REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 16th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each of the purchasers signatory thereto (the “Purchase Agreement”).
CHROMOCELL THERAPEUTICS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 1,100,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) to 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 the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”). Such Shares are hereinafter collectively called the “Firm Shares.” The Company has also agreed to grant to the Representative on behalf of the Underwriters an option (the “Option”) to purchase up to an additional 165,000 shares of Common Stock (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Shares included in the Firm Shares and the Optio
ContractChromocell Therapeutics Corp • July 20th, 2023 • Biological products, (no disgnostic substances)
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) A.G.P./ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 16th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 11, 2023, between Chromocell Therapeutics Corporation, a Delaware Corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”).
CHROMOCELL THERAPEUTICS CORPORATION Restricted Stock Unit AgreementRestricted Stock Unit Agreement • April 15th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This Restricted Stock Unit Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form (the “Restricted Stock Unit Schedule”) or is available in electronic form from the record keeper for the Chromocell Therapeutics Corporation 2023 Equity Incentive Plan, as amended and in effect from time to time (the “Plan”), made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Recipient”). This instrument and the Customizing Information are collectively referred to as the “Restricted Stock Unit Agreement.”
CHROMOCELL THERAPEUTICS CORPORATION AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
This Amended and Restated Employment Agreement (the “Agreement”) is made and entered into this 28th day of July, 2023 by and between Chromocell Therapeutics Corporation (“CTC” or the “Company”) and Christian Kopfli, an individual who resides at 44 Gramercy Park North, New York City, NY (“Executive”). Collectively, the Company and Executive may be referred to herein as the “Parties” or each individually as a “Party.”
CHROMOCELL THERAPEUTICS CORPORATION 2023 Equity Incentive Plan Stock Option AgreementStock Option Agreement • April 15th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This Stock Option Agreement and the associated grant award information (the “Customizing Information”), which Customizing Information is provided in written form (the “Stock Option Schedule”) or is available in electronic form from the record keeper for the Chromocell Therapeutics Corporation 2023 Equity Incentive Plan, as amended and in effect from time to time (the “Plan”), made as of the date shown as the “Grant Date” in the Customizing Information (the “Grant Date”) by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the individual identified in the Customizing Information (the “Optionee”). This instrument and the Customizing Information are collectively referred to as the “Option Agreement.”
security agreementSecurity Agreement • September 1st, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This Security Agreement (this “Agreement”), dated as of September 1, 2023, is entered into by Chromocell Therapeutics Corporation, a Delaware corporation (the “Company” or the “Grantor”) in favor of Balmoral Financial Group LLC, a Delaware limited liability company, for itself and as collateral agent (in such capacity and together with any successor and any replacement named in accordance with the Purchase Agreement, the “Collateral Agent”) for the holders (the “Holders” or the “Purchasers”).
CHROMOCELL THERAPEUTICS CORPORATION AMENDED AND RESTATED CONSULTANT AGREEMENTConsultant Agreement • June 30th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
This Amended and Restated Consultant Agreement (the “Agreement”) is dated June 23, 2023, effective as of May 15, 2023 (the “Effective Date”), by and between Chromocell Therapeutics Corporation (“CTC” or the “Company”) and Camden Capital LLC (“Consultant”). Collectively, the Company and Consultant may be referred to herein as the “Parties” or each individually as a “Party.”
UNDERWRITERS’ WARRANT AGREEMENTUnderwriters’ Warrant Agreement • February 22nd, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) A.G.P./ ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESecurities Purchase Agreement • October 25th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This First Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 12, 2023 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and together, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 17, 2023, between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, an “Initial Purchaser” and, including their respective successors and permitted assigns, a “Purchaser”) and Boswell Prayer Ltd., an Ontario business corporation (“Boswell” or “Lead Investor”), or a designee of Lead Investor, as collateral agent for the Purchaser Parties (in such capacity, and together with any successor and replacement named in accordance with this Agreement, the “Collateral Agent”).
Amendment No. 1 to Third Amended and Restated Promissory NoteChromocell Therapeutics Corp • October 16th, 2023 • Biological products, (no disgnostic substances)
Chromocell Therapeutics Corporation, a Delaware corporation (the “Borrower”), and 3i, LP, its successors or assigns (the “Lender”), pursuant to that certain Third Amended and Restated Promissory Note, dated August 13, 2023 (the “Note”), do hereby agree to amend the Note to extend the Maturity Date (as defined in the Note) to October 10, 2023.
Re: Amendment to Underwriting AgreementUnderwriting Agreement • February 22nd, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This letter agreement (this “Letter Agreement”) confirms our recent discussions regarding certain modifications to the Underwriting Agreement.
CONTRIBUTION AGREEMENTContribution Agreement • January 20th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This CONTRIBUTION AGREEMENT (this “Agreement”) is made as of August 10, 2022, effective as of July 12, 2022 (the “Effective Date”) between Chromocell Corporation, a Delaware corporation (“Chromocell Holding” or “Contributor”) and Chromocell Therapeutics Corporation, a Delaware corporation (the “Company” or “Recipient”). Chromocell Holding and the Company are collectively referred to herein as the “Parties.” Defined terms used in this Agreement which are not elsewhere defined are defined in Section E(xii) hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • May 15th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
This Employment Agreement (the “Agreement”), dated May 11, 2024 and effective as of May 1, 2024 (the “Effective Date”), is by and between Chromocell Therapeutics Corporation (the “Company”) and Francis Knuettel II (the “Executive”). Collectively, the Company and Executive may be referred to herein as the “Parties” or each individually as a “Party.”
