0001213900-24-013781 Sample Contracts

FORM OF SHARE TRANSFER AGREEMENT

Form of Share Transfer Agreement • February 14th, 2024 • Nocturne Acquisition Corp • Electromedical & electrotherapeutic apparatus • New York

• Contract Type
  Form of Share Transfer Agreement
• Filed
  February 14th, 2024
• Company
  Nocturne Acquisition Corp
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  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”).

FORM OF AMENDED AND RESTATED SPONSOR FORFEITURE AGREEMENT

Sponsor Forfeiture Agreement • February 14th, 2024 • Nocturne Acquisition Corp • Electromedical & electrotherapeutic apparatus • New York

• Contract Type
  Sponsor Forfeiture Agreement
• Filed
  February 14th, 2024
• Company
  Nocturne Acquisition Corp
• Industry
  Electromedical & electrotherapeutic apparatus
• Jurisdiction
  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.