Waiver Agreement to Common Stock Purchase Agreement between Channel Therapeutics Corporation and Tikkun Capital LLC

Contract Categories: Business Finance › Waiver Agreements
Summary

Channel Therapeutics Corporation and Tikkun Capital LLC have agreed to a waiver related to their Common Stock Purchase Agreement dated July 26, 2024. Tikkun Capital LLC waives its right to terminate the agreement under the 'Fundamental Transaction' clause. All other terms of the original agreement remain unchanged unless specifically addressed in this waiver. The waiver is governed by Delaware law and is effective upon execution by both parties.

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EX-2.2 2 g084856_ex2-2.htm EXHIBIT 2.2

Exhibit 2.2

 

Execution Version

 

July [1], 2025

 

WAIVER

 

Reference is made to that certain Common Stock Purchase Agreement, dated as of July 26, 2024 (the “Purchase Agreement”), by and between Channel Therapeutics Corporation (formerly Chromocell Therapeutics Corporation) (“Public Company”) and Tikkun Capital LLC (“Tikkun” and collectively with the Public Company, the “Parties”). Capitalized terms used but not defined herein have the meanings ascribed in the Purchase Agreement.

 

1.Notwithstanding anything to the contrary in the Purchase Agreement, Tikkun hereby waives the Fundamental Transaction termination rights of Section 6.8 of the Purchase Agreement.

 

2.Except as otherwise specifically consented to, waived, agreed to and/or acknowledged hereby, the provisions of the Purchase Agreement shall remain in full force and effect. The specific waivers contained herein, shall not be deemed as a consent to, or waiver of, any other condition or any other provision in the Purchase Agreement.

 

3.This waiver shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the choice of law principles thereof. This waiver may be executed in one or more counterparts (including by facsimile transmissions), all of which shall be considered one and the same instrument.

 

- Signature page follows -

 

 

 

IN WITNESS WHEREOF, the undersigned has caused this waiver to be executed by its authorized signatories as of the date hereof.

 

  Channel Therapeutics Corporation
   
  By: /s/ Francis Knuettel II
     
  Name: Francis Knuettel II
   
  Title: CFO
     
  Tikkun Capital LLC
   
  By: 3i Management LLC, as Manager
   
  By: /s/ Maier J. Tarlow
     
  Name: Maier J. Tarlow
     
  Title: Manager