THIRD AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTEConvertible Note • January 16th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This Third Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of November 13, 2023 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and together, the “Purchasers”).
DEVELOPMENT AND LICENSE AGREEMENT BY AND BETWEEN BENUVIA OPERATIONS, LLC AND CHROMOCELL THERAPEUTICS CORP. DEVELOPMENT AND LICENSE AGREEMENTDevelopment and License Agreement • January 16th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
This Development and License Agreement, made as of December 23, 2023 (the “Effective Date”), is by and between Benuvia Operations, LLC, a Delaware limited liability company, with principal offices located at 3950 N. Mays Street Round Rock, Texas 78665 (“Benuvia”) and Chromocell Therapeutics Corporation, a Delaware corporation, with principal offices located at 685 US-1, North Brunswick Township, NJ 08902 (“Chromocell”). Each of Benuvia and Chromocell may be referred to herein, individually, as a “Party”, and, collectively, as the “Parties”.
Subscription AgreementSubscription Agreement • July 20th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
Form of Securities Purchase AgreementSecurities Purchase Agreement • September 1st, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • New York
THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.
SECOND AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESenior Secured Convertible Note • October 25th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This Second Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of October 24, 2023 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and together, the “Purchasers”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • September 1st, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This Subordination and Intercreditor Agreement (this “Agreement”) dated as of September 1, 2023, by and among Balmoral Financial Group LLC, a Delaware limited liability company, in its capacity as senior lender and collateral agent (“Senior Lender”), the subordinated lenders listed on Schedule 1 hereto (in their roles as lenders, equity holders and otherwise, the “Subordinated Lenders”) and Chromocell Therapeutics Corporation. (the “Company”).
CHANNEL THERAPEUTICS CORPORATION INDEMNIFICATION AGREEMENTIndemnification Agreement • November 19th, 2024 • Channel Therapeutics Corp • Biological products, (no disgnostic substances) • Nevada
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of November 18, 2024 (the “Effective Date”), by and between Channel Therapeutics Corporation, a Nevada corporation (the “Company”), and [●] (the “Indemnitee”).
Agreement and plan of MergerAgreement and Plan of Merger • November 19th, 2024 • Channel Therapeutics Corp • Biological products, (no disgnostic substances) • Nevada
This Agreement and Plan of Merger (“Agreement”), is effective as of November 18, 2024, by and between Chromocell Therapeutics Corporation, a Delaware corporation (“Merging Corporation”), and Channel Therapeutics Corporation, a Nevada corporation and wholly-owned subsidiary of Merging Corporation (the “Surviving Corporation”), pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”) and Chapter 92A.190 of the Nevada Revised Statutes (the “NRS”). Surviving Corporation and Merging Corporation are sometimes referred to herein collectively as the “Constituent Entities”.
CHROMOCELL THERAPEUTICS CORPORATIONLetter Agreement • May 15th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
Reference is made to that certain Amended and Restated Consultant Agreement, dated as of June 23, 2023, but effective as of May 15, 2023 (the “Consultant Agreement”), by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and Camden Capital LLC (“Consultant”). Capitalized terms used but not defined herein shall have the meanings given to them in the Consultant Agreement.
August 2, 2023 Christian KopfliChromocell Therapeutics Corp • September 1st, 2023 • Biological products, (no disgnostic substances)
STOCK RESCISSION AGREEMENTStock Rescission Agreement • February 12th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This STOCK RESCISSION AGREEMENT (this “Agreement”) is made and entered into as of February 10, 2024 (the “Effective Date”), by and between CHROMOCELL THERAPEUTICS CORPORATION (the “Company”) and certain affiliates of A.G.P./Alliance Global Partners who hold shares of common stock, par value $0.0001 (the “Common Stock”) of the Company identified on the signature page hereto (each, an “A.G.P. Affiliate” and collectively, the “A.G.P. Affiliates”).
Amendment No. 1 to Promissory NoteChromocell Therapeutics Corp • January 16th, 2024 • Biological products, (no disgnostic substances)
Chromocell Therapeutics Corporation, a Delaware corporation (the “Borrower”), and Todd Davis, his successors or assigns (the “Lender”), pursuant to that certain Promissory Note, dated December 6, 2022 (the “Note”), do hereby agree to amend the Note to extend the Maturity Date (as defined in the Note) to February 29, 2024.
STOCK ISSUANCE AGREEMENTStock Issuance Agreement • January 16th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This STOCK ISSUANCE AGREEMENT (this “Agreement”) is made as of December 23, 2023 (the “Effective Date”) between Chromocell Therapeutics Corporation, a Delaware corporation (“Chromocell”) and Benuvia Operations, LLC, a Delaware limited liability company (“Benuvia”). Chromocell and Benuvia are collectively referred to herein as the “Parties.”
CHROMOCELL THERAPEUTICS CORPORATIONSecurities Purchase Agreement • January 16th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
Reference is made to that certain Securities Purchase Agreement, dated as of October 11, 2023 (the “Securities Purchase Agreement”) between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and Dominion Capital LLC, a Connecticut limited liability company (the “Purchaser”), attached hereto as Exhibit A. Capitalized terms used but not defined herein shall have the meanings given to them in the Securities Purchase Agreement.
FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESecurities Purchase Agreement • February 12th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This First Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of February 8, 2024 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and Zach Hirsch (the “Purchaser”).
FOURTH AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTEConvertible Note • February 12th, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This Fourth Amendment to Senior Secured Convertible Note (this “Amendment”) dated as of February 8, 2024 (the “Effective Date”) is entered into by and between Chromocell Therapeutics Corporation, a Delaware corporation (the “Company”), and DB Investor Group LLC (the “Purchaser”).
