ContractChromocell Therapeutics Corp • July 20th, 2023 • 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.
security agreementSecurity Agreement • July 20th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This Security Agreement (this “Agreement”), dated as of April 17, 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 20th, 2023 • Chromocell Therapeutics Corp • Biological products, (no disgnostic substances) • Delaware
This Securities Purchase Agreement (this “Agreement”) is dated as of April 17, 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 Boswell Prayer Ltd., an Ontario business corporation (“Boswell” 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”).
Subscription AgreementSubscription Agreement • July 20th, 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.
