” or similar derivations means “including without limitation,” (vi) the word “or” shall be disjunctive but not exclusive, (vii) references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto, (viii) the word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and such phrase shall not mean simply “if”; and (ix) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation.

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(b) The phrases “delivered,” “provided to,” “furnished to,” “made available” and phrases of similar import when used herein, unless the context otherwise requires, means that a copy of the information or material referred to has been (i) provided no later than five days prior to the date of this Agreement to the Party to which such information or material is to be provided or furnished (A) in the “virtual data room” set up by the Company in connection with this Agreement or (B) by delivery to such Party or its legal counsel via electronic mail or hard copy form, or (ii) with respect to Murphy, filed with the SEC by Murphy no later than five days prior to the date hereof.

(c) When used herein, “ordinary course of business” means an action taken, or omitted to be taken, in the ordinary and usual course of the Company’s or Murphy’s business, as applicable, consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19 or COVID-19 Measures).

(d) The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent and no rule of strict construction shall be applied against any Party.

(e) Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day.

(f) All accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

ARTICLE II

THEMERGER; CLOSING

Section2.1 The Merger. On the terms and subject to the conditions set forth in this Agreement, at the Effective Time, (a) Merger Sub shall be merged with and into the Company in accordance with the Companies Act, and the separate corporate existence of Merger Sub shall thereupon cease, (b) the Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the “Surviving Corporation”) and become a wholly owned Subsidiary of Murphy, and the separate corporate existence of the Company with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger as provided in the Companies Act, and (c) the Merger shall have such other effects as provided in the Companies Act and this Agreement.

Section2.2 Closing. Subject to the terms and conditions of this Agreement, the closing of the Merger (the “Closing”) shall take place at the offices of Sichenzia Ross Ference LLP, 1185 Avenue of the Americas, 31st Floor, New York, New York 10036 on a date no later than three (3) Business Days after the satisfaction or waiver of all the conditions set forth in Article VIII that are required to be satisfied prior to the Closing Date, or at such other place and time as Murphy and the Company may mutually agree upon. The parties may participate in the Closing via electronic means. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.”

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Section2.3 Effective Time. Subject to the satisfaction or waiver of all of the conditions set forth in Article VIII of this Agreement, as soon as practicable following the Closing on the Closing Date the Company, Murphy and Merger Sub will cause a plan of merger relating to the Merger and other documents required by the Companies Act (collectively, the “Plan of Merger”) to be executed, acknowledged and filed with the Registrar of Companies of the Cayman Islands in accordance with the relevant provisions of the Companies Act. The Merger shall become effective at the time when the Plan of Merger has been duly filed with and accepted by the Registrar of Companies of the Cayman Islands or at such later date and time as may be agreed by the Parties in writing and specified in the Plan of Merger (such date and time, the “Effective Time”).

Section2.4 Organizational Documents of Murphy and the Surviving Corporation.

(a) At the Closing and immediately prior to the Effective Time, subject to obtaining the affirmative vote of the stockholders of Murphy for the Murphy Proposals in accordance with the Proxy Statement, Murphy shall cause the Murphy Organizational Documents to be amended and restated in their entirety to be the Amended Charter and the Amended Bylaws, respectively, until thereafter supplemented or amended in accordance with their respective terms and the DGCL. Without limiting the generality of the foregoing, as of the Effective Time, Murphy will change its corporate name to “Conduit Pharmaceuticals Inc.”

(b) At the Effective Time, by virtue of the Merger, the Company Organizational Documents, as in effect immediately prior to the Effective Time, shall be amended and restated in their entirety to read in the forms of the Surviving Corporation Organizational Documents, and as so amended and restated, will be the certificate of incorporation and articles and memorandum of association of the Surviving Corporation until thereafter supplemented or amended in accordance with their respective terms and the Companies Act.

Section2.5 Directors. Immediately after the Closing, the board of directors of the Surviving Corporation and of Murphy each shall consist of five (5) directors, consisting of (a) one

(1) director designated prior to Closing by the Sponsor and reasonably acceptable by the Company and (b) the remaining designated prior to the Closing by the Company; with at a least three (3) of the five (5) directors who will serve as independent directors satisfying the independence requirements of the Securities Act and the Nasdaq rules.

Section2.6 Chief Financial Officer. Immediately after the Closing, the Chief Financial Officer of Murphy, Adam Sragovicz shall be appointed Chief Financial Officer of the Company.

Section2.7 No Further Ownership Rights in Company Capital Stock. At the Effective Time, the register of members of the Company shall be closed and thereafter there shall be no further registration of transfers of Company Ordinary Shares on the records of the Company.

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Section2.8 Rights Not Transferable. The rights of the Shareholders as of immediately prior to the Effective Time are personal to each such Shareholder and shall not be assignable or otherwise transferable for any reason (except (i) in the case of an entity, by operation of Law or

(ii) in the case of a natural person, by will or the Laws of descent and distribution). Any attempted transfer of such right by any holder thereof (otherwise than as permitted by the immediately preceding sentence) shall be null and void.

Section2.9 Taking of Necessary Action; Further Action. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and interest in, to and under, and/or possession of, all assets, property, rights, privileges, powers and franchises of Merger Sub and the Company, the officers and directors of Merger Sub and the Company are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

ARTICLE III

ACTIONSPRIOR TO THE MERGER; CONVERSION OF SECURITIES;

CONSIDERATION

Section3.1 CONVERSION OF SECURITIES

(a) Company Convertible Debt. Prior to the Effective Time, all holders of Company Convertible Debt shall have converted their full principal amount of Company Convertible Debt that is issued and outstanding immediately prior to the Effective Time into a number of shares of Company Ordinary Shares at the then-effective conversion rate as calculated pursuant to the senior secured convertible promissory note agreements that govern the terms of the Company Convertible Debt (the “Company Convertible Debt Conversion”). After the Company Convertible Debt Conversion, the Company Convertible Debt shall no longer be outstanding and shall cease to exist, and each holder of Company Convertible Debt shall thereafter cease to have any rights with respect to such securities, except for its pro rata portion of the Closing Payment Shares.

(b) Cancellation of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Murphy, Merger Sub or the Company, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the Applicable Per Share Merger Consideration. For avoidance of any doubt, each Shareholder will cease to have any rights with respect to his, her or its Company Ordinary Shares, except the right to receive the Applicable Per Share Merger Consideration. At the Effective Time (and, for the avoidance of doubt, following the Company Convertible Debt Conversion), by virtue of the Merger and without any action on the part of any holder thereof:

(i) Company Ordinary Shares. Each Company Ordinary Share (including Company Ordinary Shares issued as a result of the Company Convertible Debt Conversion) that is issued and outstanding immediately prior to the Effective Time, other than the Dissenting Shares, shall thereupon be converted into the right to receive, and the holder of such share of Company Stock shall be entitled to receive, the Applicable Per Share Merger Consideration;

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(ii) Company Treasury Stock. Each Company Ordinary Share held in the treasury of the Company (“Treasury Shares”) immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto; and

(iii) Company Dissenting Share. Each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 3.6(a) and shall thereafter represent only the right to receive the applicable payments set forth in Section 3.6(a).

(c) Murphy Class B Common Stock. Each share of Murphy Class B Common Stock shall automatically convert into and become one validly issued, fully paid and non- assessable share of Murphy Class A Common Stock.

(d) Merger Sub Shares. Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall thereupon be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of the Surviving Corporation as of immediately following the Effective Time.

(e) Surrender of Certificates. All securities issued upon the surrender of Company Ordinary Shares in accordance with the terms hereof, shall be deemed to have been issued in full satisfaction of all rights pertaining to such securities, provided that any restrictions on the sale and transfer of such Company Ordinary Shares shall also apply to the Closing Payment Shares so issued in exchange.

(f) Lost, Stolen or Destroyed Certificates. In the event any certificates for Company Ordinary Shares shall have been lost, stolen or destroyed, Murphy shall cause to be issued in exchange for such lost, stolen or destroyed certificates and for each such share, upon the making of an affidavit of that fact by the holder thereof; provided, however, that Murphy may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificates to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Company or Murphy with respect to the certificates alleged to have been lost, stolen or destroyed.

(g) Adjustments. Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding securities of the Company or Murphy shall occur (other than the issuance of additional shares of the Company or Murphy as permitted by this Agreement), including by reason of any reclassification, recapitalization, share split (including a reverse share split), or combination, exchange, readjustment of shares, or similar transaction, or any share dividend or distribution paid in shares, the Exchange Ratio and the number of the Closing Payment Shares (as well as the Applicable Per Share Merger Consideration) payable to the Shareholders pursuant to this Agreement shall be appropriately adjusted to reflect such change; provided, however, that this sentence shall not be construed to permit Murphy or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

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Section3.2 Payment of Merger Consideration.

(a) Upon and subject to the terms and conditions of this Agreement, on the Closing Date, Murphy shall issue to each Shareholder such number of Closing Payment Shares as set forth opposite such Shareholder’s name on Exhibit A.

(b) No certificates or scrip representing fractional Murphy Class A Common Stock will be issued pursuant to the Merger, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of Murphy.

(c) Each certificate issued pursuant to the Merger to any Shareholder shall bear the legend set forth below, or a legend substantially equivalent thereto, together with any other legends that may be required by any securities laws at the time of the issuance of the Closing Payment Shares:

“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL (I) SUCH OFFER, SALE, TRANSFER, PLEDGE OR HYPOTHECATION HAS BEEN REGISTERED UNDER THE ACT OR (II) THE ISSUER OF THE SHARES HAS RECEIVED AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS IN COMPLIANCE WITH THE ACT.”

Section3.3 Withholding Rights. Each of Murphy and Merger Sub (each, a “Withholding Agent”) shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person such amounts as it is required to deduct and withhold with respect to the making of such payment under applicable Law; provided that prior to making any deduction or withholding pursuant to this Section 3.3, the Withholding Agent shall use reasonable best efforts to provide the Shareholders with advance written notice of any such intended deduction or withholding (other than any withholding on amounts properly treated as compensation to employees for U.S. federal income Tax purposes) at least ten (10) days before the making of such payment, and the Withholding Agent shall consult with the Company and/or its Shareholders in good faith to determine whether such deduction and withholding is required under applicable Law and cooperate in good faith with the Shareholders to obtain any available exception from, or reduction in, such deduction or withholding (including through the request and provision of any statements, forms, or other documents to reduce or eliminate any such deduction or withholding) pursuant to this Section 3.3 to the extent permitted under applicable Law. To the extent that amounts are so withheld by the Withholding Agent or any of their respective Affiliates with respect to any Person and are properly remitted to the applicable Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid on behalf of such Person in respect of which such deduction and withholding was made. In the case of any such payment payable to employees of the Company or its Affiliates in connection with the Merger treated as compensation, the parties shall cooperate to pay such amounts through the Company’s payroll to facilitate applicable withholding.

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Section3.4 Register of Members. At the Effective Time, the register of members of the Company shall be closed and there shall be no further registration of transfers of Company Capital Stock thereafter on the records of the Company. From and after the Effective Time, the holders of Certificates representing Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Company Capital Stock, except as otherwise provided in this Agreement or by Law. On or after the Effective Time, any Certificates presented to Murphy for any reason shall be converted into the Merger Consideration in accordance with the provisions of Section 3.1.

Section3.5 Payment of Expenses.

(a) No sooner than five nor later than two Business Days prior to the Closing Date, the Company shall provide to Murphy a written report setting forth a list of all of the following fees and expenses incurred by or on behalf of the Company and/or the Shareholders in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: (i) the fees and disbursements of outside counsel to the Company incurred in connection with the Transactions and (ii) the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by the Company in connection with the Transactions (collectively, the “Outstanding Company Transaction Expenses”). On the Closing Date concurrent with the Closing, Murphy shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding Company Transaction Expenses.

(b) No sooner than five nor later than two Business Days prior to the Closing Date, Murphy shall provide to the Company a written report setting forth a list of all of the following fees and expenses incurred by or on behalf of Murphy and/or Merger Sub in connection with the preparation, negotiation and execution of this Agreement and the consummation of the Transactions (together with written invoices and wire transfer instructions for the payment thereof), solely to the extent such fees and expenses are incurred and expected to remain unpaid as of the close of business on the Business Day immediately preceding the Closing Date: (i) the fees and disbursements of outside counsel to the Company incurred in connection with the Transactions and (ii) the fees and expenses of any other agents, advisors, consultants, experts, financial advisors and other service providers engaged by the Company in connection with the Transactions (collectively, the “Outstanding Murphy Transaction Expenses”). On the Closing Date concurrent with the Closing, Murphy shall pay or cause to be paid by wire transfer of immediately available funds all such Outstanding Murphy Transaction Expenses.

(c) Neither Murphy nor the Surviving Corporation shall be liable to any holder of Company Capital Stock for any such Company Capital Stock (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law.

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(d) Murphy shall not pay or cause to be paid any Outstanding Murphy Transaction Expenses or Outstanding Company Transaction Expenses other than in accordance with this Section 3.5.

Section3.6 Dissenter’s Rights.

(a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Companies Act, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by Shareholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing dissenter’s rights for such Company Capital Stock in accordance with the Companies Act and otherwise complied at all times with all of the provisions of the Companies Act relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares”) shall not be converted into, and such Shareholders shall have no right to receive, the applicable Merger Consideration in accordance with the provisions of Section 3.1, unless and until such Shareholder fails to perfect or withdraws or otherwise loses his, her or its dissenter’s rights and payment under the Companies Act. Any Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenter’s rights as to such shares of Company Capital Stock under the Companies Act shall thereupon be deemed to have such shares of Company Capital Stock converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Merger Consideration in accordance with the provisions of Section 3.1, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such shares of Company Capital Stock.

(b) Prior to the Closing, the Company shall give Murphy (i) prompt notice of any demands for dissenter’s rights received by the Company (which demands must, for the avoidance of doubt, be received prior to the passing of the Company Requisite Approval in accordance with the Companies Act) and any withdrawals of such demands, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for dissenter’s rights under the Companies Act. The Company shall not, except with the prior written consent of Murphy (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any demands for dissenter’s rights or offer to settle or settle any such demands.

ARTICLE IV

REPRESENTATIONSAND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules delivered as of the date hereof by the Company to Murphy in connection with this Agreement (the “Company Disclosure Schedules”), the Company hereby represents and warrants to Murphy that each of the following representations and warranties is true, correct and complete as of the date of this Agreement (or, if such representations and warranties are made with respect to a certain date, as of such date). Any disclosure made with respect to a section of this Article IV shall be deemed to qualify any other section of this Article IV specifically referenced or cross-referenced therein or to the extent that it is readily apparent that such disclosure is applicable thereto.

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Section4.1 Organization and Qualification.

(a) The Company is an exempted company duly organized, validly existing and in good standing under the laws of the Cayman Islands and has the requisite corporate or other organizational power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted. The Company is duly qualified or licensed as a foreign corporation or other organization to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification or licensing necessary, except for such failures to be so qualified or licensed and in good standing that do not constitute a Company Material Adverse Effect.

(b) Except as provided in Schedule 4.1(b) of the Company Disclosure Schedules, the Company does not directly or indirectly own any Subsidiaries. The Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any other corporation, partnership, joint venture or business association or other entity.

Section4.2 Organizational Documents. The Company has prior to the date of this Agreement made available a complete and correct copy of the Company Organizational Documents. Such Company Organizational Documents are in full force and effect. The Company is not in violation of any of the provisions of the Company Organizational Documents. The Company has prior to the date of this Agreement made available a complete and correct copy of the organization documents of its Subsidiary. The organizational documents of such Subsidiary are in full force and effect. The Company’s Subsidiary is not in violation of any of the provisions of the Company Organizational Documents.

Section4.3 Capitalization.

(a) The authorized share capital of the Company is GBP40,000 made up of 400,000,000 Company Ordinary Shares. As of the date of this Agreement, (i) 2,000 Company Ordinary Shares are issued and outstanding, (ii) no Company Ordinary Shares are held in the treasury of the Company, and (iii) other than with respect to the Company Convertible Debt, there are no Ordinary Shares or other equity or voting interests of the Company reserved for issuance. Exhibit A sets forth the current capitalization table of the Company, including all of the Company Ordinary Shares, the holders thereof, and each such holder’s pro rata percentage of the issued and outstanding Company Ordinary Shares.

(b) The aggregate outstanding and unpaid Company Convertible Debt as of the date of this Agreement is set forth on Exhibit A.

(c) Other than this Agreement, the Ancillary Agreements and the Company Convertible Debt, there are no options, restricted shares, restricted share units, phantom equity awards, warrants, preemptive rights, calls, convertible securities, conversion rights or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued shares of the Company or obligating the Company to issue or sell any shares of, or other equity interests in, the Company. The Company is not a party to, or otherwise bound by, and the Company has not granted, any equity appreciation rights, participations, phantom equity or similar rights. Other than this Agreement and any Ancillary Agreements, there are no voting trusts, voting agreements, proxies, shareholder agreements or other agreements with respect to the voting or transfer of the Company Ordinary Shares, the Company Convertible Debt or any of the equity interests or other securities of the Company.

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(d) Schedule 4.3(d) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, the following information with respect to each instrument evidencing Company Convertible Debt outstanding (i) the name of the holder of such Company Convertible Debt and (ii) the date on which such Company Convertible Debt was incurred. The Company has made available to Murphy an accurate and complete copy of each promissory note evidencing Company Convertible Debt. All Company Ordinary Shares subject to issuance pursuant to the Company Convertible Debt Conversion upon issuance on the terms and conditions specified therein, will be and has been duly authorized, validly issued, fully paid and nonassessable.

(e) Except as contemplated by or as otherwise set forth in this Agreement, there are no outstanding contractual obligations of the Company to repurchase, redeem or otherwise acquire any shares of the Company or to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

(f) All outstanding shares of the Company Capital Stock have been issued and granted in compliance with (A) all applicable Securities and other Laws and (B) all pre-emptive rights and other requirements set forth in applicable contracts to which the Company is a party.

(g) The Shareholders collectively own directly and beneficially and of record, all of the equity of the Company (which are represented by the issued and outstanding shares of Company Capital Stock). Except for the Company Capital Stock held by the Shareholders and the Company Convertible Debt, no shares or other equity or voting interest of the Company, or options, warrants, convertible debt or other rights to acquire any such shares or other equity or voting interest, of the Company is issued and outstanding.

Section4.4 Authority Relative to this Agreement. The Company has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to receiving the Company Requisite Approval, to consummate the Transactions. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Merger, the Company Requisite Approval, which the written consent delivered in connection with Section 7.1(f) shall satisfy, and the filing and recordation of appropriate merger documents as required by the Companies Act). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of Murphy and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”).

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Section4.5 No Conflict; Required Filings and Consents.

(a) Except as set forth in Schedule 4.5(a) of the Company Disclosure Schedules, the execution and delivery of this Agreement by the Company does not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Company Organizational Documents or (iii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of the Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company is a party or by which the Company or any of its property or assets is bound or affected.

(b) The execution and delivery of this Agreement, and the transactions contemplated hereby, by the Company do not, and the performance of this Agreement by the Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any United States federal, state, county or local or non-United States government, foreign government, governmental or quasi-governmental, regulatory or administrative authority or office, any political or other subdivision thereof, agency, instrumentality, bureau, authority, body or commission or any court, tribunal, judicial or arbitral body or body exercising, or entitled to exercise, any judicial, quasi-judicial, legislative, executive, police, regulatory, taxing or other administrative instrumentality (a “Governmental Authority”), or conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to the Company or by which any of its property or assets are bound or affected, except for applicable requirements, if any, of the Securities Act, the Exchange Act, state securities or “blue sky” laws (“Blue Sky Laws”) and takeover laws of the Cayman Islands, the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the Companies Act.

Section4.6 Permits; Compliance. The Company is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for the Company to own, lease and operate its properties or to carry on its business as it is now being conducted (the “Company Permits”), except where the failure to have such Company Permits does not constitute a Company Material Adverse Effect. To the Company’s Knowledge, no suspension or cancellation of any of the Company Permits is pending or threatened in writing. Except (i) with respect to compliance with Environmental Laws (as to which certain representations and warranties are made pursuant to Section 4.16) and compliance with Laws related to Taxes (which are the subject of Section 4.15), and (ii) where the failure to be, or to have been, in compliance with such Laws would not, individually or in the aggregate, reasonably be expected to constitute a Company Material Adverse Effect, the Company is, and since January 1, 2020, has been, in compliance with all applicable Laws.

Section4.7 Financial Statements.

(a) The Company has made available to Murphy true and complete, in all material respects, except for the absence of footnotes and subject to any audit adjustments, copies of the unaudited consolidated balance sheets as of and the related audited consolidated statements of operations and cash flows of the Company for the periods ended December 31, 2020 and December 31, 2021 (collectively, the “Prior Financial Statements”). The Prior Financial Statements (including any notes thereto), except for the absence of footnotes and subject to any audit adjustments, (i) were prepared on an accrual basis in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in any notes thereto), (ii) were derived from the Books and Records of the Company, and (iii) fairly present, in all material respects, the financial position, results of operations, income (loss), changes in shareholders’ equity, and cash flows of the Company as at the date thereof and for the period indicated therein.

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(b) Prior to Closing, the Company will deliver to Murphy a true and complete, in all material respects, except for the absence of footnotes and subject to any yearend and/or audit adjustments, copy of the consolidated unaudited balance sheet of the Company as of September 30, 2022 (the “Interim Balance Sheet”), and the related unaudited consolidated statements of operations and cash flows of the Company for the nine-month period then ended (such financial statements, including the Interim Balance Sheet, the “Interim Financial Statements”). The Interim Financial Statements, except for the absence of footnotes and subject to any yearend and/or audit adjustments, will be (i) prepared on an accrual basis in accordance with GAAP applied on a consistent basis throughout the periods indicated, (ii) derived from the Books and Records of the Company, and (iii) fairly present, in all material respects, the financial position, results of operations, income (loss), changes in shareholders’ equity, and cash flows of the Company as at the date thereof and for the period indicated therein.

(c) Prior to Closing, the Company will deliver to Murphy true and complete, in all material respects, copies of the audited consolidated balance sheets of the Company as of December 31, 2020 and December 31, 2021 and the related audited consolidated statements of operations, cash flows and shareholders’ equity for the years ended December 31, 2020 and December 31, 2021, together with the auditor’s reports thereon, which will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act for financial statements required to be included in the Registration Statement (collectively, the “PCAOB Audited Financial Statements”).

(d) The PCAOB Audited Financial Statements (i) will be prepared from, and will reflect in all material respects, the Books and Records of the Company, (ii) will present fairly, in all material respects, the consolidated financial position, results of operations, income (loss), changes in shareholders’ equity, and cash flows of the Company as of the dates and for the periods indicated therein in conformity with GAAP consistently applied throughout the periods covered thereby, and (iii) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC in accordance with Section 7.1, will comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act for financial statements required to be included in the Registration Statement, in effect as of the respective dates thereof.

Section4.8 Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the date thereof, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the date of the Interim Balance Sheet and which are not, individually or in the aggregate, material in amount. Except for the Company Convertible Debt, the Company does not have any Indebtedness for borrowed money.

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Section4.9 Absence of Certain Changes or Events. Since inception, or as expressly contemplated by this Agreement and the Transactions, (a) there has not been any Company Material Adverse Effect, and (b) the Company has conducted its business in the ordinary course consistent with past practices.

Section4.10 Absence of Litigation. Except as set forth on Schedule 4.10 of the Company Disclosure Schedules, there is no cause of action, litigation, suit, hearing, arbitration or other similar proceeding of any nature, civil, criminal, regulatory, administrative or otherwise, whether in equity or at law, in contract, in tort or otherwise (an “Action”) pending against or, to the Knowledge of the Company, threatened in writing against the Company, any directors, or officers thereof, or any property or asset of the Company. Neither the Company nor any material property or asset of the Company is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with any Governmental Authority, or any order, writ, judgment, injunction, decree, determination or award of any Governmental Authority that would constitute a Company Material Adverse Effect. There is no unsatisfied judgment or any injunction binding upon the Company which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section4.11 Employee Benefit Plans.

(a) Schedule 4.11(a) of the Company Disclosure Schedules sets forth a true and complete list of each company benefit plan (“Plan”). For purposes of this Agreement, “Plan” means each “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and any stock purchase, stock option, equity or equity-based or phantom equity compensation, severance, retirement, employment, individual consulting, retention, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation, employee loan and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, whether formal or informal, oral or written, in each case, (a) which are contributed to (or required to be contributed to), sponsored by or maintained by the Company for the benefit of any current or former employee, officer, director or individual consultant of the Company (the “Company Employees”) or (b) pursuant to which the Company could have any liability, other than any statutory plan, program or arrangement that is required under applicable Laws and maintained by any Governmental Authority.

(b) With respect to each Plan, the Company has delivered or made available to Murphy copies, to the extent applicable of each Plan and any current trust agreement or other funding instrument relating to such plan and the most recent summary plan description, with respect to such Plan. Each Plan has been established, administered and funded in accordance with its terms, and in compliance in all material respects with all applicable Laws.

(c) Except as set forth on Schedule 4.11(c) of the Company Disclosure Schedules, neither the execution and delivery of this Agreement by the Company nor the consummation of the Transactions will (whether alone or in connection with any subsequent event(s)) (i) result in the payment, acceleration, vesting, funding or creation of any compensatory rights of any Company Employee to payments or benefits or increases in any compensation or benefits (including any loan forgiveness) under any Plan (or under any plan, agreement or arrangement that would be a Plan if in effect as of the date of this Agreement), (ii) result in severance pay or any increase in severance pay upon any termination of employment, or (iii) require any contributions or payments to fund any obligations under any Plan, or cause the Company to transfer or set aside any assets to fund any Plan.

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Section4.12 Labor Matters.

(a) The Company is not a party to any collective bargaining agreement or other agreement with a labor union or like organization, and to the Knowledge of the Company, there are no activities or Actions by any individual or group of individuals, including representatives of any labor organizations or labor unions, to organize any employees of the Company.

(b) As of the date hereof, the Company does not have any employees located in the United States.

(c) The Company is, and since January 1, 2020, has been, in compliance in all material respects with all applicable Laws regarding employment and employment practices, including all laws respecting terms and conditions of employment, health and safety, employee classification, non-discrimination, wages and hours, immigration, disability rights or benefits, equal opportunity, plant closures and layoffs, affirmative action, workers’ compensation, labor relations, pay equity, overtime pay, employee leave issues, the proper classification of employees and independent contractors, the proper classification of exempt and non-exempt employees, and unemployment insurance.

(d) The Company is not delinquent in any material respect in payments to any of its current or former employees, officers, directors, consultants or other service providers for any services rendered or amounts required to be reimbursed or otherwise paid.

(e) To the knowledge of the Company, no employee of the Company at the level of senior vice president or above is in violation of any term of any employment agreement, nondisclosure agreement, noncompetition agreement, restrictive covenant or other obligation with or to: (i) the Company; or (ii) a former employer of any such employee relating (A) to the right of any such employee to be employed by the Company or (B) to the knowledge or use of trade secrets or proprietary information.

(f) All employees of the Company are legally permitted to be employed by the Company in the jurisdiction in which such employees are employed in their current job capacities.

