UNDERWRITING AGREEMENT between ACCUSTEM SCIENCES, INC. and THINKEQUITY LLC as Representative of the Several Underwriters ACCUSTEM SCIENCES, INC.Underwriting Agreement • November 17th, 2022 • Accustem Sciences Inc. • Pharmaceutical preparations • New York
The undersigned, Accustem Sciences, Inc., a corporation formed under the laws of the State of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Accustem Sciences, Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity 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:
FIRST AMENDMENTFirst Amendment • November 17th, 2022 • Accustem Sciences Inc. • Pharmaceutical preparations
This FIRST AMENDMENT (“First Amendment”) is dated as of November 9, 2022 (the “First Amendment Effective Date”) by and between, on one side, AccuStem Sciences Inc. (“AccuStem”) having a place of business at 5 Penn Plaza, Floor 19, New York, NY 10001 and, on the other side, Istituto Europeo di Oncologia Srl (“IEO”) having its registered office at Via Filodrammatici 10, 20121 Milan, Italy, IFOM, the AIRC Institute for Molecular Oncology ETS (“IFOM”) having its registered office at Via Adamello, 16-20139 Milano (IT), TTFactor Societa Benefit a r.l. (“TTFactor” or “TTF”) having its registered office at Via Adamello, 16-20139 Milan (Italy), and Università degli Studi di Milano having its registered office at via Festa del Perdono 7,20122 Milan (Italy) (“Università”) (collectively, “Licensors”). AccuStem and Licensors are referred to individually as a “Party” and together as the “Parties”.
