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 • October 16th, 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 Titan Partners Group LLC, a division of American Capital Partners, LLC (“Titan Partners” 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
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”).
FIRST AMENDMENT TO SENIOR SECURED CONVERTIBLE NOTESecurities Purchase Agreement • October 16th, 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”).
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.
