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.
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).