(g) Since January 1, 2020, the Company has not entered into any settlement agreement related to allegations of sexual harassment or sexual misconduct by any director, officer or employee.

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Section4.13 Real Property; Title to and Sufficiency of Assets.

(a) Since its inception, the Company has not, and as of the date of this Agreement, does not, own or hold any Owned Real Property or lease any Leased Real Property.

(b) The Company has legal and valid leasehold or subleasehold interests in, all of its material properties and material assets, tangible and intangible, personal and mixed, used or held for use in its business, free and clear of all encumbrances, liens or other restrictions other than Permitted Liens.

Section4.14 Intellectual Property.

(a) Schedule 4.14(a) of the Company Disclosure Schedules contains a true, correct and complete list of the Registered Company IP (showing in each, as applicable, the jurisdiction, filing date, date of issuance, expiration date, owner, and registration or application number, and registrar). Each item on Schedule 4.14(a) is subsisting, in full force and effect, and has not expired, been cancelled, abandoned or otherwise terminated and the registered, issued and/or patented items on Schedule 4.14(a) are valid, subsisting and enforceable.

(b) Except as provided on Schedule 4.14(b), the Company solely and exclusively owns and possesses, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Company-Owned IP and the Company has the right to use pursuant to a valid and enforceable written license, all Company-Licensed IP used by it in the Company Business. Except as provided on Schedule 4.14(b), no funding, facilities or personnel of any governmental authority or any university, college, research institute or other educational institution have been or are being used by the Company to develop or create, in whole or in part, any Company-Owned IP. All documents and instruments necessary to record the ownership rights (if applicable) of the Company in the registrations, patents and applications for the Company-Owned IP have been validly executed and filed with the appropriate governmental authority.

(c) The Company has taken reasonable actions to maintain, protect and enforce rights in the Company-Owned IP, including the secrecy, confidentiality and value of its trade secrets and other Confidential Information. To the Knowledge of the Company, the Company has not disclosed any trade secrets or other Confidential Information that is material to the business of the Company to any other Person other than pursuant to a written confidentiality agreement under which such other Person agrees to maintain the confidentiality and protect such trade secrets and Confidential Information.

(d) Except as provided on Schedule 4.14(d) of the Company Disclosure Schedules, all Persons who have contributed, developed or conceived (each, a “Contributor”) any Intellectual Property (i) for or on behalf of the Company, or (ii) in the course of and related to his, her or its relationship with the Company (in each case a “Contribution”) have an obligation to maintain the confidentiality of the Company’s proprietary information and have either assigned all rights, title and interest to such Company-Owned IP to the Company or is a party to a “work-for- hire” agreement under which the Company is deemed to be the owner or author of all property rights therein.

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(e) The Company owns, leases, licenses, or otherwise has the legal right to use all Business Systems. In the past year, there has not been a material failure with respect to any of the Business Systems that has not been remedied. Except for commercially available, “off-the- shelf Software or shrink-wrap licenses, the Company does not hold any licenses for any Software, including Open Source Licenses.

(f) The Company is in compliance in all material respects with all applicable Privacy/Data Security Laws. Since January 1, 2020, except as set forth on Schedule 4.14(f) of the Company Disclosure Schedules, to the Knowledge of the Company, there have been no material incidents of security breaches or intrusions or unauthorized access, distribution, disclosure, destruction, disposal or use of any of the Business Systems or Personal Information that are in the possession of and controlled by the Company.

Section4.15 Taxes.

(a) The Company: (i) has duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required to be filed by Law by the Company and all such filed Tax Returns are complete and accurate in all material respects; (ii) has timely paid all material Taxes, whether or not shown as due on such filed Tax Returns, except with respect to current Taxes that are not yet due and payable or otherwise being contested in good faith and are disclosed in Schedule 4.15(a) of the Company Disclosure Schedules or that are described in clause (a)(v) below; (iii) with respect to all material Tax Returns filed by or with respect to them, has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which such waiver or extension remains in effect, and no written request for any such waiver or extension is currently pending; (iv) does not have any deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of material Taxes or material Tax matters pending or proposed or threatened in writing, for a Tax period for which the statute of limitations for assessments remains open; and (v) has provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of the Company, for any material Taxes of the Company that have not been paid, whether or not shown as being due on any Tax Return.

(b) The Company is not a party to, bound by or has an obligation to any Governmental Authority or other Person under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (excluding agreements, contracts, arrangements or commitments the primary purpose of which do not relate to Taxes).

(c) The Company has (i) withheld or collected all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party, and (ii) reported and timely remitted such amounts required to have been withheld or collected, reported and remitted to the appropriate Governmental Authority. All Tax Returns required with respect thereto have been properly completed and timely filed.

(d) The Company has not been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return (other than a group of which the Company was the common parent).

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(e) The Company does not have any material liability for the Taxes of any Person (other than the Company) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract (excluding contracts, the primary purpose of which do not relate to Taxes), or otherwise.

(f) The Company (i) does not have any request for a material ruling in respect of Taxes pending between the Company and any Tax authority; and (ii) has not entered into any closing agreement, private letter ruling technical advice memoranda or similar agreements with any Tax authority in respect of material Taxes, in each case, that will be in effect after the Closing.

(g) The Company has not in any year for which the applicable statute of limitations remains open distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(h) The Company has not engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(i) There are no Tax liens upon any assets of the Company except for Permitted

Liens.

(j) The Company is not, and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. The Company has not been a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

(k) The unpaid Taxes of the Company (i) did not, as of the date of the Financial Statements, exceed the reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing difference between book and Tax income) set forth on the face of the Financial Statements (rather than in any notes thereto), and (ii) do not exceed that reserve as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of Company in filing its Tax Returns.

(l) To the Knowledge of the Company, the Company does not expect (i) any jurisdiction to assess any additional Taxes for any period for which Tax Returns have been filed, and (ii) any jurisdiction in which Tax Returns are not filed to require the filing of Tax Returns. To the Knowledge of the Company, within the last three (3) years, no written claim has been made by any Governmental Authority in a jurisdiction where the Company does not file a Tax Return that such entity is or may be subject to material Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return, which claim has not been resolved.

(m) The Company is organized outside the United States and has no operations in the United States.

(n) None of the shareholders of the Company are “United States persons” within the meaning of Section 7701(a)(30) of the Code.

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(o) The Company will not be required to include any item or income, or exclude any item or deduction or loss from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any:

(i) change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Effective Time;

(ii) use of an improper method of accounting for a taxable period ending on or prior to the Effective Time;

(iii) ruling by, or written agreement with, a Governmental Authority (including any “closing agreement” as described in Section 7121 of the Code (or any corresponding provision of state, local, or non-U.S. Tax law)) for a taxable period ending on or prior to the Effective Time;

(iv) installment sale or open transaction disposition made on or prior to the Effective Time;

(v) prepaid amount received on or prior to the Effective Time;

(vi) intercompany transaction or excess loss accounts described in the Treasury Regulations promulgated under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) that existed prior to the Effective Time;

(vii) election under Section 965(h) of the Code; or

(viii) election under Section 108(i) of the Code.

Nothing in this Section 4.15 shall be construed as providing a representation or warranty with respect to any taxable period (or portion thereof) beginning after the Effective Time or (ii) the existence, amount, expiration date or limitations on (or availability of) any Tax attribute.

Section4.16 Environmental Matters. The Company is currently, and has been, in compliance with all Environmental Laws, and there are no actions or Environmental Claims pending or threatened in writing against the Company.

Section4.17 Material Contracts.

(a) Schedule 4.17(a) of the Company Disclosure Schedules lists, as of the date of this Agreement, the following types of contracts and agreements (other than purchase orders) to which the Company is a party (such contracts and agreements as are required to be set forth in Schedule 4.17(a) of the Company Disclosure Schedules, the “Material Contracts”):

(i) each employee collective bargaining Contract;

(ii) each contract and agreement with consideration paid or payable to the Company of more than $100,000, in the aggregate, over any 12-month period;

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(iii) each contract and agreement with suppliers to the Company for expenditures paid or payable by the Company of more than $100,000, in the aggregate, over any 12-month period;

(iv) any Contract that is a definitive merger, acquisition, purchase and sale or similar agreement entered into in connection with an acquisition or disposition by the Company since January 1, 2020, involving consideration in excess of $250,000 of any Person or of any business entity or division or business of any Person (including through merger or consolidation or the purchase of a controlling equity interest in or substantially all of the assets of such Person or by any other manner), but excluding any Contracts in which the applicable acquisition or disposition has been consummated and there are no material obligations of the Company ongoing;

(v) all management and employment contracts (excluding at-will contracts for employment that do not contain any severance or change of control provisions) and all contracts with natural person consultants and natural person independent contractors that cannot be terminated with less than 30 days’ prior notice and that provide for base salary or compensation in excess of $125,000, in either case to which the Company is a party;

(vi) any Contract evidencing or guaranteeing Company Debt or under which the Company has created, incurred, assumed or guaranteed any other Person’s indebtedness, has the right to draw upon credit that has been extended for indebtedness, or has granted a Lien on its assets, whether tangible or intangible, to secure any indebtedness, in each case, in an amount in excess of $50,000;

(vii) all partnership agreements, collaboration agreements or other joint venture agreements that are material to the business of the Company;

(viii) all contracts and agreements with any Governmental Authority to which the Company is a party, other than any Company Permits and Environmental Permits;

(ix) all contracts and agreements that materially limit, or purport to materially limit, the ability of the Company to compete in any line of business or with any Person or entity or in any geographic area or during any period of time, excluding customary confidentiality agreements and agreements that contain customary confidentiality clauses;

(x) any Contract that (A) grants to any Person any preferred pricing, “most favored nation” or similar rights or (B) grants exclusivity to any Person in respect of any geographic location, any customer, or any product or service;

(xi) each Company Affiliate Agreement, excluding those that are employee confidentiality and invention assignment agreements, equity or incentive equity documents, and employment agreements;

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(xii) all contracts or agreements for any Company-Licensed IP that are material to the Company Business, including for Intellectual Property rights incorporated in or necessary for any Products, and the Business Systems of any other person (excluding both unmodified, commercially available, “off-the-shelf” Software or shrink-wrap licenses and Open Source Licenses);

(xiii) all contracts relating to registration rights, drag-along, tag along, right of first refusal or put rights or any other agreements with, among or between Shareholders;

(xiv) all contracts or agreements providing for revenues to the Company, whether currently, in the future, or since January 1, 2020, in an amount exceeding $25,000;

(xv) all leases or master leases of personal property reasonably likely to result in annual payments of $25,000 or more in a 12-month period by the Company, or for any facility material to the operations of the Company; and

(xvi) any commitment to enter into any Contract of the type described in clauses (i) through (xiv) of this Section 4.17(a).

(b) Each Material Contract is a legal, valid and binding obligation of the Company and, to the Knowledge of the Company, the other parties thereto, and the Company is not in breach or violation of, or default under, any Material Contract nor, to the Knowledge of the Company, has any Material Contract been canceled by the other party. To the Company’s Knowledge, no other party is in breach or violation of, or default under, any Material Contract. The Company has not received any written claim of breach or default under any such Material Contract. The Company has furnished or made available to Murphy true and complete copies of all Material Contracts in effect as of the date of this Agreement, including amendments thereto that are material in nature. Each Material Contract sets forth the entire agreement and understanding between the Company and the other parties thereto. Since January 1, 2020, the Company has not received any notice or request, in each case, in writing, from or on behalf of any other party to a Material Contract to terminate, cancel or not renew such Material Contract, or to renegotiate any material term thereof that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or alleging or disputing any breach or default under such Material Contract.

Section4.18 Insurance. As of the Closing Date, the insurance policies maintained by the Company are in full force and effect and provide insurance in such amounts and against such risks as the Company reasonably has determined to be prudent, taking into account the industries in which the Company operates, and as is sufficient to comply with applicable Law. With respect to each such insurance policy and as of the Closing Date, the Company is not in material breach or default (including any such breach or default with respect to the payment of premiums or the giving of notice) and no written notice of cancellation, non-renewal, disallowance or reduction in coverage or claim or termination has been received other than in connection with ordinary renewals.

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Section4.19 Internal Controls. As of the Closing Date, except as set forth in the Registration Statement or in any notification from the Company’s auditors provided to Murphy, the Company will maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (a) transactions are executed in accordance with management’s general or specific authorizations; (b) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (c) access to assets is permitted only in accordance with management’s general or specific authorization; and (d) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since January 1, 2020, the Company has not identified and has not been advised by the Company’s auditors of any fraud or allegation of fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal controls over financial reporting.

Section4.20 Registration Statement. None of the information relating to the Company supplied by the Company, or by any other Person acting on behalf of the Company, in writing specifically for inclusion or incorporation by reference in the Registration Statement will, as of (a) the time the Registration Statement becomes effective under the Securities Act, (b) the date of mailing of the Proxy Statement to stockholders of Murphy or (c) the time of the Special Meeting (including any adjournment thereof), contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, notwithstanding the foregoing provisions of this Section 4.20, no representation or warranty is made by the Company with respect to information or statements made or incorporated by reference in the Registration Statement that were not supplied by or on behalf of the Company for use therein.

Section4.21 Support Agreement. The Company will deliver to Murphy a true, correct and complete copy of the Shareholder Support Agreement. The Shareholder Support Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and, to the Knowledge of the Company, no withdrawal, termination, amendment or modification is contemplated.

Section4.22 Board Approval; Vote Required. The Board of Directors of the Company, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, or by unanimous written consent, has duly

(a) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its Shareholders, (b) approved this Agreement and the Transactions (including the Merger) and declared their advisability, and (c) recommended that the Shareholders approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the Shareholders. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and approve the Transactions.

Section4.23 Brokers. Except for those Persons set forth on Schedule 4.23 of the Company Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions based upon arrangements made by or on behalf of the Company.

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Section4.24 Takeover Laws. Assuming the accuracy of the representations set forth in Section 5.3(e), no anti-takeover, “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar statute or regulation is applicable to this Agreement or the transactions contemplated hereby. The Company does not have any shareholder rights plan or “poison pill” in effect, including any agreement with a third-party trust or fiduciary entity with respect thereto.

Section4.25 International Trade Matters; Anti-Bribery Compliance.

(a) The Company currently is and, since its inception has been, in compliance with applicable Laws related to (i) Anti-Corruption Laws, (ii) economic sanctions administered, enacted or enforced by U.S. Governmental Authorities (including, but not limited to, OFAC, the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, Her Majesty’s Treasure, or any other relevant Governmental Authority (collectively, “Sanctions Laws”), (iii) export controls, including the U.S. Export Administration Regulations, 15 C.F.R. §§ 730, et seq., and any other equivalent or comparable Laws of other countries in which the company has conducted and/or currently conducts business (collectively, “Export Control Laws”), (iv) anti-money laundering, including the Money Laundering Control Act of 1986, 18 U.S.C. §§ 1956, 1957, and any other equivalent or comparable Laws of other countries; (v) anti-boycott regulations, as administered by the U.S. Department of Commerce; and (vi) importation of goods, including Laws administered by the U.S. Customs and Border Protection, Title 19 of the U.S.C. and C.F.R., and any other equivalent or comparable Laws of other countries in which the Company has conducted and/or currently conducts business (collectively, “International Trade Control Laws”).

(b) The Company, its directors and officers and, to the Knowledge of the Company, the employees or agents of the Company (acting on behalf of the Company), is not and is not acting under the direction of, on behalf of or for the benefit of a Person that is, (i) the subject of Sanctions Laws or identified on any sanctions-related lists administered by the U.S. Department of State, the U.S. Department of the Treasury, including the OFAC specially Designated Nationals List, the U.S. Department of Commerce, including the Bureau of Industry and Security’s Denied Persons List and Entity List, Her Majesty’s Treasury, including the Consolidated List of Financial Sanctions Targets and the Investment Bank List, or any similar list enforced by any other relevant Governmental Authority, as amended from time to time, or any Person owned or controlled by any of the foregoing (collectively, “Prohibited Party”); or (ii) located, organized or resident in a country or territory that is, or whose government is, the target of comprehensive trade sanctions under Sanctions Laws, including, as of the date of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria. Neither the Company, nor any director or officer, nor, to the Knowledge of the Company, any employee or agent of the Company (acting on behalf of the Company) has since the Company’s inception, engaged in any transaction involving a Prohibited Party, or any country or territory that was during such period or is, or whose government was during such period or is, the target of comprehensive trade sanctions under Sanctions Laws.

(c) To the Knowledge of the Company, the Company has not exported (including deemed exportation) or re-exported, directly or indirectly, any commodity, software, technology, or services in violation of any applicable Export Control Laws or has participated in any transaction in violation of or connected with any purpose prohibited by Anti-Corruption Laws or any applicable International Trade Control Laws, including support for international terrorism and nuclear, chemical, or biological weapons proliferation.

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(d) Since its inception, the Company has not received written notice of, nor, to the Knowledge of the Company, none of its officers, employees, agents or third-party representatives is or has been the subject of, any investigation, inquiry or enforcement proceedings by any Governmental Authority regarding any offense or alleged offense under Anti-Corruption Laws or International Trade Control Laws.

Section4.26 Related Party Transactions. Schedule 4.26 of the Company Disclosure Schedules sets forth a true, complete and correct list of the following (each such arrangement of the type required to be set forth thereon, whether or not actually set forth thereon, an “Affiliate Transaction”): (i) each Contract entered into prior to the date hereof, between the Company, on the one hand, and any Shareholder or any other current or former Affiliate of the Company on the other hand; and (ii) all Indebtedness (for monies actually borrowed or lent) owed by any Shareholder or any other current or former Affiliate to the Company. Other than the Affiliate Transactions, no Shareholder or Affiliate thereof owns any right in or to any of the material Assets or properties belonging to the Company.

Section4.27 Not An Investment Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and the rules and regulations promulgated thereunder.

Section4.28 Exclusivity of Representations and Warranties. Except as otherwise expressly provided in this Article IV (as modified by the Company Disclosure Schedules), the Company hereby expressly disclaims and negates, any express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company and its Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to Murphy, its Affiliates or any of their respective Representatives by, or on behalf of, Company, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, neither the Company nor any other Person on behalf of Company has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to Murphy, its affiliates or any of their respective Representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any management presentation or in any other information made available to Murphy, its Affiliates or any of their respective Representatives or any other Person, and that any such representations or warranties are expressly disclaimed.

Section4.29 Full Disclosure. No representation or warranty by the Company in this Agreement and no statement contained in the Company Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Murphy pursuant to this Agreement, including all information furnished in writing to Murphy by or on behalf of the Company specifically for inclusion in the Registration Statement, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

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ARTICLE V

REPRESENTATIONSAND WARRANTIES OF MURPHY AND MERGER SUB

Except as set forth in (a) the disclosure schedules, delivered as of the date hereof, by Murphy and Merger Sub in connection with this Agreement (the “Murphy Disclosure Schedules”); (provided, however, that any disclosures made with respect to a section of this Section 4.29 shall be deemed to qualify any other section of this Section 4.29 specifically referenced or cross- referenced) and (b) the Murphy SEC Reports filed at least five days prior to the date hereof (to the extent the qualifying nature of such disclosure is readily apparent from the content of such Murphy SEC Reports, but excluding disclosures referred to in “Forward-Looking Statements”, “Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to forward-looking statements), Murphy and Merger Sub hereby represent and warrant to the Company as follows:

Section5.1 Corporate Organization.

(a) Each of Murphy and Merger Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority and all necessary governmental approvals to own, lease and operate its properties and to carry on its business as it is now being conducted.

(b) Merger Sub is the only Subsidiary of Murphy. Except for Merger Sub, Murphy does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or business association or other Person.

Section5.2 Murphy and Merger Sub Organizational Documents. Each of Murphy and Merger Sub has heretofore furnished to the Company complete and correct copies of the Murphy Organizational Documents and the Merger Sub Organizational Documents. The Murphy Organizational Documents and the Merger Sub Organizational Documents are in full force and effect. Neither Murphy nor Merger Sub is in violation of any of the provisions of the Murphy Organizational Documents and the Merger Sub Organizational Documents.

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Section5.3 Capitalization.

(a) The authorized capital stock of Murphy consists of (x) 100,000,000 shares of Murphy Class A Common Stock, (y) 10,000,000 shares of Murphy Class B Common Stock and (z) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Murphy Preferred Stock”). As of the date of this Agreement (i) 13,979,000 shares of Murphy Class A Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non- assessable and not subject to any preemptive rights, (ii) 3,306,250 shares of Murphy Class B Common Stock are issued and outstanding, all of which are validly issued, fully paid and non- assessable and not subject to any preemptive rights, (iii) no shares of Murphy Class A Common Stock or Murphy Class B Common Stock are held in the treasury of Murphy, and (iv) 13,979,000 Murphy Warrants are issued and outstanding, all of which constitute binding obligations of Murphy under the law of the jurisdiction governing the Murphy Warrants, and consisting of (A) 13,225,000 Murphy Public Warrants and (B) 754,000 Murphy Private Placement Warrants, and (v) 13,979,000 shares of Murphy Class A Common Stock are reserved for future issuance pursuant to the Murphy Warrants. There are no shares of Murphy Preferred Stock issued and outstanding. Each Murphy Public Warrant is exercisable for one share of Murphy Class A Common Stock at an exercise price of $11.50. Each Murphy Private Placement Warrant is exercisable for one share of Murphy Class A Common Stock at an exercise price of $11.50.

(b) As of the date of this Agreement, the authorized capital stock of Merger Sub is U.S. $50,000 made up of 50,000 ordinary shares (the “Merger Sub Ordinary Shares”). As of the date hereof, one Merger Sub Ordinary Share is issued and outstanding. The outstanding Merger Sub Ordinary Share has been duly authorized, validly issued, fully paid and is non- assessable and is not subject to preemptive rights, and is held by Murphy free and clear of all Liens, other than transfer restrictions under applicable Securities Laws and the Merger Sub Organizational Documents.

(c) All of the outstanding Murphy Units, shares of Murphy Common Stock and Murphy Warrants have been issued and granted in compliance with all applicable Securities Laws and other applicable Laws and were issued free and clear of all Liens other than transfer restrictions under applicable Securities Laws and the Murphy Organizational Documents.

(d) The Closing Payment Shares to be delivered by Murphy in the Merger shall be duly and validly issued, fully paid and nonassessable, and each Closing Payment Share shall be issued free and clear of preemptive rights and all Liens, other than transfer restrictions under applicable Securities Laws and the Murphy Organizational Documents. The Closing Payment Shares will be issued in compliance with all applicable securities Laws and other applicable Laws and without contravention of any other Person’s rights therein or with respect thereto.

(e) Except in connection with this Agreement and the Ancillary Agreements, no anti-takeover, “fair price”, “moratorium”, “control share acquisition”, “business combination” or other similar statute or regulation is applicable to this Agreement or the transactions contemplated hereby. Murphy does not have any shareholder rights plan or “poison pill” in effect, including any agreement with a third-party trust or fiduciary entity with respect thereto. As of the date hereof, neither Murphy nor Merger Sub own any of the capital stock of the Company.

Section5.4 Authority Relative to This Agreement. Each of Murphy and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval of the Murphy Proposals, to consummate the Transactions. The execution and delivery of this Agreement by each of Murphy and Merger Sub and the consummation by each of Murphy and Merger Sub of the Transactions, have been duly and validly authorized by all necessary action, and no other proceedings on the part of Murphy or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than with respect to the Murphy Proposals, the approval of a majority of the then-outstanding shares of Murphy Common Stock). This Agreement has been duly and validly executed and delivered by Murphy and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of Murphy and Merger Sub, enforceable against Murphy and Merger Sub in accordance with its terms subject to the Remedies Exceptions.

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Section5.5 No Conflict; Required Filings and Consents.

(a) The execution and delivery of this Agreement by each of Murphy and Merger Sub do not, and the performance of this Agreement by each of Murphy and Merger Sub will not, (i) conflict with or violate the Murphy Organizational Documents or the Merger Sub Organizational Documents or (ii) result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of a Lien on any property or asset of each of Murphy or Merger Sub pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which each of Murphy or Merger Sub is a party or by which each of Murphy or Merger Sub or any of their property or assets is bound or affected.

(b) The execution and delivery of this Agreement by each of Murphy and Merger Sub do not, and the performance of this Agreement by each of Murphy and Merger Sub will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority or conflict with or violate any Law, rule, regulation, order, judgment or decree applicable to each of Murphy or Merger Sub or by which any of their property or assets is bound or affected, except (i) for applicable requirements, if any, of the Exchange Act, Blue Sky Laws and state takeover laws, the pre-merger notification requirements of the HSR Act, and filing and recordation of appropriate merger documents as required by the Companies Act and (ii) where the failure to obtain such consents, approvals, authorizations or permits, or to make such filings or notifications, would not, individually or in the aggregate, prevent or materially delay consummation of any of the Transactions or otherwise prevent any of Murphy or Merger Sub from performing its material obligations under this Agreement.

Section5.6 Compliance. Neither Murphy nor Merger Sub is in breach or violation of, (a) any Law applicable to Murphy or Merger Sub or by which any material property or asset of Murphy or Merger Sub is bound or affected, or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Murphy or Merger Sub is a party or by which Murphy or Merger Sub or any property or asset of Murphy or Merger Sub is bound, except, in each case, for any such breaches or violations that do not constitute a Murphy Material Adverse Effect. Each of Murphy and Merger Sub is in possession of all material franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and orders of any Governmental Authority necessary for Murphy or Merger Sub to own, lease and operate its properties or to carry on its business as it is now being conducted.

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Section5.7 Murphy SEC Documents and Financial Statements.

(a) Murphy has filed all forms, reports, schedules, statements and other documents, including any exhibits thereto, required to be filed or furnished by Murphy with the SEC since Murphy’s formation under the Exchange Act or the Securities Act, together with any amendments, restatements or supplements thereto, and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of execution hereof by the Parties (the “Additional Murphy SEC Documents”). Murphy has made available to the Company copies in the form filed with the SEC of all of the following, except to the extent available in full without redaction on the SEC’s website through EDGAR for at least two (2) days prior to the date of this Agreement: (i) Murphy’s Quarterly Reports on Form 10-Q for each fiscal quarter of Murphy beginning with the first quarter Murphy was required to file such a form, (ii) all proxy statements relating to Murphy’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal quarter referred to in clause (i) above, (iii) its Form 8-Ks filed since the beginning of the first fiscal quarter referred to in clause (i) above, and (iv) all other forms, reports, registration statements and other documents (other than preliminary materials if the corresponding definitive materials have been provided to the Company pursuant to this Section 5.7(a)) filed by Murphy with the SEC since Murphy’s formation (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), and (iv) above, whether or not available through EDGAR, are, collectively, the “Murphy SEC Documents”). The Murphy SEC Documents were, and the Additional Murphy SEC Documents will be, prepared in all material respects in accordance with the requirements of the Securities Act, the Exchange Act and the Sarbanes-Oxley Act, as the case may be, and the rules and regulations thereunder. The Murphy SEC Documents did not, and the Additional Murphy SEC Documents will not, at the time they were or are to be filed, as the case may be, with the SEC (except to the extent that information contained in any Murphy SEC Document or Additional Murphy SEC Document has been or is revised or superseded by a later filed Murphy SEC Document or Additional Murphy SEC Document, then on the date of such filing) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. As used in this Section 5.7(a), the term “file” shall be broadly construed to include any manner in which a document or information is furnished, supplied or otherwise made available to the SEC.

