REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 2, 2022, is made and entered into by and among Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), Murphy Canyon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
WARRANT AGREEMENTWarrant Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 2, 2022, is by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
MURPHY CANYON ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
MURPHY CANYON ACQUISITION CORP. FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 2, 2022, by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), Wilmington Trust, National Association, a national banking association (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 2nd day of February 2022, by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”), and Murphy Canyon Acquisition Sponsor, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123.
Murphy Canyon Acquisition Corp. San Diego, CA 92123Underwriting Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between Murphy Canyon Acquisition Corp., a Delaware corporation (the “Company”) and A.G.P./Alliance Global Partners, as representative (the “Representative”) of the underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A share of common stock, having a par or nominal value of US $0.0001 per share, of the Company (the “Common Stock”), and three- quarters of one redeemable warrant (“Warrant”). Each Warrant entitles the holder thereof to purchase one share of Common Stock at a price of US $11.50 per share, subject to adjustment. The Units shall be sold in
MURPHY CANYON ACQUISITION CORP.Management Agreement • February 8th, 2022 • Murphy Canyon Acquisition Corp. • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Murphy Canyon Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Murphy Canyon Management Group, Inc., an affiliate of Murphy Canyon Acquisition Sponsor, LLC (which herein shall be referred to as the “Sponsor”), shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 4995 Murphy Canyon Road, Suite 300, San Diego, CA 92123 (or any successor location). In exchange therefore,
