Chromocell Therapeutics Corp

Consultant Agreement

On May 10, 2024, the Company entered into a side letter (the “Consultant Agreement Side Letter”) to a Consultant Agreement with Camden Capital LLC (“Camden”), dated January 10, 2023. Pursuant to the Consultant Agreement Side Letter: (a) effective as of February 21, 2024 until the earlier of seven calendar days following the date of a Financing Transaction (as defined in the Consultant Agreement Side Letter) or December 15, 2024, Camden agreed that the Company would not be obligated to pay in cash unpaid fees pursuant to the Consultant Agreement of $131,867.81 (the “Outstanding Liability”); and (b) in order to document the Outstanding Liability, the Company agreed to issue to Camden a promissory note in the principal amount of $131,867.81, effective as of May 10, 2024 (the “Camden Promissory Note”). The Camden Promissory Note matures on December 15, 2024, of if earlier to occur, seven calendar days following the Company’s closing of a public or private offering or other financing or capital-raising transaction of any kind. The principal amount of the Camden Promissory Note accrues interest at a rate of 4.86% per annum.

Any fees due on or after February 21, 2024 under the Consultant Agreement would be paid in cash in accordance with the Consultant Agreement.

Employment Agreement

On May 11, 2024, the Company entered into an employment agreement, effective as of May 1, 2024, with Mr. Knuettel (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Knuettel agreed to serve as the Company’s Chief Executive Officer and President, Chief Financial and Strategy Officer, Treasurer and Secretary, in consideration for an annualized salary of $410,000. The Employment Agreement provides for a signing bonus of $56,666.00. The Employment Agreement contemplates an annual cash bonus, as determined by the Board in its sole discretion and in good faith. The target cash bonus is 50% of Mr. Knuettel’s annualized salary and will be based on achievement of performance goals and objectives determined by the Board. The Board may increase the cash bonus in recognition of performance in excess of the performance objectives. Any cash bonus will be paid if Mr. Knuettel remains employed on the date of payment, which will be no later than March 15 of the year following the year to which the cash bonus relates.

Pursuant to Mr. Knuettel’s employment agreement, in the event he is involuntarily terminated by the Company other than for “Cause” or if he resigns for “Good Reason,” he is entitled to receive (i) six months of salary at the same rate existing immediately prior to his termination, (ii) if and only if the target for the cash bonus has been set, a prorated amount of the cash bonus, as determined in good faith by the Board in its sole discretion, (iii) vesting of all outstanding options with time-based vesting, and (iv) coverage of 18 months of group medical, dental and/or vision benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, if he elects to continue such benefits. “Cause” and “Good Reason” are each defined in the Employment Agreement.

Finally, Mr. Knuettel agreed to certain non-solicitation and non-competition provisions for a period of 12 months following termination and to certain confidentiality obligations. Additional terms and conditions are set forth in the Employment Agreement.

Pursuant to the terms of the Employment Agreement, the parties agreed that Camden would cease to provide services to the Company and the Company would no longer be obligated to make any payment of fees under the Consultant Agreement. Services provided under the Employment Agreement would be considered services under the Consultant Agreement, solely with respect to vesting and for purposes of determining the exercise period under any equity award with respect to any equity grant to Mr. Knuettel or Camden. In addition, Camden will be entitled to payment for services rendered through April 30, 2024, together with the amount evidenced by the Camden Promissory Note.