UNDERWRITING AGREEMENT between PASITHEA THERAPEUTICS CORP. and EF HUTTON, DIVISION OF BENCHMARK INVESTMENTS, LLC AS REPRESENTATIVE OF THE SEVERAL UNDERWRITERS PASITHEA THERAPEUTICS CORP.Underwriting Agreement • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
The undersigned, Pasithea Therapeutics Corp., a corporation formed under the laws of the State of Delaware (collectively with its Subsidiaries (as hereinafter defined) and Affiliates (as hereinafter defined), the “Company”), hereby confirms its agreement (this “Agreement”) with EF Hutton, division of Benchmark Investments, LLC, (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [●], 2021 by and between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and [●] (the “Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of [ ], 2021 (the “Issuance Date”) between Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), and VStock Transfer, LLC (the “Warrant Agent”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, EF Hutton, division of Benchmark Investments, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [ ], 20213 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(f)(2)(G)(i), prior to at 5:00 p.m. (New York time) on the date (such date, the “Termination Date”) that is five (5) years following the effective date of the offering, but not thereafter, to subscribe for and purchase from Pasithea Therapeutics Corp., a Delaware corporation (the “Company”), up to [ ] shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
COLLABORATION AGREEMENTCollaboration Agreement • August 6th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • England and Wales
