FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 1st, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of September 1, 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 Balmoral Financial Group LLC, a Delaware limited liability company (“Balmoral” 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”).
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 UNDERWRITING AGREEMENTUnderwriting Agreement • September 1st, 2023 • 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 [ ] shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) to the several underwriters (such underwriters, for whom Maxim Group LLC (“Maxim” or the “Representative”) is acting as representative, the “Underwriters” and each 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 [ ] 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 Option Shares are hereinafter collectively called the “Public Securities.” The Public Securities and the Representative’s Warrant Shares (as defined below) are collectively referred t
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”).
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.
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”).
August 2, 2023 Christian KopfliContribution Agreement • September 1st, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
