CHROMOCELL THERAPEUTICS CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 22nd, 2024 • 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 1,100,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) to A.G.P./ Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, 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 165,000 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 Optio
UNDERWRITERS’ WARRANT AGREEMENTUnderwriters' Warrant Agreement • February 22nd, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
THE REGISTERED HOLDER OF THIS WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) A.G.P./ ALLIANCE GLOBAL PARTNERS OR AN UNDERWRITER OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF A.G.P./ ALLIANCE GLOBAL PARTNERS OR OF ANY SUCH UNDERWRITER OR SELECTED DEALER.
Re: Amendment to Underwriting AgreementUnderwriting Agreement • February 22nd, 2024 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances)
This letter agreement (this “Letter Agreement”) confirms our recent discussions regarding certain modifications to the Underwriting Agreement.