(b) The financial statements and notes contained or incorporated by reference in the Murphy SEC Documents and the Additional Murphy SEC Documents (collectively, the “Murphy Financial Statements”) are or will be, as the case may be, complete and accurate and fairly present in all material respects, in conformity with U.S. GAAP applied on a consistent basis in all material respects and Regulation S-X or Regulation S-K, as applicable, the financial position of Murphy as of the dates thereof and the results of operations of Murphy for the periods reflected therein. The Murphy Financial Statements are or will, as the case may be (i) prepared from the Books and Records of Murphy; (ii) prepared on an accrual basis in accordance with U.S. GAAP consistently applied; and they contain and reflect or will contain and reflect, as the case may be;

(iii) all necessary adjustments and accruals for a fair presentation of Murphy’s financial condition as of their dates; and (iv) adequate provisions for all material Liabilities for all material Taxes applicable to Murphy with respect to the periods then ended.

(c) Except as specifically disclosed, reflected or fully reserved against in the Murphy Financial Statements, and except for liabilities and obligations of a similar nature and in similar amounts incurred in the ordinary course of business since Murphy’s formation, there are no material liabilities, debts or obligations (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise) relating to Murphy. All debts and Liabilities, fixed or contingent, which should be included under U.S. GAAP on a balance sheet are or will be (as the case may be) included in Murphy Financial Statements.

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Section5.8 Absence of Certain Changes or Events. Since its inception, except as expressly contemplated by this Agreement, there has not been any Murphy Material Adverse Effect.

Section5.9 Absence of Litigation. As of the date of this Agreement, there is no Action pending or, to the Knowledge of Murphy, threatened in writing against Murphy, or any property or asset of Murphy, before any Governmental Authority. As of the date hereof, neither Murphy nor any material property or asset of Murphy is subject to any continuing order of, consent decree, settlement agreement or other similar written agreement with, or, to the Knowledge of Murphy, continuing investigation by, any Governmental Authority.

Section5.10 Board Approval; Vote Required.

(a) The Board of Directors of Murphy (the “Murphy Board”), by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of Murphy and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of Murphy approve and adopt this Agreement and Merger and the other Murphy Proposals, and (iv) directed that this Agreement and the Merger and the other Murphy Proposals be submitted for consideration by the stockholders of Murphy at the Special Meeting.

(b) The only vote of the holders of any class or series of capital stock of Murphy necessary to approve the Murphy Proposals is the affirmative vote of the holders of a majority of the outstanding shares of Murphy Common Stock.

(c) The board of directors of Merger Sub by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, have duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole shareholder, (ii) approved this Agreement and the Merger and declared their advisability, and (iii) recommended that the sole shareholder of Merger Sub approve and adopt this Agreement and approve the Merger and directed that this Agreement and the Transactions be submitted for consideration by the sole shareholder of Merger Sub.

(d) The only vote of the holders of any class or series of capital stock of Merger Sub that is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the holders of a majority of the outstanding Merger Sub Ordinary Shares.

Section5.11 No Prior Operations of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions and has not engaged in any business activities or conducted any operations or incurred any obligation or liability and holds no assets, other than as specifically contemplated by this Agreement.

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Section5.12 Murphy Trust Fund. As of the date of this Agreement, Murphy has at least $134,895,000, subject to deferred underwriting fees of $4,628,750 in the trust fund established by Murphy for the benefit of its public shareholders (the “Trust Fund”) in a United States-based account maintained by Wilmington Trust (the “Trustee”) acting as trustee (the “Trust Account”), and such monies are invested in “government securities” (as such term is defined in the Investment Company Act) and held in trust by the Trustee pursuant to the Trust Agreement. There are no separate agreements, side letters or other agreements or understandings (whether written, unwritten, express or implied) that would cause the description of the Trust Agreement in the Murphy SEC Documents to be inaccurate in any material respect or, to the Parent Parties’ Knowledge, that would entitle any Person to any portion of the funds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account are permitted to be released, except in the circumstances described in the Organizational Documents of Murphy and the Trust Agreement. Murphy has performed all material obligations required to be performed by it to date under, and is not in material default or delinquent in performance or any other respect (claimed or actual) in connection with the Trust Agreement, and, to the Knowledge of Murphy, no event has occurred which, with due notice or lapse of time or both, would constitute such a material default thereunder. As of the date of this Agreement, there are no claims or proceedings pending with respect to the Trust Account. Since February 2, 2022, Murphy has not released any money from the Trust Account (other than interest income earned on the funds held in the Trust Account as permitted by the Trust Agreement). Upon the consummation of the transactions contemplated hereby, Murphy shall have no further obligation under either the Trust Agreement or the Organizational Documents of Parent to liquidate or distribute any assets held in the Trust Account, and the Trust Agreement shall terminate in accordance with its terms.

Section5.13 Employees. Other than any officers as described in the Murphy SEC Reports, Murphy and Merger Sub have never employed any employees. Other than reimbursement of any out-of-pocket expenses incurred by Murphy’s officers and directors in connection with activities on Murphy’s behalf in an aggregate amount not in excess of the amount of cash held by Murphy outside of the Trust Account, Murphy and Merger Sub have no unsatisfied material liability with respect to any employee, officer or director.

Section5.14 Taxes.

(a) Murphy and Merger Sub (i) have duly and timely filed (taking into account any extension of time within which to file) all material Tax Returns required by Law to be filed by Murphy or Merger Sub, and all such filed Tax Returns are complete and accurate in all material respects; (ii) have timely paid all material Taxes, whether or not shown as due on such filed Tax Returns and any other material Taxes that Murphy and Merger Sub are otherwise obligated to pay, except with respect to current Taxes not yet due and payable or otherwise being contested in good faith or that are described in clause (a)(v) below; (iii) with respect to all material Tax Returns filed by or with respect to them, have not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency which such waiver or extension remains in effect, and no written request for any such waiver or extension is currently pending; (iv) do not have any deficiency, assessment, claim, audit, examination, investigation, litigation or other proceeding in respect of a material amount of Taxes or material Tax matters pending or proposed or threatened in writing, for a Tax period for which the statute of limitations for assessments remains open; and (v) have provided adequate reserves in accordance with GAAP in the most recent consolidated financial statements of Murphy, for any material Taxes of Murphy and Merger Sub that have not been paid, whether or not shown as being due on any Tax Return.

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(b) Neither Murphy nor Merger Sub is a party to, is bound by or has an obligation to any Governmental Authority or other Person under any Tax sharing agreement, Tax indemnification agreement, Tax allocation agreement or similar contract or arrangement (excluding agreements, contracts, arrangements or commitments the primary purpose of which do not relate to Taxes).

(c) Each of Murphy and Merger Sub has (i) withheld or collected all material Taxes required to have been withheld and paid in connection with amounts paid or owing to any current or former employee, independent contractor, creditor, shareholder or other third party, and

(ii) reported and timely remitted such amounts required to have been withheld or collected, reported and remitted to the appropriate Governmental Authority. All Forms W-2 or 1099 or other Tax Returns required with respect thereto have been properly completed and timely filed.

(d) Neither Murphy nor Merger Sub has been a member of an affiliated group filing a consolidated, combined or unitary U.S. federal, state, local or foreign income Tax Return.

(e) Neither Murphy nor Merger Sub has any material liability for the Taxes of any Person under Treasury Regulation section 1.1502-6 (or any similar provision of state, local or foreign Law), as a transferee or successor, by contract (excluding contracts the primary purpose of which do not relate to Taxes), or otherwise.

(f) Neither Murphy nor Merger Sub (i) has any request for a material ruling in respect of Taxes pending between Murphy and/or Merger Sub, on the one hand, and any Tax authority, on the other hand, or (ii) has entered into any closing agreement, private letter ruling technical advice memoranda or similar agreements with any Tax authority in respect of material Taxes.

(g) Neither Murphy nor Merger Sub has in any year for which the applicable statute of limitations remains open distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 or Section 361 of the Code.

(h) Neither Murphy nor Merger Sub has engaged in or entered into a “listed transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2).

(i) There are no Tax liens upon any assets of Murphy or Merger Sub except for Permitted Liens.

(j) Neither Murphy nor Merger Sub has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code. Neither Murphy nor Merger Sub has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized.

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(k) The unpaid Taxes of Murphy and Merger Sub (i) did not, as of the date of the Financial Statements, exceed the reserve for Taxes (rather than any reserve for deferred Taxes established to reflect timing difference between book and Tax income) set forth on the face of the Financial Statements (rather than in any notes thereto), and (ii) do not exceed that reserve as adjusted for the passage of time through the Effective Time in accordance with the past custom and practice of Murphy and Merger Sub in filing its Tax Returns.

(l) To the Knowledge of Murphy and Merger Sub, Murphy and Merger Sub do not expect (i) any jurisdiction to assess any additional Taxes for any period for which Tax Returns have been filed, and (ii) any jurisdiction in which Tax Returns are not filed to require the filing of Tax Returns. To the Knowledge of Murphy and Merger Sub, within the last three (3) years, no written claim has been made by any Governmental Authority in a jurisdiction where Murphy or Merger Sub does not file a Tax Return that such entity is or may be subject to material Taxes by that jurisdiction in respect of Taxes that would be the subject of such Tax Return, which claim has not been resolved.

(m) Neither Murphy nor Merger Sub will be required to include any item or income, or exclude any item or deduction or loss from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any:

(i) change in method of accounting for a taxable period (or portion thereof) ending on or prior to the Effective Time;

(ii) use of an improper method of accounting for a taxable period ending on or prior to the Effective Time;

(iv) installment sale or open transaction disposition made on or prior to the Effective Time;

(v) prepaid amount received on or prior to the Effective Time;

(vii) election under Section 965(h) of the Code; or

(viii) election under Section 108(i) of the Code.

(n) Each of Murphy and the Merger Sub is classified as a domestic C corporation for U.S. federal income tax purposes.

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(o) Murphy has no Subsidiaries (and has not had any Subsidiary) other than

Merger Sub.

Nothing in this Section 5.14 shall be construed as providing a representation or warranty with respect to (i) any taxable period (or portion thereof) beginning after the Effective Time or (ii) the existence, amount, expiration date or limitations on (or availability of) any Tax attribute.

Section5.15 Listing. As of the date hereof, the Murphy Units, Murphy Common Stock and Murphy Warrants are listed on the Nasdaq Stock Market, with trading symbols “MURFU”, “MURF” and “MURFW,” respectively.

Section5.16 Investment Company Act. Murphy is not an “investment company” within the meaning of the Investment Company Act and the rules and regulations promulgated thereunder.

Section5.17 Registration Statement. As of the time the Registration Statement becomes effective under the Securities Act, the Registration Statement (together with any amendments or supplements thereto) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that Murphy makes no representations or warranties as to the information contained in or omitted from the Registration Statement in reliance upon and in conformity with information furnished in writing to Murphy by or on behalf of the Company specifically for inclusion in the Registration Statement.

Section5.18 Contracts. Except for those contracts filed (or incorporated by reference) as exhibits to the Murphy SEC Reports, neither of Murphy or Merger Sub is party to any contract that would be required to be filed (or incorporated by reference) as an exhibit to Murphy’s Annual Report on Form 10-K pursuant to Item 601(b)(10) of Regulation S-K.

Section5.19 Brokers. Except as set forth on Schedule 5.19 of the Murphy Disclosure Schedules, no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission (including any deferred underwriting commission) in connection with the Transactions (including the Private Placement) based upon arrangements made by or on behalf of Murphy, Merger Sub or any other their respective Affiliates, including Sponsor.

Section5.20 Sponsor Support Agreement. Concurrently with the execution of this Agreement, Murphy has delivered to the Company a true, correct and complete copy of the Sponsor Support Agreement. The Sponsor Support Agreement is in full force and effect and has not been withdrawn or terminated, or otherwise amended or modified, in any respect, and no withdrawal, termination, amendment or modification is contemplated by the Company or Sponsor. The Sponsor Support Agreement is a legal, valid and binding obligation of Murphy and Sponsor and neither the execution or delivery by any party thereto of, nor the performance of any party’s obligations under, the Sponsor Support Agreement violates any provision of, or results in the breach of or default under, or requires any filing, registration or qualification under, any applicable Law. No event has occurred that, with or without notice, lapse of time or both, would constitute a default or breach on the part of Murphy or Sponsor under any term or condition of the Sponsor Support Agreement.

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Section5.21 Murphy’s and Merger Sub’s Investigation and Reliance. Each of Murphy and Merger Sub is a sophisticated purchaser and has made its own independent investigation, review and analysis regarding the Company and the Transactions, which investigation, review and analysis were conducted by Murphy and Merger Sub together with expert advisors, including legal counsel that they have engaged for such purpose. Murphy, Merger Sub and their Representatives have been provided with full and complete access to the Representatives, properties, offices, plants and other facilities, Books and Records of the Company and other information that they have requested in connection with their investigation of the Company and the Transactions. Neither of Murphy nor Merger Sub is relying on any statement, representation or warranty, oral or written, express or implied, made by the Company or any of its Representatives, except as expressly set forth in Article IV (as modified by the Company Disclosure Schedules). Neither the Company nor any of its respective Shareholders, Affiliates or Representatives shall have any liability to Murphy, Merger Sub or any of their respective Shareholders, Affiliates or Representatives resulting from the use of, and Murphy, Merger Sub and their Representatives shall not have relied upon, any information, documents or materials made available to Murphy or Merger Sub or any of their Representatives, whether orally or in writing, in any confidential information memoranda, “data rooms,” management presentations, due diligence discussions or in any other form in expectation of the Transactions. Neither the Company nor any of its Shareholders, Affiliates or Representatives is making, directly or indirectly, any representation or warranty with respect to any estimates, projections or forecasts involving the Company.

Section5.22 Full Disclosure. No representation or warranty by Murphy or Merger Sub in this Agreement and no statement contained in the Murphy Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to the Company pursuant to this Agreement, including all information furnished in writing to the Company by or on behalf of Murphy or Merger Sub specifically for inclusion in the Registration Statement, contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE VI

CONDUCTOF BUSINESS PENDING THE MERGER

Section6.1 Conduct of Business by the Company Pending the Merger.

(a) Except as (i) contemplated by any other provision of this Agreement or any Ancillary Agreement, (ii) set forth in Schedule 6.1 of the Company Disclosure Schedules, (iii) taken (or omitted to be taken), as reasonably necessary, in response to COVID-19 Measures, (iv) may be requested or compelled by any Governmental Authority or (v) required by applicable Law (provided, however, that Company shall provide to the extent practicable reasonable advance notice in writing to Murphy of any action taken as a result of clauses (iii)-(v)), the Company shall not, between the date of this Agreement and the Effective Time or the earlier termination of this Agreement, directly or indirectly, do any of the following without the prior written consent of Murphy, which consent shall not be unreasonably withheld, conditioned or delayed:

(i) amend or otherwise change its or any Subsidiary’s certificate of incorporation or bylaws or equivalent organizational documents;

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(ii) issue, sell, pledge, dispose of, grant or encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, any shares of any class of capital stock or other securities of the Company or of any Subsidiary or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including any phantom interest), of the Company or any Subsidiary;

(iii) (A) fail to maintain its or any Subsidiary’s existence; or (B) adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Subsidiary (other than the transactions contemplated by this Agreement);

(iv) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any Company Capital Stock;

(v) reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any Company Capital Stock;

(vi) (A) acquire (including by merger, consolidation, or acquisition of stock or assets or any other business combination), whether in whole or in part or via an equity or asset acquisition, any other corporation, limited liability company, partnership, other business organization or any division thereof; (B) incur or guarantee any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person, or make any loans or advances, or intentionally grant any security interest in any of its assets, other than additional extensions or borrowings as permitted under existing credit facilities or (C) enter into any new line of business;

(vii) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, agents or consultants), make any material change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial condition of any other Person, except as required under any indemnification agreement to which the Company is a party as of the date hereof and which has been disclosed in the Company Disclosure Schedules;

(viii) except to the extent otherwise permitted pursuant to this Section 6.1, ( A) adopt, enter into or materially amend any Plan or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) to which the Company is a party or by which it is bound, (B) grant or provide any severance, termination payments, bonus, change of control, retention, or benefits to any employee of the Company, except in connection with the promotion or hiring (to the extent permitted by clause (C) of this paragraph) or separation of any employee in the ordinary course of business, (C) hire any employee of the Company or any other individual who is providing or will provide services to the Company other than any employee with an annual base salary of less than $150,000 or any employee hired to replace terminated employees in the ordinary course of business, (D) adopt, enter into or materially amend Contracts with any consultants or natural person independent contractors that involve consideration of more than $150, 000 in the aggregate or (E) take any action to accelerate the vesting, payment or funding of any cash or equity-based compensation, payment or benefit other than as contemplated by this Agreement;

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(ix) grant any material increase in the compensation, incentives or benefits payable or to become payable to any current or former director, officer, employee or consultant of the Company as of the date of this Agreement, other than (A) increases in the ordinary course of business, or (B) increases required by the terms of a Plan or applicable Law;

(x) make any change in any method of financial accounting or financial accounting principles, policies, procedures or practices, except as required by a concurrent amendment in GAAP or applicable Law made subsequent to the date hereof, as agreed to by its independent accountants;

(xi) make, change or revoke any material Tax election, adopt or change any material Tax accounting method or period, file any amendment to a material Tax Return, enter into any agreement with a Governmental Authority with respect to a material amount of Taxes, settle or compromise any examination, audit or other Action with a Governmental Authority of or relating to any material United States federal, state, local or non-United States income Tax liability, consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of Taxes, or enter into any Tax sharing or similar agreement (excluding any commercial contract not primarily related to Taxes);

(xii) take any action, or knowingly fail to take any action, which action or failure to act would reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment;

(xiii) enter into, modify in any material respect or terminate any Contract that is (or would be if entered into prior to the date of this Agreement) a Material Contract of the type described in Section 4.17(a), other than in the ordinary course of business;

(xiv) acquire any fee interest in real property;

(xv) settle any Action (A) if such settlement would require payment by the Company in an amount greater than $200,000 or (B) to the extent such settlement is adverse to the Company and involves an Action brought by a Governmental Authority or alleged criminal wrongdoing;

(xvi) make or authorize any payment of, or accrual or commitment for, capital expenditures in excess of $100,000 for any individual capital expenditure or series of related capital expenditures or $300,000 in the aggregate;

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(xvii) enter into, renew, or materially amend, any Company Affiliate Agreement;

(xviii) make any payment, distribution, loan or other transfer of value to any Related Party, other than (A) payments to employees in the ordinary course of business, and (B) payments pursuant to Company Affiliate Agreements set forth on Schedule 4.26 of the Company Disclosure Schedules;

(xix) fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Company and its assets, properties and businesses;

(xx) permit any material item of Company IP to lapse or to be abandoned, invalidated, dedicated to the public, or disclaimed, or otherwise become unenforceable;

(xxi) in all respects not already set forth in this Section 6.1, fail to conduct the Company Business in the ordinary course of business consistent with past practice; or

(xxii) enter into any agreement or otherwise make a binding commitment to do any of the foregoing.

Section6.2 Conduct of Business by Murphy Pending the Merger. From the date hereof through the Closing Date, Murphy shall remain a “blank check company” as defined under the Securities Act, and without the Company’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed) shall not conduct any business operations other than in connection with this Agreement and ordinary course operations to maintain its status as a Nasdaq- listed special purpose acquisition company pending the completion of the transactions contemplated hereby. Without limiting the generality of the foregoing, from the date hereof through the Closing Date, other than in connection with the transactions contemplated by this Agreement, without the Company’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), Murphy shall not amend, waive or otherwise change the Trust Agreement in any manner adverse to Murphy.

Section6.3 Claims Against Trust Account. The Company (on its own behalf and on behalf of the Shareholders) agrees that, notwithstanding any other provision contained in this Agreement, the Company does not now have, and shall not at any time prior to the Effective Time have, any claim to, or make any claim against, the Trust Fund, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between the Company on the one hand, and Murphy and Merger Sub on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to in this Section 6.3 as the “Claims”). Notwithstanding any other provision contained in this Agreement, the Company hereby irrevocably waives any Claim it may have, now or in the future and will not seek recourse against the Trust Fund, any monies held in the Trust Account (or any distributions therefrom directly or indirectly to Murphy’s stockholders) for any reason whatsoever in respect thereof. This Section 6.3 shall survive the termination of this Agreement for any reason.

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Section6.4 Applicable Per Share Merger Consideration. At least three (3) Business Days prior to the Closing Date, the Company shall provide Murphy with an updated version of Exhibit A that sets for the Applicable Per Share Merger Consideration for each holder of the Company Ordinary Shares, including (a) Company Ordinary Shares issued upon the Company Convertible Debt Conversion and (b) the conversion of any convertible notes that were issued following the date hereof but prior to the Closing Date pursuant to Section 6.1(a).

ARTICLE VII

ADDITIONAL AGREEMENTS

Section7.1 Preparation of Registration Statement; Special Meeting; Company Requisite Approval.

(a) As promptly as practicable after the execution of this Agreement, (i) Murphy (with the assistance and cooperation of the Company as reasonably requested by Murphy) shall use reasonable best efforts to cause to be filed with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Murphy Common Stock to be issued in connection with the Merger. Murphy shall use reasonable best efforts to (i) cause the Registration Statement when filed with the SEC to comply in all material respects with all legal requirements applicable thereto, (ii) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Registration Statement, and (iii) cause the Registration Statement to be declared effective under the Securities Act as promptly as practicable and (iv) keep the Registration Statement effective as long as is necessary to consummate the Transactions unless this Agreement is terminated in accordance with Article IX. The Company shall promptly provide to Murphy such information concerning the Company (including, for the avoidance of doubt, any Company financial statements) and the Shareholders as is required by the Securities Laws. As promptly as practicable after the Registration Statement is declared effective under the Securities Act, Murphy will cause the Proxy Statement to be mailed to stockholders of Murphy.

(b) Murphy agrees to include provisions in the Proxy Statement and to take reasonable action related thereto with respect to approval and adoption of (i) this Agreement, the Merger and the other Transactions, (ii) the Amended Charter, (iii) the issuance of the Murphy Common Stock in connection with the issuance of the Merger Consideration, including any required approvals under Nasdaq rules, (iv) the election of directors effective as of the Closing as contemplated by Section 2.5, and (v) any other proposals the Parties deem necessary or advisable to effectuate the Merger and the other Transactions (collectively, the “Murphy Proposals”).

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(c) No filing of, or amendment or supplement to the Proxy Statement or the Registration Statement will be made by Murphy without the approval of the Company, which shall not be unreasonably withheld, conditioned or delayed. Murphy will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the Murphy Common Stock to be issued or issuable to the Shareholders in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy Statement or the Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information. Each of Murphy and the Company shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed), any response to comments of the SEC or its staff with respect to the Registration Statement and any amendment to the Registration Statement filed in response thereto.

(d) If Murphy or the Company becomes aware that the Registration Statement, (i) as of the Effective Time, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading, or, (ii) at any time prior to the Effective Time, information contained in the Registration Statement shall have become false or misleading in any material respect or that the Registration Statement is required to be amended in order to comply with applicable Law (including the Securities Laws), then (x) such Party shall promptly inform the other Parties and (y) Murphy, on the one hand, and the Company, on the other hand, shall cooperate and mutually agree upon (such agreement not to be unreasonably withheld, conditioned or delayed) an amendment or supplement to the Registration Statement. Murphy shall use reasonable best efforts to cause the Registration Statement, as so amended or supplemented, to be filed with the SEC and the Proxy Statement to be disseminated to the holders of shares of Murphy Common Stock, as applicable, in each case pursuant to applicable Law and subject to the terms and conditions of this Agreement and Murphy Organizational Documents.

(e) Murphy shall use reasonable best efforts to, as promptly as practicable, after the Registration Statement is declared effective by the SEC, (i) establish the record date for, duly call, give notice of, convene and hold the Special Meeting in accordance with the DGCL, (ii) cause the Proxy Statement to be disseminated to the stockholders of Murphy and (iii) solicit proxies from the stockholders of Murphy to vote in favor of each of the Murphy Proposals. Murphy shall, through the Murphy Board, recommend to its stockholders that they approve each of the Murphy Proposals (the “Murphy Board Recommendation”) and shall include the unqualified Murphy Board Recommendation in the Proxy Statement. The Murphy Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Murphy Board Recommendation, except as required by Law; provided, however, that, the Murphy Board may make a withdrawal of such recommendation or an amendment, qualification or modification of such recommendation to the extent that (i) after consultation with counsel, the Murphy Board determines that a failure to make such a change would reasonably be likely to be inconsistent with its fiduciary duties under applicable Law, (ii) Murphy promptly delivers to the Company a written notice advising the Company that the Murphy Board proposes to take such action and specifying the reasons therefor, (iii) until 5:00 pm on the third Business day following the date such notice was delivered, if requested by the Company, Murphy will engage in good faith negotiations to make adjustments to the terms of this Agreement so that the need to make such change in the Murphy Board Recommendation is obviated and (iv) following such time referred to in clause (iii) above, the Murphy Board determines in good faith (after consultation with its counsel, and taking into account any modifications to this Agreement proposed by the Company prior to such time) that the failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Notwithstanding the foregoing provisions of this Section 7.1(e), if on a date for which the Special Meeting is scheduled, Murphy has not received proxies representing a sufficient number of shares of Murphy Common Stock to approve, in consultation with the Company, the Murphy Proposals, whether or not a quorum is present, Murphy shall have the right to make one or more successive postponements or adjournments of the Special Meeting.

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(f) As promptly as reasonably practicable, and in any event within 10 Business Days, the Company shall use reasonable best efforts to obtain and deliver to Murphy a true, complete and correct copy of a written consent (in form and substance reasonably satisfactory to Murphy) evidencing the Company Requisite Approval that is duly executed by the Shareholders that hold at least the requisite number and class of issued and outstanding shares of Company Capital Stock required to obtain the Company Requisite Approval. If the Company Requisite Approval is obtained, then promptly following the receipt of the Company Requisite Approval, the Company will prepare and deliver to its Shareholders who have not consented the notice required by the Companies Act. Unless this Agreement has been terminated in accordance with its terms, the Company’s obligation to solicit written consents from the Shareholders to give the Company Requisite Approval in accordance with this Section 7.1(f) shall not be limited or otherwise affected by the making, commencement, disclosure, announcement or submission of any Company Acquisition Proposal. The Company shall, through the Company Board, recommend to the Shareholders that they adopt this Agreement (the “Company Board Recommendation”). The Company Board shall not (and no committee or subgroup thereof shall) change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, the Company Board Recommendation, except as required by Law.

Section7.2 Access to Information; Confidentiality; Publicity.

