Exhibit
10.4


 


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
    the Meeting is held, appear at the Meeting or otherwise cause its Shares to be counted as present thereat for the purpose of establishing
    a quorum;
	 	 	 
	 	b.	vote
    (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
    such consent to be granted with respect to), all of its Shares in favor of the Merger Agreement and the transactions contemplated
    thereby;
	 	 	 
	 	c.	authorize
    and approve any amendment to the Company’s Organizational Documents that is deemed necessary or advisable by the Company for
    purposes of effecting the Transactions; and
	 	 	 
	 	d.	vote
    (or execute and return an action by written consent), or cause to be voted at the Meeting (or validly execute and return and cause
    such consent to be granted with respect to), all of its Shares against any other action that would reasonably be expected to (x)
    impede, interfere with, delay, postpone or adversely affect the Merger or any of the Transactions, (y) result in a breach of any
    covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result in
    a breach of any covenant, representation or warranty or other obligation or agreement of such Shareholder contained in this Support
    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
    Shareholder is duly incorporated, organized, validly existing and in good standing (as applicable) under the Laws of the jurisdiction
    of its formation or incorporation (as applicable), and the execution, delivery and performance of this Support Agreement and the
    consummation of the transactions contemplated hereby are within such Shareholder’s organizational powers and have been duly
    authorized by all necessary organizational actions on the part of such Shareholder;


 




    	 



     


    

 


	 	b.	this Support Agreement
    has been duly executed and delivered by such Shareholder and, assuming due authorization, execution and delivery by the other parties
    to this Support Agreement, this Support Agreement constitutes a legally valid and binding obligation of such Shareholder, enforceable
    against such Shareholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar
    Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other
    equitable remedies);
	 	 	 
	 	c.	the execution and delivery
    of this Support Agreement by such Shareholder does not, and the performance by such Shareholder of its obligations hereunder will
    not, (i) conflict with or result in a violation of the organizational documents of such Shareholder, or (ii) require any consent
    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,
    to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by such Shareholder
    of its obligations under this Support Agreement;
	 	 	 
	 	d.	there are no Proceedings
    pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder, before (or, in the
    case of threatened Proceedings, that would be before) any arbitrator or any Governmental Authority, which in any manner challenges
    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
    banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with this Support Agreement
    or any of the respective transactions contemplated hereby, based upon arrangements made by such Shareholder or, to the knowledge
    of such Shareholder, by the Company;
	 	 	 
	 	f.	such Shareholder has not
    entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support
    Agreement;
	 	 	 
	 	g.	such Shareholder has good
    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
    to be voted its Shares; and
	 	 	 
	 	h.	the Shares listed opposite
    such Shareholder’s name on Exhibit A are the only outstanding shares of the Company owned of record or beneficially
    owned by such Shareholder as of the date hereof, and none of its Shares are subject to any proxy, voting trust or other agreement
    or arrangement with respect to the voting of Shares that is inconsistent with such Shareholder’s obligations pursuant to this
    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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SHAREHOLDER
SUPPORT AGREEMENT SIGNATURE PAGE


 


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


 


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


 




    	 



     


    

 


Exhibit
A


Shareholders


 


	Shareholder	 	Number
    of Shares	 	Address
    for Notices
	1.
    Corvus Capital Limited	 	1,000	 	Willow
    House, Cricket Square

    Grand
    Cayman, Cayman Islands

    KY1-9010

    Attention:
    Andrew Regan

	 	 	 	 	 
	2.
    St. George Street Capital Limited	 	225

     
	 	2a/2b
    Thrales End Business Centre

    Thrales
    End Lane

    Harpenden,
    AL5 3NS

    England

    Attention:
    CEO

	 	 	 	 	 
	3.
    Algo Holdings, Inc. 	 	445

     
	 	100
    W. Cypress Creek Road

    Ste.
    640

    Ft.
    Lauderdale, FL 33309

    United
    States

    Attention:
    CEO