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 27th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
Contract Type FiledAugust 27th, 2021 Company Industry JurisdictionThe 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:
WARRANT AGENT AGREEMENTWarrant Agent Agreement • August 27th, 2021 • Pasithea Therapeutics Corp. • Pharmaceutical preparations • New York
Contract Type FiledAugust 27th, 2021 Company Industry JurisdictionWARRANT 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”).