(a) From the date of this Agreement until the Effective Time, the Company and Murphy shall (and shall cause their respective subsidiaries, Affiliates and Representatives to): (i) provide to the other Party (and the other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such Party and its subsidiaries and to the Books and Records thereof; and (ii) furnish promptly to the other Party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other Party or its Representatives may reasonably request. Notwithstanding the foregoing, neither the Company nor Murphy shall be required to provide access to or disclose information where the access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene applicable Law or (ii) require providing access that such Party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any employee of such Party (it being agreed that the Parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention).

(b) All information obtained by the Parties pursuant to this Section 7.2 shall be kept confidential in accordance with the confidentiality agreement, dated July 29, 2022 (the “Confidentiality Agreement”), between Murphy and the Company.

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(c) No Party hereto shall make any public announcement or issue any public communication regarding this Agreement or the Transactions, or any matter related to the foregoing, without first obtaining the prior written consent of the Company or Murphy, as applicable (which consent shall not be unreasonably withheld, conditioned or delayed), except if such announcement or other communication is required by applicable Law or legal process (including pursuant to the Securities Laws or the rules of any national securities exchange), in which case Murphy or the Company, as applicable, shall use their reasonable best efforts to coordinate such announcement or communication with the other Party, prior to announcement or issuance and allow the other Party a reasonable opportunity to comment thereon (which shall be considered by Murphy or the Company, as applicable, in good faith); provided, however, that, the foregoing shall not prohibit any Party from communicating with third parties, under confidentiality terms no less restrictive than the Confidentiality Agreement, to the extent necessary for the purpose of seeking any third party consent.

Section7.3 Exclusivity.

(a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company shall not, and shall cause its Representatives not to, directly or indirectly: (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Company Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Company Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Company Acquisition Proposal; (iv) prepare or take any steps in connection with a public or private offering of any equity securities of the Company (or any Affiliate or successor of the Company); or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. The Company shall, and shall cause its Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than with Murphy, its stockholders and their Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Company Acquisition Proposal. The Company agrees to (A) notify Murphy promptly upon receipt of any Company Acquisition Proposal by the Company, and to describe the material terms and conditions of any such Company Acquisition Proposal in reasonable detail (including the identity of the Persons making such Company Acquisition Proposal) and (B) keep Murphy reasonably informed on a current basis of any modifications to such offer or information.

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(b) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Murphy and Merger Sub shall not, and shall cause their Representatives not to, directly or indirectly: (i) solicit, initiate, encourage (including by means of furnishing or disclosing information), facilitate, discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with respect to a Murphy Acquisition Proposal; (ii) furnish or disclose any non-public information to any Person in connection with, or that could reasonably be expected to lead to, a Murphy Acquisition Proposal; (iii) enter into any Contract or other arrangement or understanding regarding a Murphy Acquisition Proposal; (iv) prepare or take any steps in connection with a public or private offering of any equity securities of Murphy (or any Affiliate or successor of Murphy); or (v) otherwise cooperate in anyway with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any Person to do or seek to do any of the foregoing. Murphy and Merger Sub shall, and shall cause their Affiliates and Representatives to, immediately cease any and all existing discussions or negotiations with any Person (other than with the Company, its stockholders and their Representatives) conducted prior to the date hereof with respect to, or which is reasonably likely to give rise to or result in, a Murphy Acquisition Proposal. Murphy and Merger Sub agree to (A) notify the Company promptly upon receipt of any Murphy Acquisition Proposal by Murphy (or any Affiliate or successor of Murphy), and to describe the material terms and conditions of any such Murphy Acquisition Proposal in reasonable detail (including the identity of the Persons making such Murphy Acquisition Proposal) and (B) keep the Company reasonably informed on a current basis of any modifications to such offer or information.

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Section7.4 Employment Agreements. The Company and Murphy shall cooperate in good faith to negotiate new employment agreements with the persons listed on Schedule 7.4 of the Company Disclosure Schedule, to be effective on the Closing Date, and subject to the terms identified thereon.

Section7.5 Directors’ and Officers’ Indemnification.

(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of Murphy, Merger Sub or the Company and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of Murphy, Merger Sub or the Company (the “D&O Indemnified Persons”) as provided in their respective organizational documents or under any indemnification, employment or other similar agreements between any D&O Indemnified Person and Murphy, Merger Sub or the Company, in each case as in effect on the date of this Agreement, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. Such rights shall include indemnification against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, or liabilities, whether asserted or claimed prior to or after the Effective Time and whether the claim involves the enforcement of the terms of this Section 7.5(a). For a period of six (6) years after the Effective Time, Murphy shall cause the Amended Charter and the Surviving Corporation Articles of Incorporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to D&O Indemnified Persons than are set forth as of the date of this Agreement in the Murphy Organizational Documents and Company Organizational Documents to the extent permitted by applicable Law. The provisions of this Section 7.5 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Persons and their respective heirs and representatives.

(b) For a period of six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect directors’ and officers’ liability (“D&O Insurance”) covering those persons who are (i) currently covered by the Company’s and officers’ liability insurance policy and (ii) at or after the Closing Date on the board of directors of the Surviving Corporation (true, correct and complete copies of which have been heretofore made available to the Company or its agents and Representatives) (the “Company D&O Insurance”) on terms no less favorable than the terms of such current insurance coverage.

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(c) For the benefit of Murphy’s, Merger Sub’s and the Company’s directors and officers, Murphy and the Company shall be permitted prior to the Effective Time to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Murphy’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, Murphy shall maintain the D&O Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and Murphy shall timely pay or caused to be paid all premiums with respect to the D&O Tail Insurance.

(d) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.5 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Murphy and the Surviving Corporation and all successors and assigns of Murphy and the Surviving Corporation. In the event that Murphy, the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person or effects any division transaction, then, and in each such case, Murphy and the Surviving Corporation shall ensure that proper provision shall be made so that the successors and assigns of Murphy or the Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 7.5. The obligations of Murphy and the Surviving Corporation under this Section 7.5 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director or officer of the Company or Murphy, or other Person that may be a director or officer of the Company or Murphy prior to the Effective Time, to whom this Section 7.5 applies without the consent of the affected Person. The rights of each Person entitled to indemnification or advancement hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Company Organizational Documents, the Murphy Organizational Documents, or any other indemnification arrangement, any applicable law, rule or regulation or otherwise. The provisions of this Section 7.5 are expressly intended to benefit, and are enforceable by, each Person entitled to indemnification or advancement hereunder and their respective successors, heirs and representatives, each of whom is an intended third-party beneficiary of this Section 7.5.

Section7.6 Transaction Litigation. In the event that any Action related to this Agreement, any Ancillary Agreement or the Transactions is brought, or to the Knowledge of Murphy, threatened in writing, against Murphy or its directors or officers by any of Murphy’s stockholders or by a Governmental Authority prior to the Closing, Murphy shall promptly notify the Company of any such Action and keep the Company reasonably informed with respect to the status thereof. Murphy shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), but not control, the defense of any such Action, shall give due consideration to the Company’s advice with respect to such litigation and shall provide the Company with a meaningful opportunity to review and give due consideration to the Company’s concerns regarding the settlement of any such Action.

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Section7.7 Tax Matters.

(a) Each of Murphy, Merger Sub and the Company shall use their respective reasonable best efforts to cause the Merger to qualify, and agree not to, and not to permit or cause any of their Affiliates or subsidiaries to, take any action which to its Knowledge could reasonably be expected to prevent or impede the Transactions from qualifying for the Intended Tax Treatment. This Agreement is intended to constitute, and the Parties hereto hereby adopt this Agreement as, a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a). Each of Murphy, Merger Sub and the Company shall report the Transactions in a manner consistent with the Intended Tax Treatment unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, including attaching the statement described in Treasury Regulations Section 1.368-3(a) on or with its U.S. federal income Tax Return for the taxable year of the Merger.

(b) The Company, Murphy and Merger Sub hereby adopt this Agreement as a “plan of reorganization” within the meaning of Treasury Regulation Sections 1.368-2(g) and 1.368-3(a).

(c) Murphy and the Merger Sub will cause the Company to continue the Company’s historic business or use a significant portion of the Company’s historic business assets in a business within the meaning of Section 1.368-1(d) of the Treasury Regulations.

(d) If, in connection with the preparation and filing of the Registration Statement/Proxy Statement, if the SEC requires that an opinion of counsel be provided with respect to the tax treatment of the Transactions, Murphy and the Company shall deliver to counsel for both Parties, respectively, customary Tax representation letters satisfactory to each counsel, dated and executed as of the date the Registration Statement shall have been declared effective by the SEC and such other date(s) as determined reasonably necessary by such counsel. Notwithstanding the foregoing or anything to the contrary herein, neither Sichenzia Ross Ference LLP nor Thompson Hine LLP shall be required to provide a tax opinion with respect to the Intended Tax Treatment. In addition, as the Company is a non-U.S. corporation without a sufficient nexus to the United States, including having no U.S. shareholders or operations, notwithstanding anything in this Agreement or any Ancillary Document to the contrary, the Company and its Affiliates, representatives, and advisors shall not be required to provide a Tax opinion with respect to the Intended Tax Treatment.

(e) Murphy and the Company acknowledge that the Merger is not conditioned on the receipt of a Tax opinion that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code. Any filings with the SEC in connection with the Merger, including the Registration Statement/Proxy Statement, shall include a statement indicating that the Merger is not conditioned on the receipt of a Tax opinion that opines that the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code. The Company is organized outside the United States and has no operations in the United States. None of the shareholders of the Company are “United States persons” within the meaning of Section 7701(a)(30) of the Code. Thus, even if the Merger were a taxable transaction for U.S. tax purposes, neither the Company nor any of its shareholders would have any U.S. tax liability resulting from the Merger.

(f) Each of the Parties shall (and shall cause their respective Affiliates to) cooperate fully, as and to the extent reasonably requested by another Party, in connection with the filing of any relevant Tax Returns, and any audit, examination or other proceeding with respect to Taxes.

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(g) Murphy shall be responsible for any sales, use, real property transfer, stamp or other similar transfer Taxes imposed in connection with the Transactions and the preparation and filing of any Tax Returns required to be filed with respect thereto.

Section7.8 Stock Exchange Listing. Murphy will use reasonable best efforts to cause the Murphy Common Stock issued in connection with the Transactions to be approved for listing on Nasdaq (and the Company shall reasonably cooperate in connection therewith), subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Effective Time. During the period from the date hereof until the Closing, Murphy shall use reasonable best efforts to keep the Murphy Common Stock and Murphy Warrants listed for trading on Nasdaq.

Section7.9 Murphy Public Filings. From the date hereof through the Closing, Murphy will use reasonable best efforts to keep current and timely file all reports required to be filed or furnished with the SEC and otherwise to comply in all material respects with its reporting obligations under applicable Securities Laws.

Section7.10 Efforts to Consummate; Antitrust; Regulatory Approvals.

(a) Upon the terms and subject to the conditions of this Agreement, each of the Parties hereto shall use reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, such things as are necessary, proper or advisable under applicable Laws or otherwise to consummate and make effective the Transactions, including using reasonable best efforts to obtain all permits, consents, approvals, authorizations, qualifications and orders of Governmental Authorities and parties to contracts with the Company necessary for the consummation of the Transactions and to fulfill the conditions to the Merger. In case, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the proper officers and directors of each Party shall use their reasonable best efforts to take all such action.

(b) Each of the Parties shall keep each other apprised of the status of matters relating to the Transactions, including promptly notifying the other Parties of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permitting the other Parties to review in advance, and to the extent practicable consult about, any proposed communication by such Party to any Governmental Authority in connection with the Transactions. No Party shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Parties in advance and, to the extent permitted by such Governmental Authority, gives the other Parties the opportunity to attend and participate at such meeting. Subject to the terms of the Confidentiality Agreement, the Parties will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other Parties may reasonably request in connection with the foregoing. Subject to the terms of the Confidentiality Agreement, the Parties will provide each other with copies of all material correspondence, filings or communications, including any documents, information and data contained therewith, between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transactions. No Party shall take or cause to be taken any action before any Governmental Authority that is inconsistent with or intended to delay its action on requests for a consent or the consummation of the Transactions.

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(c) To the extent required under any Laws that are designed to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade, including the HSR Act (“Antitrust Laws”), each Party agrees to promptly, but in no event more than fifteen (15) Business Days after the date of this Agreement, make any required filing or application under Antitrust Laws, as applicable. The Parties agree to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to Antitrust Laws and to take all other actions necessary, proper or advisable to cause the expiration or termination of the applicable waiting periods or obtain required approvals, as applicable under Antitrust Laws as soon as practicable, including by requesting early termination of the waiting period provided for under the HSR Act.

(d) Each Party shall, in connection with its efforts to obtain all requisite approvals and authorizations for the Transactions under any Antitrust Law, use reasonable best efforts to: (i) cooperate in all respects with each other Party or its Affiliates in connection with any filing or submission and in connection with any investigation or other inquiry, including any proceeding initiated by a private person; (ii) keep the other Parties reasonably informed of any communication received by such Party or its Representatives from, or given by such Party or its Representatives to, any Governmental Authority and of any communication received or given in connection with any proceeding by a private person, in each case regarding any of the Transactions; (iii) permit a Representative of the other Parties and their respective outside counsel to review any communication given by it to, and consult with each other in advance of any meeting or conference with, any Governmental Authority or, in connection with any proceeding by a private person, with any other Person, and to the extent permitted by such Governmental Authority or other Person, give a Representative or Representatives of the other Parties the opportunity to attend and participate in such meetings and conferences; (iv) in the event a Party’s Representative is prohibited from participating in or attending any meetings or conferences, the other Parties shall keep such Party promptly and reasonably apprised with respect thereto; and (v) use reasonable best efforts to cooperate in the filing of any memoranda, white papers, filings, correspondence or other written communications explaining or defending the Transactions, articulating any regulatory or competitive argument, and/or responding to requests or objections made by any Governmental Authority.

(e) Each of Murphy and the Company shall not, and shall cause its respective subsidiaries (as applicable) not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing a portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, or take any other action, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger or consolidation, or the taking of any other action, would reasonably be expected to: (i) impose any delay in the obtaining of, or increase the risk of not obtaining, any authorizations, consents, orders or declarations of any Governmental Authorities or the expiration or termination of any applicable waiting period; (ii) increase the risk of any Governmental Authority entering an order prohibiting the consummation of the Transactions; (iii) increase the risk of not being able to remove any such order on appeal or otherwise; or (iv) delay or prevent the consummation of the Transactions.

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(f) The Parties further covenant and agree, with respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the ability of the Parties to consummate the Transactions, to use reasonable best efforts to prevent or lift the entry, enactment or promulgation thereof, as the case may be.

(g) The Company will pay all filing fees related to Antitrust Laws required by the Transactions.

Section7.11 Trust Account. Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in Article VIII), Murphy shall provide notice to the Trustee in accordance with the Trust Agreement and shall deliver any other documents, opinions or notices required to be delivered to the Trustee pursuant to the Trust Agreements so that the Trustee shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, for the following uses: (a) the redemption of any shares of Murphy Class A Common Stock held by a Redeeming Shareholder in connection with the Offer;

(b) the payment of the Outstanding Company Transaction Expenses and Outstanding Murphy Transaction Expenses pursuant to Section 3.5; and (c) the balance after payment and disbursement of the amounts required under the foregoing clauses (a)-(b), to be disbursed to Murphy, and thereafter shall cause the Trust Account and the Trust Agreement to terminate.

Section7.12 Section 16 Matters. Prior to the Closing, the Murphy Board, or an appropriate committee of “non-employee directors” (as defined in Rule 16b-3 under the Exchange Act) thereof, shall adopt a resolution consistent with the interpretive guidance of the SEC so that the acquisition of Murphy Common Stock pursuant to this Agreement and the other agreements contemplated hereby, by any Person owning securities of the Company who is expected to become a director or officer (as defined under Rule 16a-1(f) under the Exchange Act) of Murphy following the Closing shall be an exempt transaction for purposes of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 thereunder. Murphy shall provide the Company and such individuals with copies of any resolutions proposed to be adopted by the Murphy Board in connection with the foregoing prior to such adoption.

Section7.13 Preparation and Delivery of PCAOB Audited Financial Statements and Interim Financial Statements. As soon as reasonably practicable following the date of this Agreement, the Company shall deliver to Murphy the PCAOB Audited Financial Statements and Interim Financial Statements.

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Section7.14 Support of Transaction. Subject to Section 7.3, without limiting any covenant contained herein, including the obligations of the Company and Murphy with respect to the notifications, filings and applications described in Section 7.10, which obligations shall control to the extent of any conflict with the succeeding provisions of this Section 7.14, Murphy and the Company shall each, and shall each cause their respective Subsidiaries to: (a) use reasonable best efforts to assemble, prepare and file any information (and, as needed, to supplement such information) as may be reasonably necessary to obtain as promptly as reasonably practicable all governmental and regulatory consents required to be obtained in connection with the Transactions, (b) use reasonable best efforts to obtain all material consents and approvals of third parties that any of Murphy, the Company or their respective Affiliates are required to obtain in order to consummate the Transactions, including any required approvals of parties to Material Contracts with the Company, and (c) take such other action as may reasonably be necessary or as another party may reasonably request to satisfy the conditions of Article VIII or otherwise to comply with this Agreement and to consummate the Transactions as soon as practicable. Notwithstanding the foregoing, in no event shall Murphy, Merger Sub or the Company be obligated to bear (and without the consent of Murphy the Company shall not agree to bear) any material expense or pay any material fee or grant any material concession, in connection with obtaining any consents, authorizations or approvals pursuant to the terms of any Contract to which the Company is a party or otherwise in connection with the consummation of the Transactions.

Section7.15 Notice of Certain Events. Each Party shall promptly notify the other Party of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or any Ancillary Agreement, or that the transactions contemplated by this Agreement or the Ancillary Agreements might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company capital stock, any share capital or capital stock of Murphy or any of the Company’s or Murphy’s assets;

(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Ancillary Agreements;

(c) any Actions commenced or, to such Party’s Knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements;

(d) the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result, in a Material Adverse Change; and

(e) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation or warranty made hereunder by such Party to be false or misleading in any material respect or to omit or fail to state a material fact.

ARTICLE VIII

CONDITIONS TO THE MERGER

Section8.1 Conditions to the Obligations of Each Party. The obligations of the Company, Murphy and Merger Sub to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

(a) Murphy Stockholders’ Approval. The Murphy Proposals shall have been approved and adopted by the requisite affirmative vote of the stockholders of Murphy in accordance with the Proxy Statement, the DGCL, the Murphy Organizational Documents and the rules and regulations of Nasdaq.

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(b) Company Requisite Approval. The Company Requisite Approval shall have been obtained.

(c) No Order. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect of making the Transactions, including the Merger, illegal or otherwise prohibiting consummation of the Transactions, including the Merger.

(d) No Litigation. There shall not be pending any Action by any Governmental Entity in any court of competent jurisdiction seeking to prohibit the consummation of the Merger or any other transaction contemplated by this Agreement or that would otherwise cause a Murphy Material Adverse Effect or a Company Material Adverse Effect.

(e) Antitrust Approvals and Waiting Periods. If applicable, all required filings under the HSR Act shall have been completed and any applicable waiting period (and any extension thereof) applicable to the consummation of the Transactions under the HSR Act shall have expired or been terminated, and any pre-Closing approvals or clearances reasonably required thereunder shall have been obtained.

(f) Registration Statement. The Registration Statement shall have been declared effective under the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement shall have been initiated or be threatened by the SEC.

(g) Stock Exchange Listing. The shares of Murphy Common Stock to be issued in connection with the Transactions shall have been approved for listing on Nasdaq as of the Closing Date.

(h) Ancillary Agreements. The Ancillary Agreements shall have been executed and delivered by all parties thereto.

(i) Minimum Proceeds. The aggregate cash available to Murphy at the Closing from the Trust Account and its corporate account (after giving effect to the redemption of any shares of Murphy Class A Common Stock in connection with the Murphy Proposals, but before giving effect to (i) the payment of the Outstanding Murphy Transaction Expenses, and (ii) the payment of the Outstanding Company Transaction Expenses), shall equal or exceed twenty-seven million dollars ($27,000,000).

(j) Net Tangible Assets Test. Upon the Closing, Murphy shall not have redeemed shares of Murphy Class A Common Stock in the Offer in an amount that would cause Murphy to have less than $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) under the Exchange Act).

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(k) PIPE Financing. The aggregate cash proceeds available to Murphy from the PIPE Financing and the funds remaining in the Trust Account after redemptions shall be not less than an aggregate of $27,000,000.

(l) Lock-Up. The holders of the Company Capital Stock set forth on Schedule 8.1(l) shall have entered into lock-up agreements in a form that is reasonably satisfactory to Murphy and the Company.

(m) Non-Continuing Directors and Officers. Each of the Company and Murphy shall have delivered resignation letters, in a form that is reasonably satisfactory to Murphy and the Company, for the directors and officers of each of the Company and Murphy that shall not continue in such positions following the Closing (it being understood that each of the Company and Murphy shall notify the other party of all such individuals at least three (3) Business Days prior to the Closing).

Section8.2 Conditions to the Obligations of Murphy and Merger Sub. The obligations of Murphy and Merger Sub to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of the Company shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Company Material Adverse Effect” or any similar limitation contained herein) on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such specified date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, have not had a Company Material Adverse Effect.

(b) Agreements and Covenants. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

(c) Officer Certificate. The Company shall have delivered to Murphy a certificate, dated the date of the Closing, signed by an officer of the Company, certifying as to the satisfaction of the conditions specified in Section 8.2(a), Section 8.2(b) and Section 8.2(e).

(d) Consents. All approvals, consents and waivers that are listed on Schedule 8.2(d) of the Company Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to Murphy at or prior to the Closing.

(e) No Company Material Adverse Effect. No Company Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date that is continuing.

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(f) Shareholder Support Agreement. The Shareholder Support Agreement shall be in full force and effect, and no signatory to the Shareholder Support Agreement shall have attempted to repudiate or disclaim any of its or his obligations thereunder.

(g) Company Convertible Securities. Murphy shall have received evidence acceptable to Murphy that the Company shall have converted, terminated, extinguished and cancelled in full the Company Convertible Debt, and any other securities convertible into Company Ordinary Shares.

(h) Conduit UK Management Ltd. Conduit UK Management Ltd. will be transferred to the Company and become a wholly owned subsidiary of the Company.

(i) Assignment of Certain Intellectual Property. Application No. JP 2022- 176753 shall have been assigned to Conduit UK Management Ltd.

Section8.3 Conditions to the Obligations of the Company. The obligations of the Company to consummate the Transactions, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions:

(a) Representations and Warranties. The representations and warranties of Murphy and Merger Sub shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “Murphy Material Adverse Effect” or any similar limitation contained herein) on and as of the date of this Agreement and on as of the Closing Date as though made on and as of the Closing Date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be so true and correct as of such specified date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, have not had a Murphy Material Adverse Effect.

(b) Agreements and Covenants. Murphy and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

(c) Officer Certificate. Murphy shall have delivered to the Company a certificate, dated the date of the Closing, signed by the President of Murphy, certifying as to the satisfaction of the conditions specified in Section 8.3(a), Section 8.3(b) and Section 8.3(d).

(d) Material Adverse Effect. No Murphy Material Adverse Effect shall have occurred between the date of this Agreement and the Closing Date that is continuing.

(e) Equity Incentive Plan. Murphy, in consultation with, and based on the recommendations of, a compensation consultant, shall have agreed to a new equity incentive plan for Murphy to be in effect following the Closing Date with customary market terms for comparable public companies and with an initial share reserve of no more than ten percent (10%) of Murphy’s fully diluted common stock immediately outstanding after Closing.

Section 8.4 Frustration of Conditions. None of the Parties may rely on the failure of any condition set forth in this Article VIII to be satisfied if such failure was caused by such Party’s breach of a covenant or agreement contained herein.

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ARTICLE IX

TERMINATION, AMENDMENT AND WAIVER

Section9.1 Termination. This Agreement may be terminated and the Merger and the other Transactions may be abandoned at any time prior to the Effective Time, notwithstanding any requisite approval and adoption of this Agreement and the Transactions by the Shareholders or Murphy, as follows:

(a) by mutual written consent of Murphy and the Company;

(b) by either Murphy or the Company if the Effective Time shall not have occurred prior to May 31, 2023 (the “Outside Date”); provided, however, that this Agreement may not be terminated under this Section 9.1(b) by or on behalf of any Party that either directly or indirectly through its Affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained herein and such breach or violation is the principal cause of the failure of a condition set forth in Article VIII on or prior to the Outside Date;

(c) by either Murphy or the Company if any Governmental Authority in the United States or a foreign government shall have enacted, issued, promulgated, enforced or entered any permanent injunction, order, decree or ruling which has become final and nonappealable and has the effect of making consummation of the Transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Transactions or the Merger;

(d) by Murphy upon a breach of any representation, warranty, covenant or agreement on the part of the Company set forth in this Agreement, or if any representation or warranty of the Company shall have become untrue, in either case such that the conditions set forth in Sections 8.2(a) or 8.2(b), as applicable, would not be satisfied (“Terminating Company Breach”); *provided, however,*that Murphy and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in this Agreement; and provided further, that if such Terminating Company Breach is curable by the Company, Murphy may not terminate this Agreement under this Section 9.1(d) for so long as the Company continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within the earlier of (i) 20 Business Days after notice of such breach is provided by Murphy to the Company and (ii) the Outside Date;

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(e) by the Company upon a breach of any representation, warranty, covenant or agreement on the part of Murphy or Merger Sub set forth in this Agreement, or if any representation or warranty of Murphy or Merger Sub shall have become untrue, in either case such that the conditions set forth in Sections 8.3(a) or 8.3(b), as applicable, would not be satisfied (“Terminating Murphy Breach”); provided, however, that the Company has not waived such Terminating Murphy Breach and the Company is not then in material breach of its representations, warranties, covenants or agreements in this Agreement; and provided further, that, if such Terminating Murphy Breach is curable by Murphy and Merger Sub, the Company may not terminate this Agreement under this Section 9.1(e) for so long as Murphy and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within the earlier of (i) 20 Business Days after notice of such breach is provided by the Company to Murphy and (ii) the Outside Date;

(f) by Murphy if there is a Company Material Adverse Effect;

(g) by the Company if there is a Murphy Material Adverse Effect;

(h) by either Murphy or the Company if any of the Murphy Proposals shall fail to receive the requisite vote for approval at the Special Meeting; or

(i) by written notice from Murphy if the Company Requisite Approval is not obtained within 10 Business Days after the date of this Agreement.

Section9.2 Effect of Termination. In the event of the termination of this Agreement pursuant to Section 9.1, this Agreement shall forthwith become void, and there shall be no liability under this Agreement on the part of any Party, except as set forth in this Section 9.2, Article XI, and any corresponding definitions set forth in Article I, or in the case of termination subsequent to a Willful Breach of this Agreement by a Party. The provisions of Section 6.3 (Claims Against Trust Account), Section 7.2 (Access to Information; Confidentiality; Publicity), this Section 9.2 (Effect of Termination) and Article XI (General Provisions) (collectively, the “Surviving Provisions”) and the Confidentiality Agreement, and any other Section or Article of this Agreement referenced in the Surviving Provisions which is required to survive in order to give appropriate effect to the Surviving Provisions, shall in each case survive any termination of this Agreement.

