Exhibit
10.2


 


LOCK-UP
AGREEMENT


 


THIS
LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 8, 2022, by and between (i) Murphy
Canyon Acquisition Corp., a Delaware corporation (the “SPAC”), and (ii) the undersigned (“Holder”).
Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Business Combination Agreement
(as defined below). The SPAC and the Holder may be referred to herein individually as a “Party” and collectively
as the “Parties”.


 


WHEREAS,
on or about the date hereof, the SPAC, Conduit Merger Sub, Inc., a Cayman Islands exempted company and a newly formed, wholly owned,
direct subsidiary of the SPAC (“Merger Sub”) and Conduit Pharmaceuticals Limited, a Cayman Islands exempted
company (the “Company”), entered into that certain Agreement and Plan of Merger (as amended from time to time
in accordance with the terms thereof, the “Business Combination Agreement”), pursuant to which, subject to
the terms and conditions thereof, among other matters, Merger Sub will merge with and into the Company, with the Company continuing as
the surviving entity (the “Merger”), and as a result of which, each Company Ordinary Share issued and outstanding
immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, the
applicable portion of the Closing Payment Shares for each Company Ordinary Share, all upon the terms and subject to the conditions set
forth in the Business Combination Agreement and in accordance with the provisions of applicable Law;


 


WHEREAS,
as of the date hereof, Holder is a Shareholder under the Business Combination Agreement and a holder of the Company Ordinary Shares in
such amounts as set forth underneath Holder’s name on the signature page hereto; and


 


WHEREAS,
pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by Holder thereunder, the Parties
desire to enter into this Agreement, pursuant to which the Closing Payment Shares to be issued to Holder at the Effective Time (all such
securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities
are exchanged or converted, the “Restricted Securities”) shall become subject to limitations on disposition
as set forth herein.


 


NOW,
THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally
bound hereby, the Parties hereby agree as follows:


 




    	 



    	 



    




 


1.
Lock-Up Provisions.


 


(a)
Holder hereby agrees not to, during the period commencing from the Closing and ending on the earlier of (x) one hundred and eighty (180)
days after the date of the Closing, and (y) the date on which the SPAC consummates a liquidation, merger, share exchange or other similar
transaction with an unaffiliated third party that results in all of the SPAC’s shareholders having the right to exchange their
equity holdings in the SPAC for cash, securities or other property (the “Lock-Up Period”): (i) lend, offer,
pledge (except as provided herein below), hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract
to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose
of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at
any time in the future of), directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers
to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose
the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled
by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or
(iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the
Restricted Securities owned by Holder (I) by gift, will or intestate succession upon the death of Holder, (II) to any Permitted Transferee
(defined below), or (III) pursuant to a court order or settlement agreement related to the distribution of assets in connection with
the dissolution of marriage or civil union; provided, however, that in any of cases (I), (II) or (III) it shall be a condition to such
transfer that the transferee executes and delivers to the SPAC, prior to such transfer, a lock-up agreement substantially in the form
of this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: (A) the members of
Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect
to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct
descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (B)
any trust for the direct or indirect benefit of Holder or the immediate family of Holder, (C) if Holder is a trust, to the trustor or
beneficiary of such trust or to the estate of a beneficiary of such trust, (D) if Holder is an entity, as a distribution to limited partners,
shareholders, members of, or owners of similar equity interests in Holder upon the liquidation and dissolution of Holder or (E) to any
affiliate of Holder. Holder further agrees to execute such agreements as may be reasonably requested by the SPAC that are consistent
with the foregoing or that are necessary to give further effect thereto. Notwithstanding the foregoing, a Holder may pledge its Restricted
Securities to a third party during the Lock-up Period, provided that the party to whom the Restricted Securities are pledged acknowledges
and agrees in writing that the Restricted Securities are subject to this Agreement and that such third party shall not be entitled to
enforce its rights and remedies with respect to the Restricted Securities, including, without limitation, the right to vote, sell or
take ownership of such Restricted Securities, until after the Lock-Up Period.


 


(b)
If any Prohibited Transfer is made or attempted contrary to the provisions of this Agreement, such purported Prohibited Transfer shall
be null and void ab initio, and the SPAC shall refuse to recognize any such purported transferee of the Restricted Securities as one
of its equity holders for any purpose, and the SPAC and its transfer agent are (a) hereby authorized to decline to register any transfer
of securities if such transfer would constitute a violation or breach of this Agreement and (b) to imprint on any certificate representing
Restricted Securities a legend describing the restrictions contained herein. In order to enforce this Agreement, the SPAC may impose
stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until
the end of the Lock-Up Period.


 


(c)
During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend
in substantially the following form, in addition to any other applicable legends:


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF [          
], 2022, BY AND BETWEEN THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN,
AS AMENDED. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”


 


(d)
For the avoidance of any doubt, Holder shall retain all of its rights as a shareholder of the SPAC with respect to the Restricted Securities
during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the obligations under this Agreement
and the Business Combination Agreement.


 




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2.
Miscellaneous.


 


(a)
Termination of Business Combination Agreement. This Agreement shall be binding upon Holder on Holder’s execution and delivery
of this Agreement, but this Agreement shall only become effective upon the Closing. Notwithstanding anything to the contrary contained
herein, in the event that the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, this Agreement
shall automatically terminate and become null and void, and the Parties shall not have any rights or obligations hereunder.


