REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 5th, 2021 • Nocturne Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 30, 2021, is made and entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Nocturne Sponsor LLC, a Delaware limited liability company (the “Sponsor” and together with any other parties listed on the signature pages hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, being referred to herein as a “Holder” and collectively as the “Holders”).
10,000,000 Units Nocturne Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • April 5th, 2021 • Nocturne Acquisition Corp • Blank checks • New York
Nocturne Acquisition Corporation 7244 Carrizo Drive La Jolla, CA 92037Securities Subscription Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Nocturne Sponsor, LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 2,875,000 ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 375,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to issue the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 5th, 2021 • Nocturne Acquisition Corp • Blank checks • New York
RIGHTS AGREEMENTRights Agreement • April 5th, 2021 • Nocturne Acquisition Corp • Blank checks
This Rights Agreement (this “Agreement”) is made as of March 30, 2021 between Nocturne Acquisition Corporation, a Cayman Islands exempted company with number 367466, with offices at 7244 Carrizo Drive, La Jolla, CA 92037 (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • April 5th, 2021 • Nocturne Acquisition Corp • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 30th day of March, 2021, by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), having its principal place of business 7244 Carrizo Drive, La Jolla, CA 92037, and Nocturne Sponsor LLC (the “Purchaser”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 15, 2020 between the Company and Indemnitee pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
La Jolla, CA 92037 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 26th, 2021 • Nocturne Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration state
La Jolla, CA 92037 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 5th, 2021 • Nocturne Acquisition Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Nocturne Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Chardan Capital Markets, LLC (the “Representative”), as the representative of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 11,500,000 of the Company’s units (including up to 1,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right (the “Right”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration state
FORM OF SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 14th, 2024 • Nocturne Acquisition Corp • Electromedical & electrotherapeutic apparatus • New York
This Share Transfer Agreement (this “Agreement”) is dated as of February [●], 2024, by and among (i) the stockholders of Cognos Therapeutics, Inc., a Delaware corporation (“Cognos”), listed on Schedule A annexed hereto (the “Participating Stockholders”) and (ii) Helena Partners Inc., a Cayman Islands company (“Helena”).
Nocturne Acquisition CorporationOffice Space and Administrative Services Agreement • April 5th, 2021 • Nocturne Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Nocturne Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nocturne Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 7244 Carizzo Drive, La Jolla, CA 92037. In exchange therefore, the Company shall pay Nocturne Sponsor LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • January 9th, 2023 • Nocturne Acquisition Corp • Blank checks
Reference is made to that certain Agreement and Plan of Merger and Reorganization dated as of the date hereof (as amended from time to time in accordance with its terms, the “Merger Agreement”), dated as of the date hereof, by and among Nocturne Acquisition Corporation, a Cayman Islands exempted company listed on the Nasdaq Stock Market (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement)) (“Nocturne”), Nocturne Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nocturne, and Cognos Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein, but not defined herein, shall have the meanings ascribed to them in the Merger Agreement.
FORM OF AMENDED AND RESTATED SPONSOR FORFEITURE AGREEMENTSponsor Forfeiture Agreement • February 14th, 2024 • Nocturne Acquisition Corp • Electromedical & electrotherapeutic apparatus • New York
This amended and restated letter agreement (the “A&R Letter Agreement”) amends, restates, supersedes and replaces in its entirety the Original Letter Agreement. Any reference to the Original Letter Agreement in the Merger Agreement or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereafter mean this A&R Letter Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONMerger Agreement • January 4th, 2023 • Nocturne Acquisition Corp • Blank checks • New York
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of December 30, 2022, by and among (i) Nocturne Acquisition Corporation, a Cayman Islands exempted company listed on the Nasdaq Stock Market (which shall transfer by way of continuation to and domesticate as a Delaware corporation prior to the Closing (as defined below), “Nocturne”), (ii) Cognos Therapeutics, Inc., a corporation incorporated in the State of Delaware (the “Company”), and (iii) Nocturne Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nocturne (“Merger Sub”). Each of Nocturne, the Company, and Merger Sub is also referred to herein as a “Party” and, collectively, as the “Parties.”
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • January 9th, 2023 • Nocturne Acquisition Corp • Blank checks • New York
This STOCKHOLDER SUPPORT AGREEMENT (this “Agreement”) is dated as of December 30, 2022, by and among Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Nocturne”), the Persons set forth on Schedule I hereto (each, a “Stockholder” and, collectively, the “Stockholders”), and Cognos Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER AND REORGANIZATIONAgreement and Plan of Merger and Reorganization • October 5th, 2023 • Nocturne Acquisition Corp • Electromedical & electrotherapeutic apparatus
This First Amendment to Agreement and Plan of Merger and Reorganization (this “Amendment”) is made and entered into as of September 29, 2023, by and among (i) Nocturne Acquisition Corporation, a Cayman Islands exempted company (“Nocturne”), (ii) Cognos Therapeutics, Inc., a Delaware corporation (the “Company”), and (iii) Nocturne Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nocturne (“Merger Sub”). Each of Nocturne, the Company, and Merger Sub is also referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement (as defined below).
Nocturne Acquisition CorporationOffice Space and Administrative Services Agreement • February 23rd, 2021 • Nocturne Acquisition Corp • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Nocturne Acquisition Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Nocturne Sponsor LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, at 7244 Carizzo Drive, La Jolla, CA 92037. In exchange therefore, the Company shall pay Nocturne Sponsor LLC $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date.