Section9.3 Expenses. Except for the Outstanding Company Transaction Expenses and the Outstanding Murphy Transaction Expenses paid at the Closing, and the expenses paid by the Parties as contemplated in Section 7.10(g), all expenses incurred in connection with this Agreement and the Transactions shall be paid by the Party incurring such expenses, whether or not the Merger or any other Transactions are consummated.

Section9.4 Amendment. This Agreement may be amended in writing by the Parties hereto at any time prior to the Effective Time. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto.

Section9.5 Waiver. At any time prior to the Effective Time, (a) Murphy may (i) extend the time for the performance of any obligation or other act of the Company, (ii) waive any inaccuracy in the representations and warranties of the Company contained herein or in any document delivered by the Company pursuant hereto and (iii) waive compliance with any agreement of the Company or any condition to its own obligations contained herein, and (b) the Company may (i) extend the time for the performance of any obligation or other act of Murphy or Merger Sub, (ii) waive any inaccuracy in the representations and warranties of Murphy or Merger Sub contained herein or in any document delivered by Murphy and/or Merger Sub pursuant hereto and (iii) waive compliance with any agreement of Murphy or Merger Sub or any condition to its own obligations contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the Party or Parties to be bound thereby.

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ARTICLE X

NON-SURVIVALOF REPRESENTATIONS AND WARRANTIES

Section10.1 Non-Survival. All representations and warranties of Murphy, Merger Sub and the Company contained in this Agreement shall terminate as of the Closing, and no such representation or warranty shall survive the Closing.

ARTICLE XI

GENERAL PROVISIONS

Section11.1 Notices. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by email or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.1):

If to Murphy or Merger Sub, at or prior to the Closing:

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

Attention: Jack K. Heilbron, CEO

Email: jheilbron@presidiopt.com

with a copy (which shall not constitute notice) to:

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Darrin Ocasio, Esq.

E-mail: dmocasio@srf.law

If to the Company, at or prior to the Closing:

Conduit Pharmaceuticals Limited

c/o Ogier Global (Cayman) Limited

89 Nexus Way,

Camana Bay

Grand Cayman, KY1-9009 Cayman Islands

Attention: Dr. Andrew Regan; James Bligh

Email: ar@corvus.com; jb@conduitpharma.com

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with a copy (which shall not constitute notice) to:

Thompson Hine LLP 335

Madison Avenue

12th Floor

New York, NY 10017-4611

Attention: Faith Charles, Todd Mason, and Corby Baumann

Email:faith.charles@thompsonhine.com;todd.mason@thompsonhine.com;

corby.baumann@thompsonhine.com

If to the Surviving Corporation or the Company following the Closing:

Murphy Canyon Acquisition Corp.

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

Attention: Jack K. Heilbron, CEO

Email: jheilbron@presidiopt.com

Conduit Pharmaceuticals Limited

c/o Ogier Global (Cayman) Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

Attention: Dr. Andrew Regan; James Bligh

Email: ar@corvus.com; jb@conduitpharma.com

with copies (which shall not constitute notice) to:

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Darrin Ocasio, Esq.

E-mail: dmocasio@srf.law

Thompson Hine LLP

335 Madison Avenue

12th Floor

New York, NY 10017-4611

Attention: Faith Charles, Todd Mason, and Corby Baumann

Email:faith.charles@thompsonhine.com;todd.mason@thompsonhine.com;

corby.baumann@thompsonhine.com

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Section11.2 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not affected in any manner materially adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the Transactions be consummated as originally contemplated to the fullest extent possible.

Section11.3 Entire Agreement; Assignment. This Agreement and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter hereof and supersede, except as set forth in Section 7.2(b), all prior agreements and undertakings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof, except for the Confidentiality Agreement. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise) by any Party without the prior express written consent of the other Parties hereto.

Section11.4 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, other than Section 7.5 (which is intended to be for the benefit of the Persons covered thereby and may be enforced by such Persons).

Section11.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to any conflict of law rule or principle that would result in the application of any laws other than the laws of the State of Delaware. All Actions and proceedings arising out of or relating to this Agreement (whether in contract, tort or otherwise and whether seeking monetary or equitable relief) shall be heard and determined exclusively in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), and any appellate court from any thereof. The Parties hereto hereby (a) irrevocably submit to the exclusive jurisdiction of the aforesaid courts for themselves and with respect to their respective properties for the purpose of any Action arising out of or relating to this Agreement brought by any Party, and (b) agree not to commence any Action relating thereto except in the courts described above in Delaware, other than Actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the Parties further agrees that notice as provided herein shall constitute sufficient service of process and the Parties further waive any argument that such service is insufficient. Each of the Parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any Action arising out of or relating to this Agreement or the Transactions, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the Action in any such court is brought in an inconvenient forum, (ii) the venue of such Action is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

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Section11.6 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHTIT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THISAGREEMENT OR THE TRANSACTIONS. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTYHAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOINGWAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS, AS APPLICABLE,BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6.

Section11.7 Headings. The descriptive headings contained in this Agreement are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.

Section11.8 Counterparts. This Agreement may be executed and delivered (including by facsimile or portable document format (.pdf) transmission) in counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

Section11.9 Specific Performance. The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and, accordingly, that the Parties shall, prior to a valid termination of this Agreement, be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof (including the Parties’ obligation to consummate the Merger) in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, the Delaware Supreme Court or the United States District Court for the District of Delaware), and any appellate court from any thereof, without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any Law to post security or a bond as a prerequisite to obtaining equitable relief.

Section11.10 Legal Representation. The Parties agree that, notwithstanding the fact that Sichenzia Ross Ference LLP may have, prior to Closing, jointly represented Murphy and/or Merger Sub in connection with this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, and has also represented Murphy and/or its Affiliates in connection with matters other than the transaction that is the subject of this Agreement, Sichenzia Ross Ference LLP will be permitted in the future, after Closing, to represent Sponsor or its Affiliates in connection with matters in which such Persons are adverse to Murphy or any of its Affiliates, including any disputes arising out of, or related to, this Agreement. The Company, who is or has the right to be represented by independent counsel in connection with the transactions contemplated by this Agreement, hereby agree, in advance, to waive (and to cause their Affiliates to waive) any actual or potential conflict of interest that may hereafter arise in connection with Sichenzia Ross Ference LLP’s future representation of one or more of Sponsor or their respective Affiliates in which the interests of such Person are adverse to the interests of Murphy, the Company or any of their respective Affiliates, including any matters that arise out of this Agreement or that are substantially related to this Agreement or to any prior representation by Sichenzia Ross Ference LLP of Murphy, Merger Sub, or any of their respective Affiliates. The Parties acknowledge and agree that, for the purposes of the attorney-client privilege, Sponsor and Murphy shall be deemed the clients of Sichenzia Ross Ference LLP with respect to the negotiation, execution and performance of this Agreement and the Ancillary Documents. All such communications shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Sponsor and Murphy, shall be controlled by Sponsor and Murphy and shall not pass to or be claimed by Murphy post-Closing; provided, further, that nothing contained herein shall be deemed to be a waiver by Murphy or any of its Affiliates (including, after the Effective Time) of any applicable privileges or protections that can or may be asserted to prevent disclosure of any such communications to any third party.

[signaturePage Follows]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

MURPHY<br> CANYON ACQUISITION CORP.
By:	/s Jack K. Heilbron
Name:	Jack<br> K. Heilbron
Title:	CEO
CONDUIT<br> MERGER SUB, INC.
By:	/s/ Jack K. Heilbron
Name:	Jack<br> K. Heilbron
Title:	Director
CONDUIT<br> PHARMACEUTICALS LIMITED
By:	/s/ Dr. Andrew Regan
Name:	Dr.<br> Andrew Regan

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LISTOF EXHIBITS

EXHIBIT A	Capitalization<br> Table
EXHIBIT B	Form<br> of Amended Charter
EXHIBIT C	Form<br> of Amended Bylaws
EXHIBIT D	Form<br> of Surviving Corporation Certificate of Incorporation and Articles and Memorandum of Association

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Exhibit4.1

NEITHERTHIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSIONOR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATIONSTATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTSOF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

CLASS A COMMON STOCK WARRANT

Murphy Canyon Acquisition Corp.

Warrant<br> Shares:	Initial<br> Exercise Date: [●]^1^, 2023

This Class A Common Stock Warrant (this “Class A 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 Subscription Warrants (defined below) as provided in Section 4 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Class A Common Stock Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

This Class A Common Stock Warrant is issued pursuant to that certain Subscription Agreement (the “Subscription Agreement”), dated November [●], 2022, among the Company and the Holder. Concurrent with the execution of the Subscription Agreement, the Company entered into separate subscription agreements (“Other Subscription Agreements”) with certain other “qualified institutional buyers” (within the meaning of Rule 144A under the Securities Act) and “accredited investors” (within the meaning of Rule 501(a) under the Securities Act), pursuant to which the Company issued and sold to such investors additional Class A Common Stock warrants issued in connection with the Other Subscription Agreements with terms substantially similar to this Class A Common Stock Warrant (the “Other Class A Common Stock Warrants”, and together with this Class A Common Stock Warrant, the “Subscription Warrants”).

^1^To be 30 days after the completion of the initial business combination.

^2^To be five years after the completion of the initial business combination.

Section

Definitions. In addition to the terms defined elsewhere in this Class A Common Stock Warrant, for all purposes of this Class A Common Stock Warrant, the following terms have the meanings set forth in this Section 1.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in and construed under Rule 405 under the Securities Act.

“Bid Price” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Subscription Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“Black Scholes Value” means the value of this Class A Common Stock Warrant based on the Black-Scholes Option Pricing Model obtained from the “OV” function on Bloomberg determined as of the day of consummation of the applicable Fundamental Transaction for pricing purposes and reflecting (A) a risk-free interest rate corresponding to the U.S. Treasury rate for a period equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, (B) an expected volatility equal to the greater of 100% and the 100 day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365 day annualization factor) as of the Trading Day immediately following the public announcement of the applicable Fundamental Transaction, (C) the underlying price per share used in such calculation shall be the greater of (i) the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any, being offered in such Fundamental Transaction and (ii) the highest VWAP during the period beginning on the Trading Day immediately preceding the announcement of the applicable Fundamental Transaction (or the consummation of the applicable Fundamental Transaction, if earlier) and ending on the Trading Day of the Holder’s request pursuant to Section 3(d), (D) a remaining option time equal to the time between the date of the public announcement of the applicable Fundamental Transaction and the Termination Date, and (E) a zero cost of borrow. The payment of the Black Scholes Value will be made by wire transfer of immediately available funds (or such other consideration) within the later of (i) five business days of the Holder’s election and (ii) the date of consummation of the Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Class A Common Stock Warrant in accordance with the provisions of Section 3(d) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Class A Common Stock Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Class A Common Stock Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Class A Common Stock Warrant (without regard to any limitations on the exercise of this Class A Common Stock Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Class A Common Stock Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Class A Common Stock Warrant referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Class A Common Stock Warrant with the same effect as if such Successor Entity had been named as the Company herein.

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“Business Day” and “business day” mean a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to close.

“Common Stock” means the Company’s Class A common stock, par value $0.0001 per share.

“Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, The Nasdaq Capital Market, The Nasdaq Global Market, The Nasdaq Global Select Market or the New York Stock Exchange (or any successors to any of the foregoing).

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date) on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported in The Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the holders of a majority in interest of the Subscription Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

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“Warrant Agent” shall be any duly appointed agent selected by the Company. The Warrant Agent shall initially be the Company.

Section 2. Exercise.

(a) Exercise of Class A Common Stock Warrant.

(i) Exercise by Holder. Exercise of the purchase rights represented by this Class A Common Stock Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (with a copy to the Warrant Agent) of a duly executed facsimile copy or PDF copy submitted by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”). Within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise be required.

(ii) Exercise Procedures. Notwithstanding anything herein to the contrary, subject to Section 2(d)(ii), the Holder shall not be required to physically surrender this Class A Common Stock Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and this Class A Common Stock Warrant has been exercised in full, in which case, the Holder shall surrender this Class A Common Stock Warrant to the Company for cancellation within 3 Trading Days of the date on which the final Notice of Exercise is delivered to the Company (with a copy to the Warrant Agent). Partial exercises of this Class A Common Stock Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within 1 business day of receipt of such notice. Subject to the provisionsof Section 2(d)(ii), the Holder and any assignee, by acceptance of this Class A Common Stock Warrant, acknowledge and agree that, byreason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number ofWarrant Shares available for purchase hereunder at any given time may be less than the amount stated on the facehereof.

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(b) Exercise Price. The exercise price per share of Common Stock under this Class A Common Stock Warrant shall be $11.50, subject to adjustment hereunder (the “Exercise Price”).

(c) Cashless Exercise. Notwithstanding anything to the contrary set forth herein, if following 60 business days from the Closing (as defined in the Subscription Agreement) and at the time of exercise hereof there is no effective registration statement registering the resale of the Warrant Shares by, or the prospectus contained therein is not available for the resale of the Warrant Shares to, the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)<br> =	as<br> applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of<br> Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed<br> and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined<br> in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the<br> Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid<br> Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the<br> time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular<br> trading hours” on a Trading Day and is delivered within 2 hours thereafter (including until 2 hours after the close of “regular<br> trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of<br> Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant<br> to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;
(B)<br> =	the<br> Exercise Price of this Class A Common Stock Warrant, as adjusted hereunder; and

(A) =

as applicable: (i) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) both executed and delivered pursuant to Section 2(a) hereof on a day that is not a Trading Day or (2) both executed and delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular trading hours” (as defined in Rule 600(b)(68) of Regulation NMS promulgated under the federal securities laws) on such Trading Day, (ii) at the option of the Holder, either (y) the VWAP on the Trading Day immediately preceding the date of the applicable Notice of Exercise or (z) the Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”) as of the time of the Holder’s execution of the applicable Notice of Exercise if such Notice of Exercise is executed during “regular trading hours” on a Trading Day and is delivered within 2 hours thereafter (including until 2 hours after the close of “regular trading hours” on a Trading Day) pursuant to Section 2(a) hereof or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise is a Trading Day and such Notice of Exercise is both executed and delivered pursuant to Section 2(a) hereof after the close of “regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Class A Common Stock Warrant, as adjusted hereunder; and

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| --- | | (X) = | the number of Warrant Shares that would be issuable upon exercise of this Class A Common Stock Warrant in accordance with the terms of this Class A Common Stock Warrant if such exercise were by means of a cash exercise rather than a cashless exercise. | | --- | --- |

If Warrant Shares are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of this Class A Common Stock Warrant being exercised, and the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Class A Common Stock Warrant. The Company agrees not to take any position contrary to this Section 2(c).

(d) Mechanics of Exercise.

(i) Delivery of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Company’s transfer agent (the “Transfer Agent”) to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144 (assuming cashless exercise of this Class A Common Stock Warrant), and otherwise by physical delivery of a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is entitled pursuant to such exercise to the address specified by the Holder by the date that is in the case of an exercise by the Holder, the earliest of (i) two Trading Days after the delivery to the Company of the Notice of Exercise, (ii) one Trading Day after delivery of the aggregate Exercise Price to the Company and (iii) the number of Trading Days comprising the Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”). Upon delivery of the Notice of Exercise the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Class A Common Stock Warrant has been exercised, irrespective of the date of delivery of the Warrant Shares, provided that, in the case of an exercise by a Holder, payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the earlier of (i) two Trading Days and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, for each $1,000 of Warrant Shares subject to such exercise (based on the VWAP of the Common Stock on the date of the applicable Notice of Exercise), $5.00 per Trading Day (increasing to $10.00 per Trading Day on the fifth Trading Day after such liquidated damages begin to accrue) for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Class A Common Stock Warrant remains outstanding and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery of the Notice of Exercise.

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(ii) Delivery of New Class A Common Stock Warrants Upon Exercise. If this Class A Common Stock Warrant shall have been exercised in part, the Company shall, at the request of the Holder and upon surrender of this Class A Common Stock Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Class A Common Stock Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Class A Common Stock Warrant, which new Class A Common Stock Warrant shall in all other respects be identical with this Class A Common Stock Warrant.

(iii) Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

(iv) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares in accordance with the provisions of Section 2(d)(i) above pursuant to an exercise on or before the Warrant Share Delivery Date (other than any such failure that is solely due to any action or inaction by the Holder with respect to such exercise), and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the amount obtained by multiplying (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of this Class A Common Stock Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of this Class A Common Stock Warrant as required pursuant to the terms hereof.

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(v) No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Class A Common Stock Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

(vi) Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Class A Common Stock Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto as Exhibit B duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to DTC (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

(vii) Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Class A Common Stock Warrant, pursuant to the terms hereof.

Section 3. Certain Adjustments.

(a) Stock Dividends and Splits. If the Company, at any time while this Class A Common Stock Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Class A Common Stock Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Class A Common Stock Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Class A Common Stock Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification.

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(b) Subsequent Rights Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Class A Common Stock Warrant (without regard to any limitations on exercise hereof) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

(c) Pro Rata Distributions. During such time as this Class A Common Stock Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Class A Common Stock Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Class A Common Stock Warrant (without regard to any limitations on exercise hereof) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution.

(d) Fundamental Transaction. If, at any time while this Class A Common Stock Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of the consolidated assets of the Company in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Class A Common Stock Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(e) on the exercise of this Class A Common Stock Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Class A Common Stock Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(e) on the exercise of this Class A Common Stock Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Class A Common Stock Warrant following such Fundamental Transaction. Notwithstanding anything to the contrary, in the event of a Fundamental Transaction, the Company or any Successor Entity (as defined below) shall, at the Holder’s option, exercisable at any time concurrently with, or within 30 days after, the consummation of the Fundamental Transaction (or, if later, the date of the public announcement of the applicable Fundamental Transaction), purchase this Class A Common Stock Warrant from the Holder by paying to the Holder an amount of cash equal to the Black Scholes Value (as defined below) of the remaining unexercised portion of this Class A Common Stock Warrant on the date of the consummation of such Fundamental Transaction; provided, however, that, if the Fundamental Transaction is not within the Company’s control, including not approved by the Company’s Board of Directors, Holder shall only be entitled to receive from the Company or any Successor Entity the same type or form of consideration (and in the same proportion), at the Black Scholes Value of the unexercised portion of this Class A Common Stock Warrant, that is being offered and paid to the holders of Common Stock of the Company in connection with the Fundamental Transaction, whether that consideration be in the form of cash, stock or any combination thereof, or whether the holders of Common Stock are given the choice to receive from among alternative forms of consideration in connection with the Fundamental Transaction; provided, further, that if holders of Common Stock of the Company are not offered or paid any consideration in such Fundamental Transaction, such holders of Common Stock will be deemed to have received common stock of the Successor Entity (which Successor Entity may be the Company following such Fundamental Transaction) in such Fundamental Transaction.

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(e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

(f) Notice to Holder.

(i) Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder by facsimile or email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

(ii) Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be delivered by facsimile or email to the Holder at its last facsimile number or email address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided in this Class A Common Stock Warrant constitutes, or contains, material, non-public information regarding the Company, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Class A Common Stock Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

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(g) Voluntary Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of this Class A Common Stock Warrant, subject to the prior written consent of the Holder, reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors of the Company.

Section 4. Redemption.

(a) Redemption. Subject to Section 4(d), all (and not less than all) of the outstanding Subscription Warrants may be redeemed, in whole and not in part, at the option of the Company, at any time after the Subscription Warrants become exercisable, and prior to their expiration, at the office of the Warrant Agent, upon the notice referred to in Section 6(b), at the price of $0.01 per Subscription Warrant (“Redemption Price”); provided that the last sales price of the shares of Common Stock has been equal to or greater than $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) for any 20 Trading Days within a 30 Trading Day period commencing after the Subscription Warrants become exercisable and ending on the third business day prior to the date on which notice of redemption is given and provided further that there is a current registration statement in effect with respect to the shares of Common Stock underlying the Subscription Warrants for each day in the 30-Trading Day period and continuing each day thereafter until the Redemption Date (defined below).

(b) Date Fixed for, and Notice of, Redemption. In the event the Company shall elect to redeem all of the Subscription Warrants, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the date fixed for redemption to the holders of the Subscription Warrants to be redeemed at their last addresses as they shall appear on the Warrant Register (defined below). Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given, whether or not the holder received such notice.

(c) Exercise After Notice of Redemption. Subject to Section 4(f), this Class A Common Stock Warrant may be exercised in accordance with Section 2 at any time after notice of redemption shall have been given by the Company pursuant to Section 6(b) hereof and prior to the Redemption Date; provided that the Company may require the Holder to exercise this Class A Common Stock Warrant to elect “cashless exercise” in accordance with the procedures of Section 2(c), and the Holder must exercise this Class A Common Stock Warrant on a cashless basis if the Company so requires. On and after the Redemption Date, the Holder of this Class A Common Stock Warrant shall have no further rights except to receive, upon surrender of this Series A Warrant, the Redemption Price.

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(d) No Other Rights to Cash Payment. Except for a redemption in accordance with this Section 4, the Holder shall not be entitled to any cash payment whatsoever from the Company in connection with the ownership, exercise or surrender of this Series A Warrant.

(e) Exclusion of Certain Series A Warrants. The Company understands that the redemption rights provided for by this Section 4 apply only to outstanding Subscription Warrants. To the extent a person holds rights to purchase Subscription Warrants, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Subscription Warrants issued upon such exercise provided that the criteria for redemption is met.

(f) [Company’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Class A Common Stock Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Class A Common Stock Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section applies, the determination of whether this Class A Common Stock Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates and Attribution Parties) and of which portion of this Warrant is exercisable shall be in the good faith discretion of the Holder, and it shall be the obligation of Holder to notify the Company within three (3) Trading Days of receipt of a Notice of Exercise from the Exercise if the Holder believes any exercise or partial exercise thereof is unexercisable because such exercise or partial exercise would cause the Holder and its Affiliates and Attribution Parties to beneficially own in excess of the Beneficial Ownership Limitation, and the reasons and basis for such belief of the Holder. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Upon the written or oral request of a Holder, the Company shall within one Trading Day confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Class A Common Stock Warrant. The Holder, upon notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section, even to increase the Beneficial Ownership Limitation to exceed 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise of this Class A Common Stock Warrant and the provisions of this Section shall continue to apply. Any increase in the Beneficial Ownership Limitation will not be effective until the 61st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.]

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Section 5. Transfer of Series A Warrant.

(a) Transferability. Subject to compliance with any applicable securities laws, this Class A Common Stock Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Class A Common Stock Warrant at the principal office of the Company or its designated agent, which shall initially be the Warrant Agent, together with a written assignment of this Class A Common Stock Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Class A Common Stock Warrantor Series A Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a new Class A Common Stock Warrant evidencing the portion of this Class A Common Stock Warrant not so assigned, and this Class A Common Stock Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Class A Common Stock Warrant to the Company unless the Holder has assigned this Class A Common Stock Warrant in full, in which case, the Holder shall surrender this Class A Common Stock Warrant to the Company within 3 Trading Days of the date on which the Holder delivers an assignment form to the Company assigning this Class A Common Stock Warrant in full. The Series A Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Class A Common Stock Warrant issued.

(b) New Series A Warrants. This Class A Common Stock Warrant may be divided or combined with other Series A Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Series A Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 5(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Class A Common Stock Warrantor Series A Warrants in exchange for the Class A Common Stock Warrantor Series A Warrants to be divided or combined in accordance with such notice. All Series A Warrants issued on transfers or exchanges shall be dated the original issuance date and shall be identical with this Class A Common Stock Warrant except as to the number of Warrant Shares issuable pursuant thereto.

(c) Class A Common Stock Warrant Register. The Company shall register this Series A Warrant, upon records to be maintained by the Company for that purpose (the “Class A Common Stock Warrant Register”), in the name of the record Holder hereof from time to time. The Company and the Warrant Agent may deem and treat the registered Holder of this Class A Common Stock Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary. The Company has appointed the Warrant Agent to maintain the Class A Common Stock Warrant Register, as the Company’s agent. The Company shall remain responsible for the contents of the Class A Common Stock Warrant Register, notwithstanding the appointment of a Warrant Agent. The Company shall provide 30 days’ prior written notice to the Holder of any appointment of or change in Warrant Agent and the new Warrant Agent’s contact information, including if the Company shall itself directly maintain the Class A Common Stock Warrant Register after a third-party Warrant Agent has been appointed.

Section 6. Miscellaneous.

(a) No Rights as Stockholder Until Exercise; No Settlement in Cash. This Class A Common Stock Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof, except as expressly set forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required to net cash settle an exercise of this Series A Warrant.

(b) Loss, Theft, Destruction or Mutilation of Series A Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Class A Common Stock Warrantor any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of this Series A Warrant, shall not include the posting of any bond), and upon surrender and cancellation of this Warrant or stock certificate, if mutilated, the Company will make and deliver a new Class A Common Stock Warrantor stock certificate of like tenor and dated as of such cancellation, in lieu of such Class A Common Stock Warrantor stock certificate.

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(c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a business day, then such action may be taken or such right may be exercised on the next succeeding business day.

(d) Authorized Shares. The Company covenants that, during the period this Class A Common Stock Warrants outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Series A Warrant. The Company further covenants that its issuance of this Class A Common Stock Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Series A Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Class A Common Stock Warrant will, upon exercise of the purchase rights represented by this Class A Common Stock Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Series A Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Class A Common Stock Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Class A Common Stock Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Series A Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Class A Common Stock Warrants exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

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(e) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Class A Common Stock warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Class A Common Stock Warrant(whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of this Series A Warrant), and hereby irrevocably waives, and agrees not to assert in any action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Class A Common Stock Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If either party shall commence an action or proceeding to enforce any provisions of this Series A Warrant, the prevailing party in such action or proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Series A Warrant, if not registered, and the Holder does not utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

(g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of the Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Series A Warrant, if the Company willfully and knowingly fails to comply with any provision of this Series A Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

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(h) Notices. Any notice or communication required or permitted hereunder shall be in writing and either delivered personally, emailed or sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (i) when so delivered personally, (ii) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (iii) three (3) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(i) if to a Holder, to its address, email address and/or facsimile number set forth on the register of Holders on file with the Company, with copies to such Holder’s representatives as set forth on such register, or to such other address, email address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party five (5) days prior to the effectiveness of such change;

(ii) if to the Company, to:

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

Attention: Jack K. Heilbron, CEO

Email: jheilbron@presidiopt.com

with a required copy to (which copy shall not constitute notice):

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Darrin Ocasio, Esq.