 


(b)
Binding Effect; Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of
the Parties hereto and their respective permitted successors and assigns. Except as otherwise provided in this Agreement, this Agreement
and all obligations of the Parties are personal to the Parties and may not be transferred or delegated by the Parties at any time.


 


(c)
Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any Party in connection with the
transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity
that is not a party hereto or thereto or a successor or permitted assign of such a Party.


 


(d)
Governing Law; Jurisdiction. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State
of New York without regard to the conflict of laws principles thereof, provided, however, that to the extent that the laws of the State
of Delaware are required to apply with respect to the Merger or any other actions hereunder, the laws of the State of Delaware shall
so apply, without regard to the conflict of laws principles thereof. All Actions arising out of or relating to this Agreement shall be
heard and determined exclusively in any state or federal court located in New York, New York (or in any appellate court therefrom) (the
“Specified Courts”). Each Party hereby (a) submits to the exclusive jurisdiction of any Specified Court for
the purpose of any Action arising out of or relating to this Agreement brought by any Party and (b) irrevocably waives, and agrees not
to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction
of the above-named courts, that its property is exempt or immune from attachment or execution, that the action is brought in an inconvenient
forum, that the venue of the action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in
or by any Specified Court. Each Party agrees that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to the service of the summons and complaint
and any other process in any other action relating to the transactions contemplated hereby, on behalf of itself, or its property, by
personal delivery of copies of such process to such Party at the applicable address set forth in Section 2(g). Nothing in this
Section 2(d) shall affect the right of any Party to serve legal process in any other manner permitted by Law.


 


(e)
WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (i) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (ii) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
IN THIS SECTION 2(e).


 




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(f)
Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing
or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall
include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural
and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the
generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without
limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import
shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement;
and (iv) the term “or” means “and/or”. The Parties have participated jointly in the negotiation and drafting
of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue
of the authorship of any provision of this Agreement.


 


(g)
Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii)
one Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business Days
after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable Party
at the following addresses (or at such other address for a Party as shall be specified by like notice):


 


	If
    to the SPAC:	with
    a copy (which will not constitute notice) to:
	 	 
	Conduit
    Pharmaceuticals, Inc.	Sichenzia
    Ross Ference, LLP
	 	1185
    Avenue of the Americas, 31st Floor
	4995
    Murphy Canyon Road, Suite 300 	New
    York, NY 10036
	San Diego,
    CA 92123	Attention:
    Darrin Ocasio, Esq.
	Attention:
    Jack K. Heilbron, CEO	Email:
    dmocasio@srf.law
	Email:
    jheilbron@presidiopt.com	 
	 	 
	 	 
	If
                                            to Holder, to:

     

    the
    address set forth below Holder’s name on the signature

    page
    to this Agreement.
	With
                                            a copy to (which shall not constitute notice):

     

    Thompson
    Hine LLP

    335
    Madison Avenue

    12th
    Floor

    New
    York, NY 10017-4611

    Attention:
    Faith Charles, Todd Mason, and Corby Baumann

    Email:
    faith.charles@thompsonhine.com; todd.mason@thompsonhine.com; corby.baumann@thompsonhine.com



 


(h)
Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the SPAC and
Holder. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions
to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further
or continuing waiver of any such term, condition, or provision.


 




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(i)
Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such
provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal
and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or
impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction.
Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute
for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal
and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.


 


(j)
Specific Performance. Holder acknowledges that its obligations under this Agreement are unique, recognizes and affirms that in
the event of a breach of this Agreement by Holder, money damages will be inadequate and the SPAC will have no adequate remedy at law,
and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder
in accordance with their specific terms or were otherwise breached. Accordingly, the SPAC shall be entitled to an injunction or restraining
order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement
to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy
to which such Party may be entitled under this Agreement, at law or in equity.


 


(k)
Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the Parties with respect to
the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the Parties
is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of
the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement
shall limit any of the rights or remedies of the SPAC or any of the obligations of the SPAC under any other agreement between Holder
and the SPAC or any certificate or instrument executed by Holder in favor of the SPAC, and nothing in any other agreement, certificate
or instrument shall limit any of the rights or remedies of the SPAC or any of the obligations of Holder under this Agreement.


 


(l)
Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting
Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.


 


(m)
Counterparts; Facsimile. This Agreement may also be executed and delivered by facsimile signature or by email in portable document
format in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument.


 


{Remainder
of Page Intentionally Left Blank; Signature Pages Follow}


 






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IN WITNESS WHEREOF, the Parties have executed this Lock-Up Agreement as of the date first written above.


 


	 	SPAC:
	 	 	 
	 	MURP
    HY CANYON ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:
    	Jack
    K. Heilbron 
	 	Title:
    	CEO


 


{Additional
Signature on the Following Page}


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the Parties have executed this Lock-Up Agreement as of the date first written above.


 


	Holder:	 
	 	 	 
	Name of Holder:	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


Number
of Company Ordinary Shares Owned:


 


Address
for Notice:


 


{Signature
Page to Lock-Up Agreement}