E-mail: dmocasio@srf.law

(i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Class A Common Stock Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

(j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Series A Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Class A Common Stock Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

(k) Successors and Assigns. Subject to applicable securities laws, this Class A Common Stock Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Class A Common Stock Warrant are intended to be for the benefit of any Holder from time to time of this Class A Common Stock Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

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(l) Amendment. This Class A Common Stock Warrant may be amended by the Company without the consent of any of the holders of the Subscription Warrants for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, or making any other provisions with respect to matters or questions arising under this Class A Common Stock Warrant that is not inconsistent with the provisions of this Series A Warrant, (ii) evidencing the succession of another corporation to the Company, other than a Successor Entity pursuant to a Fundamental Transaction, and the assumption by any such successor of the covenants of the Company contained in this Series A Warrant, (iii) evidencing and providing for the acceptance of appointment by a successor Warrant Agent with respect to the Subscription Warrants, and any provisions required in connection therewith, (iv) adding to the covenants of the Company for the benefit of the Holder or surrendering any right or power conferred upon the Company under this Series A Warrant, (v) to comply with the rules of DTC, including to permit the deposit of Subscription Warrants with the DTC and settlement through the facilities thereof; or (vi) amending this Class A Common Stock Warrant in any manner that the Company may deem to be necessary or desirable and that will not adversely affect the interests of the Holder in any material respect. All other modifications or amendments to this Series A Warrant, including any amendment to increase the Exercise Price or move the Termination Date, shall require the written consent of the Company and each Holder of Class A Common Stock Warrants.

(m) Severability. Wherever possible, each provision of this Class A Common Stock Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Class A Common Stock Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Series A Warrant.

(n) Headings. The headings used in this Class A Common Stock Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Series A Warrant.

[signaturepage follows]

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IN WITNESS WHEREOF, the Company has caused this Class A Common Stock Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

MURPHY CANYON ACQUISITION CORP.
By:
Name:
Title:

NOTICE OF EXERCISE

To: MURPHY CANYON ACQUISITION CORP.

CC: WARRANT AGENT

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Class A Common Stock Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ if permitted, the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

Name<br> of Investing Entity:
Signature of Authorized Signatory of Investing Entity:
Name<br> of Authorized Signatory:
Title<br> of Authorized Signatory:
Date:

EXHIBIT B

ASSIGNMENT FORM

(Toassign the foregoing Class A Common Stock Warrant, execute this form and supply required information. Do not use this form to purchaseshares.)

FOR VALUE RECEIVED, the foregoing Class A Common Stock Warrant and all rights evidenced thereby are hereby assigned to:

Name:
	(Please<br> Print)
Address:
	(Please<br> Print)
Phone<br> Number:
Email<br> Address:
Dated:<br> _______________ __, ______
Holder’s<br> Signature:
Holder’s<br> Address:

Exhibit 10.1

SUBSCRIPTION AGREEMENT

November 8, 2022

Murphy Canyon Acquisition Corp.

4995 Murphy Canyon Road, Suite 300

San Diego, CA 92123

Attention: Jack K. Heilbron, CEO

Email: jheilbron@presidiopt.com

Conduit Pharmaceuticals Limited

c/o Ogier Global (Cayman) Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

Attention: Dr. Andrew Regan; James Bligh

Email: ar@corvus.com; jb@conduitpharma.com

Ladies and Gentlemen:

In connection with the proposed business combination (the “Transaction”) between Murphy Canyon Acquisition Corp., a Delaware corporation (together with its successors, the “Company”), and Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (together with its successors, “Target”), in accordance with that certain Agreement and Plan of Merger, dated as of November 8, 2022 (as it may be amended, the “Merger Agreement”), by and among, the Company, Target, and Conduit Merger Sub, Inc., a Cayman Islands company and a direct wholly owned subsidiary of Murphy (“Merger Sub”), the Company and Target are seeking commitments to purchase units of the Company (the “Units”), with each Unit consisting of (i) one share of the Class A Common Stock, par value $0.0001 per share, of the Company (“Class A Common Stock”) and (ii) one redeemable warrant to purchase one share of Class A Common Stock (each, a “Company Warrant”), for a purchase price of $10.00 per Unit (the “Purchase Price”), in a private placement to be conducted by the Company (the “Offering”). Pursuant to the Merger Agreement, upon the consummation of the transactions contemplated thereby (the “Transaction Closing”), among other matters, Merger Sub will merge with and into the Target, with the Target continuing as the surviving entity following the merger (the “Merger”). In connection therewith, the undersigned subscriber (“Subscriber”), and the Company agree in this subscription agreement (this “Subscription Agreement”) as follows:

1.	Subscription.<br> Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company, and<br> the Company agrees to issue and sell to Subscriber, such number of Units as is set forth<br> on the signature page of this Subscription Agreement (the “Subscribed Units”)<br> at the Purchase Price per Unit and on the terms provided for herein. The Company may enter<br> into agreements that are substantially similar in form to this Subscription Agreement with<br> several different subscribers.
2.	Closing; Delivery of Subscribed Units.
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(a)	The<br> closing of the sale of Subscribed Units contemplated hereby (the “Closing”,<br> and the date on which the Closing actually occurs, the “Closing Date”)<br> is contingent upon the substantially concurrent consummation of the Transaction Closing.<br> The Closing shall occur on the date of, and immediately prior to, the Transaction Closing.
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(b)	The<br> Company shall provide written notice (which may be via email) to Subscriber (the “Closing<br> Notice”) that the Company reasonably expects the Transaction Closing to occur on<br> a date specified in the notice (the “Scheduled Closing Date”) that is<br> not less than three (3) business days after the date of the Closing Notice, which Closing<br> Notice shall contain the Company’s wire instructions for an escrow account (the “Escrow<br> Account”) established by the Company with a third party escrow agent (the “Escrow<br> Agent”) to be identified in the Closing Notice. The failure of the Closing to occur<br> on the Scheduled Closing Date shall not terminate this Subscription Agreement or otherwise relieve<br>either party of any of its obligations hereunder. At least two (2) business days prior to the Scheduled Closing Date, Subscriber shall<br>deliver to the Escrow Account the aggregate Purchase Price for the Subscribed Units (the “Aggregate Purchase Price”)<br>by wire transfer of U.S. dollars in immediately available funds. The wire transfer shall identify Subscriber, and unless otherwise agreed<br>by the Company, the funds shall be wired from an account in Subscriber’s name. Upon the Closing, the Company shall provide instructions<br>to the Escrow Agent to release the funds in the Escrow Account to the Company against delivery to Subscriber of the Subscribed Units,<br>free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws or those<br>incurred by Subscriber), in book-entry form as set forth in Section 2(c) below. If this Subscription Agreement is terminated prior<br>to the Closing and any funds have already been sent by Subscriber to the Escrow Account, or the Closing Date does not occur within three<br>(3) business days after the Scheduled Closing Date specified in the Closing Notice, the Company shall, or shall cause the Escrow Agent<br>to promptly (but not later than five (5) business days after the Scheduled Closing Date specified in the Closing Notice), return the<br>funds delivered by Subscriber for payment of the Subscribed Units by wire transfer in immediately available funds to the account specified<br>in writing by Subscriber (provided, that the failure of the Closing Date to occur within such three (3) business day period and the return<br>of the relevant funds shall not relieve Subscriber from its obligations under this Subscription Agreement for a subsequently rescheduled<br>Closing Date determined by the Company in good faith).
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(c)	Promptly<br> after the Closing, the Company shall deliver (or cause the delivery of) the Subscribed Units<br> to Subscriber (or its permitted assignee) in book-entry form with restrictive legends for<br> the number of Units as set forth on the signature page to Subscriber as indicated on the<br> signature page or to a custodian designated by Subscriber, as applicable, as indicated below.
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3.	Closing Conditions. In addition to the condition set forth in Section 2(a) above:
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(a)	The<br> Closing is also subject to the satisfaction or valid waiver by each party of the conditions<br> that, on the Closing Date:
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i.	no<br> suspension of the qualification of the Common Stock for offering or sale or trading in any<br> jurisdiction, or initiation or threatening of any proceedings for any of such purposes, shall<br> have occurred and be continuing;
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ii.	no<br> governmental authority of competent jurisdiction with respect to the sale of the Subscribed<br> Units shall have enacted, rendered, issued, promulgated, enforced or entered any judgment,<br> order, law, rule or regulation (whether temporary, preliminary or permanent) which is then<br> in effect and has the effect of making consummation of the transactions contemplated hereby<br> illegal or otherwise restraining or prohibiting consummation of the transactions contemplated<br> hereby;
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iii.	all<br> material conditions precedent to the Transaction Closing set forth in the Merger Agreement<br> shall have been satisfied (as determined in good faith by the parties to the Merger Agreement)<br> or waived by the parties thereto in accordance with the requirements of the Merger Agreement<br> (other than those conditions which, by their nature, are to be satisfied at the Transaction<br> Closing); and
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iv.	no<br> Material Adverse Effect (as defined in the Merger Agreement) shall have occurred between<br> the date of the Merger Agreement and the Closing Date that is continuing.
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(b)	The<br> obligations of the Company to consummate the Closing are also subject to the satisfaction<br> or valid waiver by the Company of the additional conditions that, on the Closing Date:
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i.	all<br> representations and warranties of Subscriber contained in this Subscription Agreement shall<br> be true and correct in all material respects (other than representations and<br>warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) at and<br>as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all<br>material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties<br>shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by Subscriber<br>of each of the representations, warranties and agreements of Subscriber contained in this Subscription Agreement as of the Closing Date;<br>and
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ii.	Subscriber<br> shall have performed, satisfied and complied in all material respects with all covenants,<br> agreements and conditions required by this Subscription Agreement to be performed, satisfied<br> or complied with by it at or prior to Closing.
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| --- | | (c) | The obligations of Subscriber to consummate the Closing are also subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on the Closing Date: | | --- | --- | | i. | all representations and warranties of the Company contained in this Subscription Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect (as defined below), which representations and warranties shall be true and correct in all respects) at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality or Material Adverse Effect, which representations and warranties shall be true and correct in all respects) as of such date), and consummation of the Closing, shall constitute a reaffirmation by the Company of each of the representations, warranties and agreements of the Company contained in this Subscription Agreement as of the Closing Date; | | --- | --- | | ii. | the Company shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to Closing; | | --- | --- | | iii. | the Company shall have delivered a Lock-Up Agreement in substantially the form attached as Exhibit B hereto (a “Lock-Up Amendment”) for each Company stockholder that executed and delivered a Lock-Up Agreement in connection with the Merger Agreement, with such Lock-Up Amendment duly executed by such Company stockholder and the Company; | | --- | --- | | iv. | the Company shall have filed with Nasdaq Global Market an application for the listing of the Class A Common Stock issued in the Offering and Nasdaq Global Market shall have raised no objection with respect thereto; | | --- | --- | | v. | the Merger Agreement (as the same exists on the date of this Subscription Agreement) shall not have been amended to materially adversely affect the economic benefits that the Subscriber would reasonably expect to receive under this Subscription Agreement without having received Subscriber’s prior written consent; and | | --- | --- | | vi. | all conditions precedent to the closing of the Transaction set forth in the Merger Agreement shall have been satisfied or waived (other than those conditions that may only be satisfied at the closing of the Transaction, but subject to the satisfaction or waiver of such conditions as of the closing of the Transaction). | | --- | --- |

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| --- | | 4. | Company Representations, Warranties and Covenants. The Company represents and warrants to Subscriber that: | | --- | --- | | (a) | The Company is a company duly organized, validly existing and in good standing under the laws of the State of Delaware and has the corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription Agreement. | | --- | --- | | (b) | The authorized capital stock of the Company consists of (x) 100,000,000 shares of Class A Common Stock, (y) 10,000,000 shares of Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”), and (z) 1,000,000 shares of preferred stock, par value $0.0001 per share (“Preferred Stock”). As of the date of this Subscription Agreement (i) 13,979,000 shares of Class A Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid and non-assessable and not subject to any preemptive rights, including 754,000 shares that were issued in a private placement concurrently with the Company’s IPO (the “Private Shares”), (ii) 3,306,250 shares of Class B Common Stock are issued and outstanding, all of which are validly issued, fully paid and non-assessable and not subject to any preemptive rights, and which will convert into 3,306,250 shares of Class A Common Stock at the closing of the Transaction (the “Founder Shares”), (iii) no shares of Class A Common Stock or Class B Common Stock are held in the treasury of the Company, and (iv) 13,979,000 warrants are issued and outstanding, all of which constitute binding obligations of the Company under the law of the jurisdiction governing such warrants, and consisting of (A) 13,225,000 warrants that were issued in connection with the Company’s IPO (the “Public Warrants”) and (B) 754,000 warrants that were issued in a private placement concurrently with the Company’s IPO (the “Private Warrants”), and (v) 13,979,000 shares of Class A Common Stock are reserved for future issuance pursuant to such Public Warrants and Private Warrants. There are no shares of Preferred Stock issued and outstanding. Each Public Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50. Each Private Placement Warrant is exercisable for one share of Class A Common Stock at an exercise price of $11.50. | | --- | --- | | (c) | The Subscribed Units have been duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, the Subscribed Units will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under the Company’s organizational documents or under the laws of the State of Delaware. There are 2,700,000 shares of Class A Common Stock reserved for future issuance pursuant to such Company Warrants. | | --- | --- | | (d) | This Subscription Agreement has been duly authorized, executed and delivered by the Company and is enforceable against the Company in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity. | | --- | --- | | (e) | Assuming the accuracy of Subscriber’s representations and warranties in Section 5, the execution, delivery and performance of this Subscription Agreement and the consummation by the Company of the transactions that are the subject of this Subscription Agreement (including the issuance and sale of the Subscribed Units) in compliance herewith will be done in accordance with the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and none of the foregoing will result in (i) a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any of its subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, license, lease or any other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company is subject, which would have a material adverse effect on the business, properties, financial condition, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”) or materially affect the validity of the Subscribed Units or the legal authority or ability of the Company to perform in all material respects its obligations under the terms of this Subscription Agreement; (ii) any violation of the provisions of the organizational documents of the Company; or (iii) any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Company or any of its properties that would have a Material Adverse Effect or materially affect the validity of the Subscribed Units or the legal authority or ability of the Company to perform in all material respects it obligations under the terms of this Subscription Agreement, subject, in the case of the foregoing clauses (i) and (iii) with respect to the consummation of the transactions therein contemplated. | | --- | --- |

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| --- | | (f) | All reports (the “SEC Reports”) filed or required to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) complied in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed as of the time of the execution of this Subscription Agreement and at the time of the Transaction Closing, contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods presented, subject, in the case of unaudited statements, to normal, year-end audit adjustments and the absence of complete footnotes. | | --- | --- | | (g) | The Company has not entered into any agreement or arrangement entitling any agent, broker, investment banker, financial advisor or other person to any broker’s or finder’s fee or any other commission or similar fee in connection with the transactions contemplated by this Subscription Agreement for which Subscriber could become liable (it being understood that Subscriber will effectively bear its pro rata share of any such expense indirectly as a result of its investment in the Company). Other than compensation paid or payable to A.G.P./Alliance Global Partners, as the transaction advisor (the “Financial Advisor”), the Company is not aware of any person that has been or will be paid (directly) remuneration for solicitation of purchasers in connection with the sale of any Units in the Offering. | | --- | --- | | (h) | Assuming the accuracy of the representations and warranties of the Subscriber in Section 5, the Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the issuance of the Subscribed Units pursuant to this Subscription Agreement, other than (i) filings with the SEC, (ii) filings required by applicable state securities laws, (iii) the filings required in accordance with the terms of this Subscription Agreement, (iv) those required by the Nasdaq, and (v) those filings as to which the failure to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. | | --- | --- | | (i) | The Company is in compliance with all applicable laws, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. The Company has not received any written communication from a governmental authority that alleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non- compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. | | --- | --- | | (j) | The Company is not, and immediately after receipt of payment for the Subscribed Units, will not be, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. | | --- | --- |

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| --- | | (k) | Assuming the accuracy of Subscriber’s representations and warranties set forth in Section 5, in connection with the offer, sale and delivery of the Subscribed Units in the manner contemplated by this Subscription Agreement, it is not necessary to register the Subscribed Units under the Securities Act. The Subscribed Units (i) were not offered to Subscriber by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities laws. | | --- | --- | | (l) | Except for such matters as have not had and would not reasonably be expected to have a Material Adverse Effect, there is no (i) suit, action, proceeding or arbitration before a governmental authority or arbitrator pending, or, to the knowledge of the Company, threatened in writing against the Company or (ii) judgment, decree, injunction, ruling or order of any governmental authority or arbitrator outstanding against the Company. | | --- | --- | | (m) | From the date hereof until 180 days after the Closing, neither the Company nor any subsidiary of the Company shall, other than an Exempt Issuance (as defined below), (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any Class A Common Stock or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time Class A Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Class A Common Stock, or (ii) other than a registration statement in connection with the registration rights granted to such Subscriber pursuant to Section 6 below, file any registration statement or any amendment or supplement thereto. For purposes hereof, “Exempt Issuance” means the issuance of (a) Class A Common Stock, options and other awards to employees, officers or directors of, or consultants or other independent contractors to, the Company pursuant to any equity incentive plan duly adopted for such purpose, (b) securities upon the exercise or exchange of or conversion of any Units, Class A Common Stock, or Company Warrants issued hereunder and/or other securities exercisable or exchangeable for or convertible into Class A Common Stock are issued and outstanding on the date of this Subscription Agreement, provided that such securities have not been amended since the date of this Subscription Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities (other than in connection with share splits (by way of share dividends or otherwise) or combinations) or to extend the term of such securities and (c) securities issued pursuant to acquisitions, joint ventures or other strategic transactions approved by the Company’s Board of Directors or a duly authorized committee thereof, and provided that any such issuance shall only be to a person (or to the equityholders of a person) which is, itself or through its subsidiaries, an operating company or an owner of an asset in a business and shall provide to the Company additional benefits in addition to the investment of funds, but shall not include a transaction in which the Company is issuing securities primarily for the purpose of raising capital or to an entity whose primary business is investing in securities. | | --- | --- | | (n) | Following the Disclosure Time (as defined in Section 9(l)) or otherwise as required by applicable law, the Company covenants and agrees that neither it, nor any other person acting on its behalf will provide any Subscriber or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Subscriber shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Company; provided, that each Subscriber shall be solely responsible for its compliance with federal, state and foreign securities laws. | | --- | --- | | (o) | Other than other Subscription Agreements entered into simultaneously herewith, the Company has not entered into any side letter or similar agreement with any subscriber in connection with such subscriber’s direct or indirect investment in the Company or with or any other investor, and such other Subscription Agreements have not been amended in any material respect following the date of this Subscription Agreement and reflect the same Purchase Price per Unit and terms with respect to the purchase of shares that are no more favorable to such subscriber thereunder than the terms of this Subscription Agreement. | | --- | --- | | (p) | The Company understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by Subscriber. | | --- | --- |

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| --- | | 5. | Subscriber Representations, Warranties and Covenants. Subscriber represents and warrants to the Company that: | | --- | --- | | (a) | Subscriber is either a U.S. investor or non-U.S. investor as set forth under its name on the signature page hereto, and accordingly represents the applicable additional matters under clause i. or ii. below: | | --- | --- | | i. | Applicable to U.S. investors: At the time Subscriber was offered the Subscribed Units, it was, and as of the date hereof, Subscriber is (i) a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) or an “accredited investor” (within the meaning of Rule 501(a) of Regulation D under the Securities Act) as indicated in the questionnaire attached as Exhibit A hereto, (ii) acquiring the Subscribed Units only for its own account and (iii) not acquiring the Subscribed Units for the account of others, and not on behalf of any other account or person or with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act. Subscriber is not an entity formed for the specific purpose of acquiring the Subscribed Units. | | --- | --- | | ii. | Applicable to non-U.S. investors: Subscriber understands that the sale of the Subscribed Units is made pursuant to and in reliance upon Regulation S promulgated under the Securities Act (“Regulation S”). Subscriber is not a U.S. Person (as defined in Regulation S), it is acquiring the Subscribed Units in an offshore transaction in reliance on Regulation S, and it has received all the information that it considers necessary and appropriate to decide whether to acquire the Subscribed Units hereunder outside of the U.S. The Subscriber is not relying on any statements or representations made in connection with the transactions contemplated hereby other than representations contained in this Subscription Agreement. Subscriber understands and agrees that Subscribed Units sold pursuant to Regulation S may be subject to restrictions thereunder, including compliance with the distribution compliance period provisions therein. | | --- | --- | | (b) | Subscriber understands that the Subscribed Units are being offered in a transaction not involving any public offering within the meaning of the Securities Act and that the Subscribed Units delivered at the Closing will not have been registered under the Securities Act. Subscriber understands that the Subscribed Units may not be resold, transferred, pledged (except in ordinary course prime brokerage relationships to the extent permitted by applicable law) or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act except (i) to the Company or a subsidiary thereof, (ii) to non-U.S. persons pursuant to offers and sales that occur outside the U.S. within the meaning of Regulation S under the Securities Act or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and in each of cases (i) and (iii) in accordance with any applicable securities laws of the states and other jurisdictions of the U.S., and that any certificates (if any) or any book-entry securities representing the Subscribed Units delivered at the Closing shall contain a legend or restrictive notation to such effect. Subscriber acknowledges that the Subscribed Units will not immediately be eligible for resale pursuant to Rule 144 promulgated under the Securities Act. Subscriber understands and agrees that the Subscribed Units, until registered under an effective registration statement, will be subject to transfer restrictions and, as a result of these transfer restrictions, Subscriber may not be able to readily resell the Subscribed Units and may be required to bear the financial risk of an investment in the Subscribed Units for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel prior to making any offer, resale, pledge or transfer of any of the Subscribed Units. | | --- | --- | | (c) | Subscriber understands and agrees that Subscriber is purchasing Subscribed Units directly from the Company. Subscriber further acknowledges that there have been no representations, warranties, covenants and agreements made to Subscriber by the Company, the Target or any of their respective officers or directors, expressly (other than those representations, warranties, covenants and agreements included in this Subscription Agreement) or by implication. Except for the representations, warranties and agreements of the Company expressly set forth in this Subscription Agreement, Subscriber is relying exclusively on its own sources of information, investment analysis and due diligence (including professional advice it deems appropriate) with respect to the Transaction, the Subscribed Units and the business, condition (financial and otherwise), management, operations, properties and prospects of the Company and Target, including all business, legal, regulatory, accounting, credit and tax matters. | | --- | --- |

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| --- | | (d) | Subscriber’s acquisition and holding of the Subscribed Units will not constitute or result in a non- exempt prohibited transaction under Section 406 of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable similar law. | | --- | --- | | (e) | Subscriber acknowledges and agrees that Subscriber has received such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Units. Without limiting the generality of the foregoing, Subscriber acknowledges that it has received and carefully reviewed the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of the Company, dated February 2, 2022, and filed with the SEC on February 4, 2022 (File No. 333-262036) (the “IPO Prospectus”) filed in connection with the Company’s initial public offering (the “IPO”)), (ii) each filing made by the Company with the SEC following the filing of the IPO Prospectus through the date of this Subscription Agreement, (iii) the Merger Agreement, a copy of which has been or is being filed by the Company with the SEC, and (iv) the investor presentation by the Company and Target (the “Investor Presentation”), a copy of which has been furnished by the Company to the SEC. The undersigned understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall not apply following the Transaction Closing. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask the Company’s management questions, receive such answers and obtain such information as Subscriber and such Subscriber’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Units. Subscriber has conducted its own investigation of the Company, Target and the Subscribed Units and Subscriber has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Units. Subscriber further acknowledges that the information contained in the Disclosure Documents is subject to change, and that any changes to the information contained in the Disclosure Documents, including any changes based on updated information or changes in terms of the Transaction, shall in no way affect Subscriber’s obligation to purchase the Subscribed Units hereunder, except as otherwise provided herein, and that, in purchasing the Subscribed Units, Subscriber is not relying upon any projections contained in the Investor Presentation. | | --- | --- | | (f) | Subscriber acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Units, including those set forth in the Disclosure Documents and in the SEC Reports. Subscriber is a sophisticated investor, experienced in investing in private placement transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and has exercised independent judgment in evaluation its participation in the purchase of the Subscribed Units. Subscriber has determined based on its own independent review, and has sought such professional advice as it deems appropriate, that its purchase of the Subscribed Units (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to Subscriber, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under its charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other obligation by which Subscriber is bound and (v) are a fit, proper and suitable investment for Subscriber, notwithstanding the substantial risks inherent in investing in or holding the Subscribed Units. Subscriber is able to bear the substantial risks associated with its purchase of the Subscribed Units, including the loss of its entire investment therein. | | --- | --- |

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| --- | | (g) | Subscriber became aware of this Offering of the Subscribed Units solely by means of direct contact between Subscriber and the Company, the Financial Advisor or a representative of the Company or the Financial Advisor, and the Subscribed Units were offered to Subscriber solely by direct contact between Subscriber and the Company, the Financial Advisor or a representative of the Company or the Financial Advisor. Subscriber acknowledges that the Company represents and warrants that the Subscribed Units (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws. Subscriber has a substantive pre-existing relationship with the Company, the Target or their respective affiliates or the Financial Advisor for this Offering of the Subscribed Units. Neither Subscriber, nor any of its directors, officers, employees, agents, shareholders or partners has either directly or indirectly, including through a broker or finder, (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the Offering. | | --- | --- | | (h) | In making its decision to purchase the Subscribed Units, Subscriber has relied solely upon independent investigation made by Subscriber and the representations and warranties of the Company set forth herein. Without limiting the generality of the foregoing, Subscriber has not relied on any statements or other information provided by the Financial Advisor concerning the Company, Target or the Subscribed Units or the offer and sale of the Subscribed Units. Subscriber acknowledges and agrees that Subscriber had access to, and an adequate opportunity to review, financial and other information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Units. | | --- | --- | | (i) | Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of this Offering of the Subscribed Units or made any findings or determination as to the fairness of this investment or the accuracy or adequacy of the SEC Filings. | | --- | --- | | (j) | If an entity, Subscriber has been duly formed or incorporated and is validly existing in good standing under the laws of its jurisdiction of formation or incorporation. | | --- | --- | | (k) | The execution, delivery and performance by Subscriber of this Subscription Agreement are within the powers of Subscriber, have been duly authorized and will not constitute or result in a breach or default under or conflict with any federal or state law, statute, rule or regulation applicable to Subscriber, any order, ruling or regulation of any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which Subscriber is a party or by which Subscriber is bound, and, if Subscriber is not an individual, will not violate any provisions of Subscriber’s organizational documents. The signature on this Subscription Agreement is genuine, and the signatory, if Subscriber is an individual, has legal competence and capacity to execute the same or, if Subscriber is not an individual the signatory has been duly authorized to execute the same, and this Subscription Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms. | | --- | --- | | (l) | Neither the due diligence investigation conducted by Subscriber in connection with making its decision to acquire the Subscribed Units nor any representations and warranties made by Subscriber herein shall modify, amend or affect Subscriber’s right to rely on the truth, accuracy and completeness of the Company’s representations and warranties contained herein. | | --- | --- | | (m) | Subscriber is not (i) a person named on the List of Specially Designated Nationals and Blocked Persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) or in any Executive Order issued by the President of the U.S. and administered by OFAC (“OFAC List”), owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, or a person prohibited by any OFAC sanctions program, (ii) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, (iii) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank or (iv) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the U.S. Subscriber agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Subscriber is permitted to do so under applicable law. If Subscriber is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), Subscriber maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. To the extent required, it maintains policies and procedures reasonably designed for the screening of its investors against the OFAC sanctions programs, including the OFAC List. To the extent required, it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Units were legally derived. | | --- | --- |

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| --- | | (n) | Neither Subscriber, nor, to the extent it has them, any of its equity holders, managers, general or limited partners, directors, affiliates or executive officers (collectively with Subscriber, the “Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Subscriber has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of the Subscribed Units by Subscriber will not subject the Company to any Disqualification Event. | | --- | --- | | (o) | No disclosure or offering document has been prepared by the Financial Advisor in connection with the offer and sale of the Subscribed Units. Subscriber agrees that the Financial Advisor and each of its respective members, directors, officers, employees, representatives and controlling persons have made no independent investigation with respect to the Company, the Target or the Subscribed Units or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Company. In connection with the issue and purchase of the Subscribed Units, the Financial Advisor have not acted as Subscriber’s financial advisor or fiduciary. | | --- | --- | | (p) | Subscriber acknowledges its obligations under applicable securities laws with respect to the treatment of non-public information, as applicable, relating to the Company. | | --- | --- | | (q) | Subscriber has, and on each date any portion of the Aggregate Purchase Price would be required to be funded to the Company pursuant to this Subscription Agreement will have, sufficient immediately available funds to pay the Aggregate Purchase Price. | | --- | --- | | (r) | If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Code, or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code, Subscriber represents and warrants that (i) neither the Company, nor any of its respective affiliates has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Units, and none of the Company or any of its respective affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Units and (ii) the acquisition and holding of the Subscribed Units. | | --- | --- | | (s) | Subscriber hereby acknowledges and agrees that it will not, and will cause each person acting at Subscriber’s direction or pursuant to any understanding with Subscriber to not, directly or indirectly offer, sell, pledge, contract to sell or sell any option to purchase, or engage in hedging activities or execute any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act, in each case that result in Subscriber having a net short cash position in respect of the Units until the Closing (or such earlier termination of this Subscription Agreement in accordance with its terms). For the avoidance of doubt, nothing contained herein shall prohibit Subscriber from (i) any purchase of securities by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement, or (ii) any sale (including the exercise of any redemption right) of securities of the Company (A) held by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates prior to the execution of this Subscription Agreement or (B) purchased by Subscriber, its controlled affiliates or any person or entity acting on behalf of Subscriber or any of its controlled affiliates in an open market transaction after the execution of this Subscription Agreement. Notwithstanding the foregoing, (1) nothing herein shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s participation in the Offering or the Transaction (including Subscriber’s controlled affiliates and/or affiliates) from entering into any “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act and (2) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers managing other portions of such Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Units covered by this Subscription Agreement. | | --- | --- | | (t) | Subscriber understands that the foregoing representations and warranties shall be deemed material to and have been relied upon by the Company. | | --- | --- |

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| --- | | 6. | Registration Rights; Indemnification. | | --- | --- | | (a) | The Company agrees that, within fifteen (15) business days after the Closing, the Company will use reasonable best efforts to file with the SEC (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of shares of Class A Common Stock included in the Subscribed Units and the shares of Class A Common Stock issued and issuable upon exercise of the Company Warrants (the “Registrable Securities”), which Registration Statement may register the resale of other shares of the Class A Common Stock, including, without limitation, the Founder Shares, the Private Shares, the shares of Class A Common Stock issuable upon exercise of the Public Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Warrants, and the Company shall use reasonable best efforts to cause such Registration Statement to become effective within 60 business days following the Closing. If the Registration Statement is not effective by the 60th business day following the Closing, the Company and Subscriber acknowledge and agree that Subscriber may, until such time as there is an effective registration statement covering the Registrable Securities and during any period when the Company will have failed to maintain an effective registration statement covering the Registrable Securities, exercise the Company Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption and as specified pursuant to the terms of the Company Warrants. The Company agrees that it will use its reasonable best efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective until the earlier of (i) two years from the issuance of the Registrable Securities, (ii) the date on which Subscriber ceases to hold the Registrable Securities covered by such Registration Statement, or (iii) on the first date on which Subscriber can sell all of its Registrable Securities under Rule 144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of such equity interests that may be sold. Subscriber agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d-3 of the Exchange Act, of the Registrable Securities to the Company (or its successor) upon request to assist the Company in making the determination described above. The Company’s obligations to include the Registrable Securities in the Registration Statement are contingent upon Subscriber furnishing in writing to the Company such information regarding Subscriber, the Registrable Securities of the Company held by Subscriber and the intended method of disposition of the Registrable Securities as shall be reasonably requested by the Company to effect the registration of the Registrable Securities, and shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents the Company from including any or all of the Registrable Securities proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Company’s Registrable Securities by the applicable stockholders or otherwise, (i) such Registration Statement shall register for resale such number of the Company registrable securities which is equal to the maximum number of the Company registrable securities as is permitted by the SEC and (ii) the number of the Company registrable securities to be registered for each selling stockholder named in the Registration Statement shall be reduced pro rata among all such selling stockholders. The Company will provide a draft of the Registration Statement to Subscriber for review reasonably in advance of filing the Registration Statement. In no event shall Subscriber be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have an opportunity to withdraw from the Registration Statement. “Registrable Securities” shall include the Registrable Securities acquired pursuant to this Subscription Agreement and any other equity security of the of the Company issued or issuable with respect to the Registrable Securities by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise, but not, for the avoidance of doubt, any other equity security of the Company owned or acquired by Subscriber. For as long as Subscriber holds the Registrable Securities issued pursuant to this Subscription Agreement, the Company shall (A) make and keep public information available, as those terms are understood and defined in Rule 144, (B) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as the Company remains subject to such requirements, and (C) provide all customary and reasonable cooperation necessary, in each case, to enable Subscriber to resell the Registrable Securities pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to Subscriber), as applicable. | | --- | --- |

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| --- | | (b) | The Company shall, at its sole expense, advise Subscriber within five (5) business days: (i) when a Registration Statement or any amendment thereto has been filed with the SEC and when a Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Subscription Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as the Company is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, the Company shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Registrable Securities included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. | | --- | --- | | (c) | The Company may delay filing or suspend the use of any such Registration Statement if it determines that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company (i) may not delay or suspend the Registration Statement on more than 2 occasions or for more than 75 consecutive calendar days, or more than 120 total calendar days, in each case during any 12 month period, and (ii) shall use reasonable best efforts to make such Registration Statement available for the sale by Subscriber of such Registrable Securities as soon as practicable thereafter. Upon receipt of any written notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Subscriber agrees that it will (i) immediately discontinue offers and sales of the Registrable Securities under the Registration Statement until Subscriber receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by the Company unless otherwise required by applicable law. If so directed by the Company, Subscriber will deliver to the Company or destroy all copies of the prospectus covering the Registrable Securities in Subscriber’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Registrable Securities shall not apply to (i) the extent Subscriber is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up. | | --- | --- |

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| --- | | (d) | Until the earliest of (i) the first date on which the Subscriber can sell all of its Registrable Securities, under Rule 144 of the Securities Act without limitation as to the manner of sale or the amount of such securities that may be sold and (ii) two years from the Closing Date, the Company covenants to maintain the registration of the Class A Common Stock under Section 12(b) or 12(g) of the Exchange Act, and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act. At any time during the period commencing from the 12-month anniversary of the Closing and ending at such time that all of the Registrable Securities may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) (as defined below) and otherwise without restriction or limitation pursuant to Rule 144, if the Company shall fail for any reason to satisfy the current public information requirement under Rule 144(c) and the Registrable Securities are not then registered for resale by the Subscriber under the Securities Act (a “Public Information Failure”) then, in addition to such Subscriber’s other available remedies and unless all of the Registrable Securities were registered the Company’s registration statement on Form S-4 to be declared effective by the SEC on the Closing Date, the Company shall pay to a Subscriber, in cash, as partial liquidated damages and not as a penalty, by reason of any such delay in or reduction of its ability to sell the Registrable Securities, an amount in cash equal to one (1%) of the aggregate Purchase Price of the Subscriber’s Subscribed Units on the day of a Public Information Failure and on every thirtieth (30^th^) day (pro-rated for periods totaling less than thirty days) (“Monthly Liquidated Damage”) thereafter until the earlier of (a) the date such Public Information Failure is cured and (b) such time that such public information is no longer required for the Subscriber to transfer the Registrable Securities pursuant to Rule 144; provided that in no event shall the Monthly Liquidated Damage hereunder exceed one (1%) of the aggregate Purchase Price of the Subscriber’s Subscribed Units. The payments to which the Subscriber shall be entitled pursuant to this Section 6(d) are referred to herein as “Public Information Failure Payments.” Public Information Failure Payments shall be paid on the last day of the calendar month during which such Public Information Failure Payments are incurred. In no event shall the Company be required hereunder to pay to such Subscriber an aggregate amount that exceeds 6.0% of the aggregate Purchase Price paid by such Subscriber for its Subscribed Units pursuant to this Subscription Agreement. The Company may suspend the use of any such registration statement if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed to include information that would at that time not otherwise be required in a current, quarterly, or annual report under the Exchange Act, as amended; provided, that, the Company shall use commercially reasonable efforts to make such registration statement available for the sale by the undersigned of such securities as soon as practicable thereafter. | | --- | --- |

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| --- | | (e) | From and after the Closing, the Company agrees to indemnify and hold Subscriber, each person, if any, who controls Subscriber within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Subscriber within the meaning of Rule 405 under the Securities Act, and each broker, Financial Advisor or sales agent to or through which Subscriber effects or executes the resale of any Registrable Securities (collectively, the “Subscriber Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by Subscriber Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Securities (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. Notwithstanding the forgoing, the Company’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned). | | --- | --- | | (f) | From and after the Closing, Subscriber agrees to, severally and not jointly with any other selling stockholders using the applicable registration statement, indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents of the Company, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the “Company Indemnified Parties”), harmless against any and all Losses incurred by Company Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Registrable Securities (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company by Subscriber expressly for use therein. Notwithstanding the forgoing, Subscriber’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Subscriber (which consent shall not be unreasonably withheld, delayed or conditioned). | | --- | --- | | 7. | Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of: (a) the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement; (b) such date and time as the Merger Agreement is terminated in accordance with its terms; (c) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied or waived on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement are not consummated at the Closing or (d) written notice by either party to the other party to terminate this Subscription Agreement if the transactions contemplated by this Subscription Agreement are not consummated on or prior to the Outside Date (as defined in, and including any extension made in compliance with the terms of, the Merger Agreement); provided that (i) nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach, and (ii) the provisions of Sections 8 through 10 of this Subscription Agreement will survive any termination of this Subscription Agreement and continue indefinitely. The Company shall notify Subscriber of the termination of the Merger Agreement promptly after the termination of the Merger Agreement. Upon the termination of this Subscription Agreement in accordance with this Section 7, any monies paid by Subscriber to the Company for the Aggregate Purchase Price hereunder shall be promptly returned to Subscriber. | | --- | --- |

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| --- | | 8. | Trust Account Waiver. Subscriber hereby represents and warrants that it has read the IPO Prospectus and understands that the Company has established a trust account (the “Trust Account”) containing the proceeds of its IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the Company’s public stockholders (including overallotment securities acquired by the Company’s underwriters, the “Public Stockholders”), and that, except as otherwise described in the IPO Prospectus, the Company may disburse monies from the Trust Account only: (a) to the Public Stockholders in the event they elect to redeem their Class A Common Stock or Class B Common Stock in connection with the consummation of the Company’s initial business combination (as such term is used in the IPO Prospectus) (the “Business Combination”) or in connection with an extension of its deadline to consummate a Business Combination, (b) to the Public Stockholders if the Company fails to consummate a Business Combination within 12 months after the closing of the IPO and as subject to extension by an amendment to the Company’s organizational documents, (c) with respect to any interest earned on the amounts held in the Trust Account, amounts necessary to pay for any taxes and up to $100,000 in dissolution expenses, or (d) to the Company after or concurrently with the consummation of a Business Combination. For and in consideration of the Company entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Subscriber hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Subscription Agreement, neither Subscriber nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom), regardless of whether such claim arises as a result of, in connection with or relating in any way to, this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Subscriber on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Subscriber or any of its affiliates may have against the Trust Account (including any distributions therefrom) now or in the future and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Subscription Agreement or any other agreement with the Company or its affiliates). Subscriber agrees and acknowledges that such irrevocable waiver is material to this Subscription Agreement and specifically relied upon by the Company and its affiliates to induce the Company to enter in this Subscription Agreement, and Subscriber further intends and understands such waiver to be valid, binding and enforceable against Subscriber and each of its affiliates under applicable law. To the extent Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, monetary relief against the Company or its Representatives, Subscriber hereby acknowledges and agrees that Subscriber’s and its affiliates’ sole remedy shall be against funds held outside of the Trust Account and that such claim shall not permit Subscriber or its affiliates (or any person claiming on any of their behalf or in lieu of any of them) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein. In the event Subscriber or any of its affiliates commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Company or its Representatives, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions therefrom) or the Public Stockholders, whether in the form of money damages or injunctive relief, the Company and its Representatives, as applicable, shall be entitled to recover from Subscriber and its affiliates the associated legal fees and costs in connection with any such action in the event the Company or its Representatives, as applicable, prevails in such action or proceeding. Notwithstanding the foregoing, this Section 8 shall not affect any rights of Subscriber or its affiliates to receive distributions from the Trust Account in their capacities as Public Stockholders upon the redemption of their shares or the liquidation of the Company if it does not consummate a Business Combination prior to its deadline to do so. For purposes of this Subscription Agreement, “Representatives” with respect to any person shall mean such person’s affiliates and its and its affiliate’s respective directors, officers, employees, consultants, advisors, agents and other representatives. Notwithstanding anything to the contrary contained in this Subscription Agreement, the provisions of this Section 8 shall survive the Closing or any termination of this Subscription Agreement and last indefinitely. | | --- | --- |

| 15 |

| --- | | 9. | Miscellaneous. | | --- | --- | | (a) | Neither this Subscription Agreement nor any rights or obligations that may accrue to Subscriber hereunder (other than the Subscribed Units acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned by Subscriber without the prior written consent of the Company, and any purported transfer or assignment without such consent shall be null and void ab initio. | | --- | --- | | (b) | The Company may request from Subscriber such additional information as the Company may reasonably deem necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Units, and Subscriber shall provide such information to the Company promptly upon such request, it being understood by Subscriber that the Company may without any liability hereunder reject Subscriber’s subscription prior to the Closing Date in the event Subscriber fails to provide such additional information requested by the Company to evaluate Subscriber’s eligibility or the Company determines that Subscriber is not eligible. On or prior to the Closing Date, the Company and Subscriber shall execute and deliver such additional documents and take such additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated by this Subscription Agreement. | | --- | --- | | (c) | Subscriber acknowledges that the Company, the Financial Advisor and others will rely on the acknowledgments, understandings, agreements, representations and warranties of Subscriber contained in this Subscription Agreement as if they were made directly to them. Prior to the Closing, Subscriber agrees to promptly notify the Company if any of the acknowledgments, understandings, agreements, representations and warranties set forth herein are no longer accurate such that the conditions set forth in Sections 3(b)(i) and 3(b)(ii) would not be satisfied as of the Closing. Subscriber agrees that the purchase by Subscriber of Subscribed Units from the Company will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by Subscriber as of the time of such purchase. Subscriber acknowledges and agrees that the Financial Advisor and Target are each a third-party beneficiary of the representations, warranties and covenants of Subscriber contained in Section 5 of this Subscription Agreement, entitled to enforce the terms hereof against Subscriber as if each were an original party hereto. Except as expressly set forth herein, this Subscription Agreement shall not confer any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns. | | --- | --- | | (d) | The Company, Target and the Financial Advisor are entitled to rely upon this Subscription Agreement and the respective representations and warranties contained herein and are irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby. Subscriber shall not issue any press release or make any other similar public statement with respect to the transactions contemplated hereby without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed). | | --- | --- | | (e) | All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing. | | --- | --- | | (f) | This Subscription Agreement may not be amended, modified, waived or terminated except by an instrument in writing, signed by the party against whom enforcement of such modification, waiver, or termination is sought. No failure or delay in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or other exercise of any right, power or privilege hereunder. | | --- | --- |

| 16 |

| --- | | (g) | This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof (other than any confidentiality agreement entered into by the Company and Subscriber in connection with the Offering). | | --- | --- | | (h) | This Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. | | --- | --- | | (i) | If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision. | | --- | --- | | (j) | This Subscription Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement. | | --- | --- | | (k) | The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. | | --- | --- | | (l) | Subscriber hereby acknowledges that the terms of this Subscription Agreement will be disclosed by the Company in a Current Report on Form 8-K filed with the SEC by 9:00 a.m., New York City time, on the first (1^st^) business day immediately following the date of this Subscription Agreement (the time of such filing, “Disclosure Time”) and a form of this Subscription Agreement will be filed with the SEC as an exhibit thereto. From and after the Disclosure Time, the Company represents to the Subscriber that it shall have publicly disclosed all material, non-public information delivered to the Subscriber by the Company or any of its officers, directors, employees or agents in connection with the transactions contemplated by the Subscription Agreement and the Merger Agreement. In addition, effective upon the Disclosure Time, the Company acknowledges and agrees that any and all confidentiality or similar obligations under any agreement, whether written or oral, between the Company or any of its officers, directors, agents, employees or affiliates on the one hand, and any of the Subscribers or any of their affiliates on the other hand, shall terminate. Subscriber will promptly provide any information reasonably requested by the Company for any regulatory application or filing made or approval sought in connection with the Transaction or the Closing (including filings with the SEC). | | --- | --- | | (m) | This Subscription Agreement and all actions arising out of or in connection with this Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles relating to conflict of laws that would result in the applicable of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the state and federal courts seated in New York County, New York (and any appellate courts thereof) in any action or proceeding arising out of or relating to this Subscription Agreement, and each of the parties hereby irrevocably and unconditionally (a) agrees not to commence any such action or proceeding except in such courts, (b) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (c) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (d) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Subscription Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 9(n). Nothing in this Section 9(m) shall affect the right of any party to serve legal process in any other manner permitted by law. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, DISPUTE, CLAIM, LEGAL ACTION OR OTHER LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. | | --- | --- |

| 17 |

| --- |

(n)	All<br> notices, consents, waivers and other communications hereunder shall be in writing and shall<br> be deemed to have been duly given (i) when delivered in person, (ii) when delivered by facsimile<br> or email, with affirmative confirmation of receipt, (iii) one business day after being sent,<br> if sent by reputable, internationally recognized overnight courier service or (iv) three<br> business days after being mailed, if sent by registered or certified mail, prepaid and return<br> receipt requested, in each case to the applicable party at the following addresses (or at<br> such other address for a party as shall be specified by like notice):
a.	If<br> to the Company, to:
---	---

(n)

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by facsimile or email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to:

---

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

Attention: Jack K. Heilbron, CEO

Email: jheilbron@presidiopt.com

with a copy (which shall not constitute notice) to:

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Darrin Ocasio, Esq.

E-mail: dmocasio@srf.law

b.	Notice<br> to Subscriber shall be given to the address underneath such Subscriber’s name on the<br> signature pages hereto.
(o)	The<br> headings set forth in this Subscription Agreement are for convenience of reference only and<br> shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement,<br> unless the context otherwise requires: (i) whenever required by the context, any pronoun<br> used in this Subscription Agreement shall include the corresponding masculine, feminine or<br> neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural<br> and vice versa; (ii)<br>“including” (and with correlative meaning “include”) means including without limiting the generality of any<br>description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without<br>limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of<br>similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and<br>not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (x)<br>“business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking<br>institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”,<br>“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of<br>any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems,<br>including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on<br>such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company<br>or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any<br>other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group<br>of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under<br>common control with such specified person (where the term “control” (and any correlative terms) means the<br>possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether<br>through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this<br>Subscription Agreement to an affiliate of the Company prior to the closing of a Business Combination will include the<br>Company’s sponsor, Murphy Canyon Acquisition Sponsor, LLC.
---	---

Notice to Subscriber shall be given to the address underneath such Subscriber’s name on the signature pages hereto.

(o)

The headings set forth in this Subscription Agreement are for convenience of reference only and shall not be used in interpreting this Subscription Agreement. In this Subscription Agreement, unless the context otherwise requires: (i) whenever required by the context, any pronoun used in this Subscription Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein”, “hereto” and “hereby” and other words of similar import in this Subscription Agreement shall be deemed in each case to refer to this Subscription Agreement as a whole and not to any particular portion of this Subscription Agreement. As used in this Subscription Agreement, the term: (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). For the avoidance of doubt, any reference in this Subscription Agreement to an affiliate of the Company prior to the closing of a Business Combination will include the Company’s sponsor, Murphy Canyon Acquisition Sponsor, LLC.

---

| 18 |

| --- | | (p) | At Closing, the parties hereto shall execute and deliver such additional documents and take such additional actions as the parties may reasonably deem practical and necessary in order to consummate the Offering as contemplated by this Subscription Agreement. | | --- | --- | | (q) | The parties hereto agree that (i) the Financial Advisor is an express third-party beneficiary of their express rights in this Subscription Agreement, including Sections 4, 5, 9(c)–(d), 9(f) and 10 of this Subscription Agreement, and (ii) Target is an express third-party beneficiary of their express rights in this Subscription Agreement, including Sections 4, 5, 9(c)–(d), and 9(f) of this Subscription Agreement. | | --- | --- | | 10. | Non-Reliance and Exculpation. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person other than the statements, representations and warranties of the Company contained in this Subscription Agreement in making its investment or decision to invest in the Company. Subscriber acknowledges and agrees that neither the Financial Advisor nor any affiliate of the Financial Advisor has provided Subscriber with any information or advice with respect to the Subscribed Units nor is such information or advice necessary or desired. In connection with the issuance of the Subscribed Units, Subscriber acknowledges and agrees that neither the Financial Advisor nor any of its affiliates has acted as a financial advisor or fiduciary to Subscriber. Subscriber agrees that neither (i) any other purchaser pursuant to other subscription agreements entered into in connection with the Offering (including the controlling persons, members, officers, directors, partners, agents, employees or other Representatives of any such other purchaser) nor (ii) the Financial Advisor, its respective affiliates or any of its or its affiliates’ respective control persons, officers, directors or employees or other Representatives, shall be liable to Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of the Subscribed Units. Subscriber acknowledges that neither the Financial Advisor, nor its respective Representatives: (a) shall be liable to Subscriber for any improper payment made in accordance with the information provided by the Company; (b) makes any representation or warranty, or has any responsibilities as to the validity, accuracy, value or genuineness of any information, certificates or documentation delivered by or on behalf of the Company or the Target pursuant to this Subscription Agreement or the Merger Agreement (together with any related documents, the “Transaction Documents”); or (c) shall be liable to Subscriber (whether in tort, contract or otherwise) (x) for any action taken, suffered or omitted by any of them in good faith and reasonably believed to be authorized or within the discretion or rights or powers conferred upon it by this Subscription Agreement or any Transaction Document or (y) for anything which any of them may do or refrain from doing in connection with this Subscription Agreement or any Transaction Document, except for their gross negligence, willful misconduct or bad faith. | | --- | --- |

[SIGNATUREPAGES FOLLOW]

| 19 |

| --- |

IN WITNESS WHEREOF, the parties hereto have caused this Subscription Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

MURPHY CANYON ACQUISITION CORP.
By:
Name:	Jack K. Heilbron
Title:	CEO

[SignaturePage to Subscription Agreement]

[SUBSCRIBER SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT]

IN WITNESS WHEREOF, the undersigned has caused this Subscription Agreement to be duly executed by its authorized signatory as of the date first indicated above.

Name(s) of Subscriber:

Signature of Authorized Signatory of Subscriber:

Name of Authorized Signatory:

Title of Authorized Signatory:

Address for Notice to Subscriber:

Attention:

Email:

Facsimile No.:

Telephone No.:

Address for Delivery of Subscribed Units to Subscriber (if not same as address for notice):

Subscription Amount:

Number of Subscribed Units:

Subscriber status (mark one): ☐ U.S. investor ☐ Non-U.S. investor EIN Number:

Exhibit A

Accredited Investor Questionnaire

Capitalized terms used and not defined in this Exhibit A shall have the meanings given in the Subscription Agreement to which this Exhibit A is attached.

The undersigned represents and warrants that the undersigned is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), for one or more of the reasons specified below (please check all boxes that apply):

(i)	A<br> natural person whose net worth, either individually or jointly with such person’s spouse<br> or spousal equivalent, at the time of Subscriber’s purchase, exceeds $1,000,000; The<br>term “net worth” means the excess of total assets over total liabilities (including personal and real property, but excluding<br>the estimated fair market value of Subscriber’s primary home). For the purposes of calculating joint net worth with the person’s<br>spouse or spousal equivalent, joint net worth can be the aggregate net worth of Subscriber and spouse or spousal equivalent; assets need<br>not be held jointly to be included in the calculation. There is no requirement that securities be purchased jointly. A spousal equivalent<br>means a cohabitant occupying a relationship generally equivalent to a spouse.
(ii)	A<br> natural person who had an individual income in excess of $200,000, or joint income with Subscriber’s<br> spouse or spousal equivalent in excess of $300,000, in each of the two most recent years<br> and reasonably expects to reach the same income level in the current year; In<br>determining individual “income,” Subscriber should add to Subscriber’s individual taxable adjusted gross income (exclusive<br>of any spousal or spousal equivalent income) any amounts attributable to tax exempt income received, losses claimed as a limited partner<br>in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and<br>any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.
---	---
(iii)	A<br> director or executive officer of the Company;
---	---
(iv)	A<br> natural person holding in good standing with one or more professional certifications or designations<br> or other credentials from an accredited educational institution that the U.S. Securities<br> Exchange Commission (“SEC”) has designated as qualifying an individual<br> for accredited investor status; The<br>SEC has designated the General Securities Representative license (Series 7), the Private Securities Offering Representative license (Series<br>82) and the Licensed Investment Adviser Representative (Series 65) as the initial certifications that qualify for accredited investor<br>status.
---	---
(v)	A<br> natural person who is a “knowledgeable employee” as defined in Rule 3c-5(a)(4)<br> under the Investment Company Act of 1940 (the “Investment Company Act”),<br> of the issuer of the securities being offered or sold where the issuer would be an investment<br> company, as defined in Section 3 of the Investment Company Act, but for the exclusion provided<br> by either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act;
---	---
(vi)	A<br> bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association<br> or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting<br> in its individual or fiduciary capacity;
---	---
(vii)	A<br> broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934,<br> as amended (the “Exchange Act”);
---	---

| A-1 |

| --- | | (viii) | An investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 (the “Investment Advisers Act”) or registered pursuant to the laws of a state, or an investment adviser relying on the exemption from registering with the SEC under the Section 203(l) or (m) of the Investment Advisers Act; | | --- | --- | | (ix) | An insurance company as defined in Section 2(13) of the Exchange Act; | | --- | --- | | (x) | An investment company registered under the Investment Company Act or a business development company as defined in Section 2(a)(48) of that Act; | | --- | --- | | (xi) | A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; | | --- | --- | | (xii) | A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act; | | --- | --- | | (xiii) | A plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state, or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; | | --- | --- | | (xiv) | An employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; | | --- | --- | | (xv) | A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; | | --- | --- | | (xvi) | An organization described in Section 501(c)(3) of the Internal Revenue Code, or a corporation, business trust, partnership, or limited liability company, or any other entity not formed for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000; and/or | | --- | --- | | (xvii) | A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company. | | --- | --- | | (xviii) | A “family office” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act with assets under management in excess of $5,000,000 that is not formed for the specific purpose of acquiring the securities offered and whose prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment; | | --- | --- | | (xix) | A “family client” as defined in Rule 202(a)(11)(G)-1 under the Investment Advisers Act, of a family office meeting the requirements set forth in (xviii) and whose prospective investment in the issuer is directed by a person from a family office that is capable of evaluating the merits and risks of the prospective investment; | | --- | --- | | (xx) | A “qualified institutional buyer” as defined in Rule 144A under the Securities Act; | | --- | --- | | X | (xxi) | An entity, of a type not listed above, not formed for the specific purpose of acquiring the securities offered, owning investments in excess of $5,000,000; and/or | | --- | --- | --- |

| A-2 |

| --- | | (xxii) | An entity in which all of the equity owners qualify as an accredited investor under any of the above subparagraphs. | | --- | --- | | (xxiii) | Subscriber does not qualify under any of the investor categories set forth in (i) through (xxi) above. | | --- | --- | | 2.1 | Type of Subscriber. Indicate the form of entity of Subscriber: | | --- | --- | | ☐ | Individual | ☐ | Limited Partnership | | --- | --- | --- | --- | | ☒ | Corporation | ☐ | General Partnership | | ☐ | Revocable Trust | ☐ | Limited Liability Company | | ☐ | Other Type of Trust (indicate type): | | | | ☐ | Other (indicate form of organization): | | | | 2.2.1 | If Subscriber is not an individual, indicate the approximate date Subscriber entity was formed: | | --- | --- | | 2.2.2 | If Subscriber is not an individual, initial the line below which correctly describes the application of the following statement to Subscriber’s situation: Subscriber (x) was not organized or reorganized for the specific purpose of acquiring the Subscribed Units and (y) has made investments prior to the date hereof, and each beneficial owner thereof has and will share in the investment in proportion to his or her ownership interest in Subscriber. | | --- | --- | | True | | --- | | False |

If the “False” line is initialed, each person participating in the entity will be required to fill out a Subscription Agreement.

| A-3 |

| --- |

Subscriber:

Subscriber Name:
By:
Signatory Name:
Signatory Title:
Date:

| A-4 |

| --- |

Exhibit B

Formof Lock-Up Amendment

See attachment.

| B-1 |

| --- |

Exhibit10.2

LOCK-UPAGREEMENT

THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2022, by and between (i) Murphy Canyon Acquisition Corp., a Delaware corporation (the “SPAC”), and (ii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement (as defined below). The SPAC and the Holder may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, on or about the date hereof, the SPAC, Conduit Merger Sub, Inc., a Cayman Islands exempted company and a newly formed, wholly owned, direct subsidiary of the SPAC (“Merger Sub”) and Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (the “Company”), entered into that certain Agreement and Plan of Merger (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to the terms and conditions thereof, among other matters, Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity (the “Merger”), and as a result of which, each Company Ordinary Share issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the applicable portion of the Closing Payment Shares for each Company Ordinary Share, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable Law;

WHEREAS, as of the date hereof, Holder is a Shareholder under the Business Combination Agreement and a holder of the Company Ordinary Shares in such amounts as set forth underneath Holder’s name on the signature page hereto; and

WHEREAS, pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by Holder thereunder, the Parties desire to enter into this Agreement, pursuant to which the Closing Payment Shares to be issued to Holder at the Effective Time (all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition as set forth herein.

NOW,THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Lock-Up Provisions.

(a) Holder hereby agrees not to, during the period commencing from the Closing and ending on the earlier of (x) one hundred and eighty (180) days after the date of the Closing, and (y) the date on which the SPAC consummates a liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in all of the SPAC’s shareholders having the right to exchange their equity holdings in the SPAC for cash, securities or other property (the “Lock-Up Period”): (i) lend, offer, pledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of), directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee (defined below), or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such transfer that the transferee executes and delivers to the SPAC, prior to such transfer, a lock-up agreement substantially in the form of this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (A) the members of Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (B) any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (C) if Holder is a trust, to the trustor or beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is an entity, as a distribution to limited partners, shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (E) to any affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by the SPAC that are consistent with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, a Holder may pledge its Restricted Securities to a third party during the Lock-up Period, provided that the party to whom the Restricted Securities are pledged acknowledges and agrees in writing that the Restricted Securities are subject to this Agreement and that such third party shall not be entitled to enforce its rights and remedies with respect to the Restricted Securities, including, without limitation, the right to vote, sell or take ownership of such Restricted Securities, until after the Lock-Up Period.

(b) If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall be null and void ab initio, and the SPAC shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose, and the SPAC and its transfer agent are (a) hereby authorized to decline to register any transfer of securities if such transfer would constitute a violation or breach of this Agreement and (b) to imprint on any certificate representing Restricted Securities a legend describing the restrictions contained herein. In order to enforce this Agreement, the SPAC may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

(c) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [ ], 2022, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(d) For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of the SPAC with respect to the Restricted Securities during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the obligations under this Agreement and the Business Combination Agreement.

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2. Miscellaneous.

(a) Termination of Business Combination Agreement. This Agreement shall be binding upon Holder on Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the Parties shall not have any rights or obligations hereunder.

(b) Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement and all obligations of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.

(c) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any Party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a Party.

(d) Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of New York without regard to the conflict of laws principles thereof, provided, however, that to the extent that the laws of the State of Delaware are required to apply with respect to the Merger or any other actions hereunder, the laws of the State of Delaware shall so apply, without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court therefrom) (the “Specified Courts”). Each Party hereby (a) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each Party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other action relating to the transactions contemplated hereby, on behalf of itself, or its property, by personal delivery of copies of such process to such Party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any Party to serve legal process in any other manner permitted by Law.

(e) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e).

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(f) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

(g) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to the SPAC:	with a copy (which will not constitute notice) to:
Conduit<br> Pharmaceuticals, Inc.	Sichenzia<br> Ross Ference, LLP
	1185<br> Avenue of the Americas, 31st Floor
4995<br> Murphy Canyon Road, Suite 300	New<br> York, NY 10036
San Diego,<br> CA 92123	Attention:<br> Darrin Ocasio, Esq.
Attention:<br> Jack K. Heilbron, CEO	Email:<br> dmocasio@srf.law
Email:<br> jheilbron@presidiopt.com
If to Holder, to:<br><br> <br><br><br> <br>the<br> address set forth below Holder’s name on the signature<br><br> <br>page<br> to this Agreement.	With a copy to (which shall not constitute notice):<br><br> <br><br><br> <br>Thompson<br> Hine LLP<br><br> <br>335<br> Madison Avenue<br><br> <br>12th<br> Floor<br><br> <br>New<br> York, NY 10017-4611<br><br> <br>Attention:<br> Faith Charles, Todd Mason, and Corby Baumann<br><br> <br>Email:<br> faith.charles@thompsonhine.com; todd.mason@thompsonhine.com; corby.baumann@thompsonhine.com

(h) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the SPAC and Holder. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

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(i) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(j) Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and the SPAC will have no adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, the SPAC shall be entitled to an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

(k) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the SPAC or any of the obligations of the SPAC under any other agreement between Holder and the SPAC or any certificate or instrument executed by Holder in favor of the SPAC, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the SPAC or any of the obligations of Holder under this Agreement.

(l) Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(m) Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

{Remainderof Page Intentionally Left Blank; Signature Pages Follow}

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IN WITNESS WHEREOF, the Parties have executed this Lock-Up Agreement as of the date first written above.

SPAC:
MURP HY CANYON ACQUISITION CORP.
By:
Name:	Jack<br> K. Heilbron
Title:	CEO

{AdditionalSignature on the Following Page}

INWITNESS WHEREOF, the Parties have executed this Lock-Up Agreement as of the date first written above.

Holder:
Name of Holder:
By:
Name:
Title:

Numberof Company Ordinary Shares Owned:

Addressfor Notice:

{SignaturePage to Lock-Up Agreement}

Exhibit10.3

SPONSORSUPPORT AGREEMENT

This SPONSOR SUPPORT AGREEMENT, dated as of November 8, 2022 (this “Agreement”), is entered into by and among the stockholder(s) listed on Exhibit A hereto (each, a “Stockholder”), Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (the “Company”), and Murphy Canyon Acquisition Corp., a Delaware corporation (“Buyer”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, Buyer and the Company are parties to that certain Agreement and Plan of Merger, dated as of the date hereof, as it may be amended, modified or supplemented from time to time (the “Merger Agreement”), which provides, among other things, that, upon the terms and subject to the conditions thereof, (a) Buyer will incorporate Conduit Merger Sub, Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), and (b) Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation following the Merger and as a wholly owned subsidiary of Buyer;

WHEREAS, as of the date hereof, each Stockholder owns the number of shares of common stock, par value $0.0001, of Buyer set forth on Exhibit A (all such shares, and/or any successor shares of Buyer of which ownership of record or the power to vote is hereafter acquired by the Stockholder prior to the termination of this Agreement being referred to herein as the “Shares”); and

WHEREAS, in order to induce the Company to enter into the Merger Agreement, each Stockholder is executing and delivering this Agreement to the Company.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Agreement to Vote. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with Section 9.1 thereof (the “Expiration Time”), each Stockholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at any meeting of the stockholders of Buyer (a “Buyer Stockholders’ Meeting”) in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at a Buyer Stockholders’ Meeting, or in any action by written consent of the stockholders, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the Merger Agreement and the transactions contemplated thereby, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Merger Agreement and considered and voted upon at any Buyer Stockholders’ Meeting, (c) in favor of the approval of all other Murphy Proposals (as defined in the Merger Agreement), (d) against the approval of any merger, purchase of all or substantially all of the Company’s assets or other business combination transaction (other than the Merger Agreement and the transactions contemplated thereby), or against any proposal, action or agreement that would (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Merger Agreement or the Merger, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Buyer or Merger Sub under the Merger Agreement, or (iii) result in any of the conditions set forth in Article VIII of the Merger Agreement not being fulfilled, and (e) against any amendment of the organizational documents of Buyer or any change in Buyer’s capitalization, corporate structure or business other than as contemplated by the Merger Agreement. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. The obligations of each Stockholder specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by Buyer’s Board of Directors.

Each Stockholder hereby irrevocably agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

2. Redemptions Rights; Waiver Conversion Ratios. Each Stockholder irrevocably agrees that it will (i) not exercise its right to redeem all or a portion of such Stockholder’s Shares (in connection with the transactions contemplated by this Agreement or the Merger Agreement or otherwise) as set forth in the organizational documents of Buyer and (ii) waive any adjustment to the conversion ratio set forth in Buyer’s organizational documents.

3. Transfer of Shares. Until the Expiration Time, each Stockholder irrevocably agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily (collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, (d) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Shares, (e) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Share, (f) take any action that would have the effect of preventing or disabling Stockholder from performing its obligations hereunder or (g) publicly announce any intention to effect any transaction specified in this Section 3. Any Transfer in violation of this Section 3 with respect to the Stockholder’s Shares shall be null and void.

4. Representations and Warranties. Each Stockholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company as follows:

(a) The execution, delivery and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Stockholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Stockholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of Stockholder’s organizational documents.

(b) Stockholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Stockholder’s obligations pursuant to this Agreement. Stockholder has the full right, power and authority to sell, transfer and deliver such Shares, and Stockholder does not own, directly or indirectly, any other Shares, other than Buyer warrants held by Stockholder (if any).

(c) Stockholder is a natural person or a legal entity duly incorporated (if applicable), organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Stockholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and Buyer, constitutes a legal, valid and binding obligation of Stockholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles).

(d) As of the date of this Agreement, there is no action, proceeding or, to the Stockholder’s knowledge, investigation pending against the Stockholder or, to the knowledge of the Stockholder, threatened against the Stockholder that questions the beneficial or record ownership of the Stockholder’s Shares, the validity of this Agreement or the performance by the Stockholder of its obligations under this Agreement.

(e) Stockholder understands and acknowledges that the Company is entering into the Merger Agreement in reliance upon the Stockholder’s execution and delivery of this Agreement.

(f) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Buyer, Merger Sub or the Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of the Stockholder, on behalf of the Stockholder.

5. New Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Shares are issued to Stockholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of Shares or otherwise, (b) a Stockholder purchases or otherwise acquires beneficial ownership of any Shares, or (c) a Stockholder acquires the right to vote or share in the voting of any Shares (collectively the “New Securities”), then such New Securities acquired or purchased by such Stockholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Shares owned by such Stockholder as of the date hereof.

6. No Challenges. Each Stockholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Buyer, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.

7. Termination. This Agreement and the obligations of Stockholder under this Agreement shall automatically terminate upon the earliest of: (a) the Effective Time; (b) the termination of the Merger Agreement in accordance with its terms; and (c) the mutual agreement of the Company and Buyer. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.

8. Miscellaneous.

(a) Except as otherwise provided herein or in the Merger Agreement or any other transaction document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby or thereby are consummated.

(b) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(b)):

If to Stockholder:

To such Stockholder’s address set forth in Exhibit A.

with copies to (which shall not constitute notice):

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31^st^ Floor

New York, NY 10036

Attention: Darrin M. Ocasio, Esq.

E-mail: dmocasio@srf.law

If to the Company:

Conduit Pharmaceuticals Limited

c/o Ogier Global (Cayman) Limited

89 Nexus Way, Camana Bay

Grand Cayman, KY1-9009

Cayman Islands

Attention: Dr. Andrew Regan; James Bligh

Email: ar@corvus.com; jb@conduitpharma.com

with a copy (which shall not constitute notice) to:

Thompson Hine LLP

335 Madison Avenue

12th Floor

New York, NY 10017-4611

Attention: Faith Charles, Todd Mason, and Corby Baumann

Email: faith.charles@thompsonhine.com; todd.mason@thompsonhine.com;

corby.baumann@thompsonhine.com

If to the Buyer:

Murphy Canyon Acquisition Corp.

4995 Murphy Canyon Road, Suite 300

San Diego, California 92123

Attention: Jack K. Heilbron, CEO

Email: jheilbron@presidiopt.com

with copies (which shall not constitute notice) to:

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31st Floor

New York, NY 10036

Attention: Darrin Ocasio, Esq.

E-mail: dmocasio@srf.law

(c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(d) This Agreement and the Merger Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

(e) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(f) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (collectively, “Action”) arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction within the State of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the State of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.

(g) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement to post security or a bond as prerequisite to obtaining equitable relief.

(h) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

(i) Each Stockholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by Buyer or the Company, to effect the actions and consummate the Merger and the other transactions contemplated by this Agreement and the Merger Agreement (including the transactions contemplated hereby and thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

(j) This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by Buyer, the Company and each Stockholder.

(k) This Agreement shall not be effective or binding upon Stockholder until such time as the Merger Agreement is executed by each of the parties thereto.

(l) If, and as often as, there are any changes in Buyer by way of stock split, stock dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to Stockholder and the Shares as so changed.

(m) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Paragraph (m).

(n) Each Stockholder hereby authorizes Buyer and the Company to publish and disclose in any disclosure required by the United States Securities and Exchange Commission the Stockholder’s identity and beneficial ownership of the Shares and the nature of the Stockholder’s obligations under this Agreement.

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SPONSORSUPPORT AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

STOCKHOLDER:
MURPHY<br> CANYON ACQUISITION SPONSOR LLC
By:	/s/ Jack K. Heilbron
	Name:<br> Jack K. Heilbron
	Title:<br> Managing Member
COMPANY:
CONDUIT<br> PHARMACEUTICALS LIMITED
By:	/s/ Dr. Andrew Regan
Name:	Dr.<br> Andrew Regan
Title:	Director
BUYER:
MURPHY<br> CANYON ACQUISITION CORP.
By:	/s/ Jack K. Heilbron
Name:	Jack<br> K. Heilbron
Title:	CEO

Exhibit A

Stockholders

Stockholder	Number of Shares	Address for Notices
Murphy<br> Canyon Acquisition Sponsor, LLC	4,060,250<br> (consisting of 754,000 Class A shares of common stock and 3,306,250 Class B shares of common stock)	4995<br> Murphy Canyon Road, Suite 300, San Diego, CA 92123
Total	4,060,250

Exhibit10.4

COMPANY SHAREHOLDER SUPPORT AGREEMENT

This COMPANY SHAREHOLDER SUPPORT AGREEMENT, dated as of November 8, 2022 (this “Support Agreement”), is entered into by the shareholders listed on Exhibit A hereto (each a “Shareholder” and collectively, the “Shareholders”), Conduit Pharmaceuticals Limited, a Cayman Islands exempted company (the “Company”), and Murphy Canyon Acquisition Corp., a Delaware corporation (“Murphy”). Capitalized terms used but not defined in this Support Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).

WHEREAS, Murphy and the Company are parties to that certain Agreement and Plan of Merger Agreement, dated as of the date hereof, as amended, modified or supplemented from time to time (the “Merger Agreement”) which provides, among other things, that, upon the terms and subject to the conditions thereof, (a) Murphy will incorporate Conduit Merger Sub, Inc., a Cayman Islands exempted company, as its wholly owned subsidiary (“Merger Sub”), and (b) Merger Sub will be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation following the Merger;

WHEREAS, as of the date hereof, each Shareholder owns the number of the Company’s ordinary shares set forth after its name on Exhibit A (all such shares, or any successor or additional ordinary shares of which ownership of record or the power to vote is hereafter acquired by the Shareholders prior to the termination of this Support Agreement being referred to herein as the “Shares”); and

WHEREAS, in order to induce Murphy to enter into the Merger Agreement, the Shareholders are executing and delivering this Support Agreement to Murphy subject to the approval from the shareholders of Murphy.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Voting Agreements. During the period commencing on the date hereof and ending on the earlier to occur of (a) the Effective Time and (b) such date and time as the Merger Agreement shall be terminated in accordance with its terms (whichever earlier, the “Expiration Time”), each Shareholder, severally and not jointly, in its capacity as a shareholder of the Company, irrevocably agrees that, at any meeting of the Company’s shareholders related to the transactions contemplated by the Merger Agreement (whether annual or special, and whether or not an adjourned or postponed meeting, however called and including any adjournment or postponement thereof) (the “Transactions”) and/or in connection with any written consent of the Company’s shareholders related to the Transactions (all meetings or consents related to the Merger Agreement, collectively referred to herein as the “Meeting”), the Shareholder shall:

a.	when<br> the Meeting is held, appear at the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing<br> a quorum;
b.	vote<br> (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause<br> such consent to be granted with respect to), all of its Shares in favor of the Merger Agreement and the transactions contemplated<br> thereby;
c.	authorize<br> and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for<br> purposes of effecting the Transactions; and
d.	vote<br> (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause<br> such consent to be granted with respect to), all of its Shares against any other action that would reasonably be expected to (x)<br> impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any<br> covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in<br> a breach of any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Support<br> Agreement.

2. Restrictions on Transfer. Until the Expiration Time, each Shareholder agrees that it shall not sell, assign or otherwise transfer any of its Shares unless the buyer, assignee or transferee thereof executes a joinder agreement to this Support Agreement in a form reasonably acceptable to Murphy. The directors of the Company shall not register any sale, assignment or transfer of any Shares on the Company’s register of members (book entry or otherwise) that is not in compliance with this Section 2.

3. New Securities. During the period commencing on the date hereof and ending on the Expiration Time, in the event that, (a) any Company Ordinary Shares or other equity securities of Company are issued to the Shareholders after the date of this Support Agreement pursuant to any share dividend, share split, recapitalization, reclassification, combination or exchange of Company securities owned by the Shareholders, (b) any Shareholder purchases or otherwise acquires beneficial ownership of any Company Ordinary Shares or other equity securities of Company after the date of this Support Agreement, or (c) the Shareholder acquires the right to vote or share in the voting of any Company Ordinary Shares or other equity securities of Company after the date of this Support Agreement (such Company Ordinary Shares or other equity securities of the Company, collectively the “New Securities”), then such New Securities acquired or purchased by the Shareholder shall be subject to the terms of this Support Agreement to the same extent as if they constituted Shares as of the date hereof.

4. No Challenge. Each of the Shareholders agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Murphy, Merger Sub, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Support Agreement or the Merger Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Merger Agreement.

5. Waiver; Approval of Merger Agreement. Each of the Shareholders hereby irrevocably and unconditionally (i) waives any rights of appraisal, dissenter’s rights and any similar rights relating to the Merger Agreement and the consummation by the parties of the transactions contemplated thereby, including the Merger, that the Shareholders may have under applicable law, (ii) waives its right to any payments upon liquidation of the Company that may be provided for in the Company’s Organizational Documents, (iii) waives any subscription rights, preemptive rights and any similar rights relating to the Merger Agreement and the consummation by the parties of the transactions contemplated thereby, including the Merger, that such Shareholder may have under applicable law and/or pursuant to contract, including, but not limited to, that certain SGS Subscription Agreement, dated as of January 1, 2019, by and between the Company and Corvus Capital Limited and that certain Loan Facility Agreement, dated as of January 1, 2019, by and between the Company and Corvus Capital Limited, and (iv) approves, in its capacity as a shareholder of the Company, the Merger Agreement and the consummation by the parties of the transactions contemplated thereby, including the Merger.

6. Consent to Disclosure. Each of the Shareholders hereby consents to the publication and disclosure in the Form S-4 and the Proxy Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities, any other documents or communications provided by any Murphy Party or the Company to any Governmental Authority or to securityholders of any Murphy Party) of such Shareholder’s identity and beneficial ownership of Shares and the nature of such Shareholder’s commitments, arrangements and understandings under and relating to this Support Agreement and, if deemed appropriate by Murphy or the Company, a copy of this Support Agreement. Each of the Shareholders will promptly provide any information reasonably requested by Murphy or the Company for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).

7. Shareholder Representations: Each of the Shareholders represents and warrants, severally and not jointly, to Murphy and the Company, as of the date hereof, that:

a.	such<br> Shareholder is duly incorporated, organized, validly existing and in good standing (as applicable) under the Laws of the jurisdiction<br> of its formation or incorporation (as applicable), and the execution, delivery and performance of this Support Agreement and the<br> consummation of the transactions contemplated hereby are within such Shareholder’s organizational powers and have been duly<br> authorized by all necessary organizational actions on the part of such Shareholder;
b.	this Support Agreement<br> has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties<br> to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable<br> against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar<br> Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other<br> equitable remedies);
---	---
c.	the execution and delivery<br> of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will<br> not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, or (ii) require any consent<br> or approval from any third party that has not been given or other action that has not been taken by any third party, in each case,<br> to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder<br> of its obligations under this Support Agreement;
d.	there are no Proceedings<br> pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the<br> case of threatened Proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges<br> or seeks to prevent, enjoin or materially delay the performance by such Shareholder of its obligations under this Support Agreement;
e.	no broker, finder, investment<br> banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement<br> or any of the respective transactions contemplated hereby, based upon arrangements made by such Shareholder or, to the knowledge<br> of such Shareholder, by the Company;
f.	such Shareholder has not<br> entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support<br> Agreement;
g.	such Shareholder has good<br> title to its Shares, free and clear of any Liens other than Permitted Liens, and such Shareholder has the sole power to vote or cause<br> to be voted its Shares; and
h.	the Shares listed opposite<br> such Shareholder’s name on Exhibit A are the only outstanding shares of the Company owned of record or beneficially<br> owned by such Shareholder as of the date hereof, and none of its Shares are subject to any proxy, voting trust or other agreement<br> or arrangement with respect to the voting of Shares that is inconsistent with such Shareholder’s obligations pursuant to this<br> Support Agreement.

8. Damages; Remedies. The Shareholders hereby agrees and acknowledges that (a) Murphy and the Company would be irreparably injured in the event of a breach by such Shareholder of its obligations under this Support Agreement, (b) monetary damages may not be an adequate remedy for such breach and (c) the non-breaching party shall be entitled to seek injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.

9. Entire Agreement; Amendment. This Support Agreement and the other agreements referenced herein constitute the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Support Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.

10. Assignment. No party hereto may, except as set forth herein, assign either this Support Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Support Agreement shall be binding on the Shareholders, Murphy and the Company and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.

11. Counterparts. This Support Agreement may be executed in any number of original, electronic or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

12. Severability. This Support Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Support Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Support Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

13. Governing Law; Jurisdiction; Jury Trial Waiver. Sections 11.6 through 11.10 of the Merger Agreement is incorporated by reference herein to apply with full force to any disputes arising under this Support Agreement.

14. Notice. Any notice, consent or request to be given in connection with any of the terms or provisions of this Support Agreement shall be in writing and shall be sent or given in accordance with the terms of Section 11.1 of the Merger Agreement to the applicable party, with respect to the Company and Murphy, at the address set forth in Section 11.1 of the Merger Agreement, and, with respect to the Shareholders, at its address set forth on Exhibit A.

15. Termination. This Support Agreement shall terminate on the earlier of the Closing or the termination of the Merger Agreement. No such termination shall relieve any Shareholders, Murphy or the Company from any liability resulting from a breach of this Support Agreement occurring prior to such termination.

16. Adjustment for Share Split. If, and as often as, there are any changes in the Shares by way of share split, share dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Support Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Shareholders, Murphy and the Company and the Shareholder shares as so changed.

17. Further Actions. Each of the parties hereto agrees to execute and deliver hereafter any further document, agreement or instrument of assignment, transfer or conveyance as may be necessary or desirable to effectuate the purposes hereof and as may be reasonably requested in writing by another party hereto.

18. Specific Performance. The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement to post security or a bond as prerequisite to obtaining equitable relief.

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SHAREHOLDERSUPPORT AGREEMENT SIGNATURE PAGE

IN WITNESS WHEREOF, the parties have executed this Support Agreement as of the date first written above.

CONDUIT<br> PHARMACEUTICALS LIMITED
By:	/s/ Dr. Andrew Regan
Name:	Dr.<br> Andrew Regan
Title:	Director
MURPHY<br> CANYON ACQUISITION CORP.
By:	/s/ Jack K. Heilbron
Name:	Jack<br> K. Heilbron
Title:	CEO
SHAREHOLDER:
By:
Name:
Title

Exhibit A

Shareholders

Shareholder	Number<br> of Shares	Address<br> for Notices
1.<br> Corvus Capital Limited	1,000	Willow<br> House, Cricket Square<br><br> <br>Grand<br> Cayman, Cayman Islands<br><br> <br>KY1-9010<br><br> <br>Attention:<br> Andrew Regan
2.<br> St. George Street Capital Limited	225	2a/2b<br> Thrales End Business Centre<br><br> <br>Thrales<br> End Lane<br><br> <br>Harpenden,<br> AL5 3NS<br><br> <br>England<br><br> <br>Attention:<br> CEO
3.<br> Algo Holdings, Inc.	445	100<br> W. Cypress Creek Road<br><br> <br>Ste.<br> 640<br><br> <br>Ft.<br> Lauderdale, FL 33309<br><br> <br>United<br> States<br><br> <br>Attention:<br> CEO