Exhibit 10.1


 


PLACEMENT
AGENCY AGREEMENT


 


November
24, 2021


 


Pasithea
Therapeutics Corp.


1111
Lincoln Road, Suite 500


Miami
Beach, Florida 33139


 


Dear
Mr. Marques:


 


This
agreement (the “Agreement”) constitutes the agreement between EF Hutton, division of Benchmark Investments, LLC (“EF
Hutton” or the “Placement Agent”) and Pasithea Therapeutics Corp., a Delaware corporation (the “Company”),
pursuant to which the Placement Agent shall serve as the placement agent for the Company, on a “reasonable best efforts”
basis, in connection with the proposed placement (the “Placement”) of common stock (the “Shares”)
of the Company, par value $0.0001 per share (“Common Stock”) and warrants to purchase shares of Common Stock (the
“Warrants”, collectively with the Common Stock, the “Securities”). The Securities shall be offered
and sold pursuant to Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder. The terms of the Placement shall
be mutually agreed upon by the Company and the purchasers (each, a “Purchaser” and collectively, the “Purchasers”)
and nothing herein constitutes that the Placement Agent would have the power or authority to bind the Company or any Purchaser or an
obligation for the Company to issue any Securities or complete the Placement. This Agreement and the documents executed and delivered
by the Company and the Purchasers in connection with the Placement, including, but not limited to, the Purchase Agreement (as defined
below) shall be collectively referred to herein as the “Transaction Documents.” The date of the closing of the Placement
shall be referred to herein as the “Closing Date.” The Company expressly acknowledges and agrees that the Placement
Agent’s obligations hereunder are on a reasonable best efforts basis only and that the execution of this Agreement does not constitute
a commitment by the Placement Agent to purchase the Securities and does not ensure the successful placement of the Securities or any
portion thereof or the success of the Placement Agent’s with respect to securing any other financing on behalf of the Company.
Following the prior written consent of the Company, the Placement Agent may retain other brokers or dealers to act as sub-agents or selected-dealers
on its behalf in connection with the Placement. The sale of the Securities to any Purchaser will be evidenced by a securities purchase
agreement (the “Purchase Agreement”) between the Company and such Purchaser in a form reasonably acceptable to the
Company and the Placement Agent. Capitalized terms that are not otherwise defined herein have the meanings given to such terms in the
Purchase Agreement. Prior to the signing of any Purchase Agreement, officers of the Company will be available to answer inquiries from
prospective Purchasers.


 


SECTION
1.REPRESENTATIONS AND WARRANTIES OF THE COMPANY; COVENANTS OF THE COMPANY.


 


A. Representations
of the Company. Each of the representations and warranties (together with any related disclosure schedules thereto) and covenants
made by the Company to the Purchasers in the Purchase Agreement in connection with the Placement is hereby incorporated herein by reference
into this Agreement (as though fully restated herein) and is, as of the date of this Agreement and as of the Closing Date, hereby made
to, and in favor of, the Placement Agent.


 


B. Covenants
of the Company. The Company covenants that it will:


 


		a.	Deliver
                                            without charge to the Placement Agent such number of copies of the Transaction Documents
                                            and any supplement or amendment thereto as may reasonably be requested by the Placement Agent.



 






      


     


    

 


		b.	Notify
                                            the Placement Agent promptly of rejection of any subscription. The Company shall not (i)
                                            accept subscriptions from, or make sales of Securities to, any subscribers who are not, to
                                            the Company's knowledge, accredited investors, or (ii) unreasonably reject any subscription
                                            for Securities.



 


		c.	Deliver
                                            true and correct copies of all Blue Sky Filings and the Form D, as filed with the Commission,
                                            to the Placement Agent within fifteen (15) days of the final Closing Date.



 


SECTION
2. REPRESENTATIONS OF THE PLACEMENT AGENT. The Placement Agent represents and warrants
that it (i) is a member in good standing of FINRA, (ii) is registered as a broker/dealer under the Exchange Act, (iii) is licensed as
a broker/dealer under the laws of the States applicable to the offers and sales of the Securities by such Placement Agent, (iv) is and
will be a body corporate validly existing under the laws of its place of incorporation, and (v) has full power and authority to enter
into and perform its obligations under this Agreement. The Placement Agent will immediately notify the Company in writing of any change
in its status as such. The Placement Agent covenants that it will use its reasonable best efforts to conduct the Placement hereunder
in compliance with the provisions of this Agreement and the requirements of applicable law.  


 


SECTION
3.  COMPENSATION. In consideration of the services to be provided for hereunder,
the Company shall pay to the Placement Agent or its respective designees the following compensation with respect to the Securities which
it is are placing:


 


A. A
cash fee (the “Cash Fee”) equal to an aggregate of nine percent (9%) of the aggregate gross proceeds raised in the
Placement. The Cash Fee shall be paid at the closing of the Placement (the “Closing”).


 


B. Subject
to compliance with FINRA Rule 5110(f)(2)(D), the Company also agrees to reimburse the Placement Agent for all travel and other out-of-pocket
expenses, including the reasonable fees, costs and disbursements of its legal counsel, in an amount not to exceed an aggregate of $70,000.
The Company will reimburse Placement Agent directly out of the Closing of the Placement. In the event this Agreement shall terminate
prior to the consummation of the Placement, the Placement Agent shall be entitled to reimbursement for actual expenses; provided, however,
such expenses shall not exceed $70,000. Additionally, one percent (1.0%) of the gross proceeds of the Offering shall be provided to EF
Hutton for non-accountable expenses.


 


C. The
Placement Agent reserves the right to reduce any item of its compensation or adjust the terms thereof as specified herein in the event
that a determination shall be made by FINRA to the effect that such Placement Agent’s aggregate compensation is in excess of FINRA
rules or that the terms thereof require adjustment.


 


SECTION
4. INDEMNIFICATION. The Company agrees to the indemnification and other agreements
set forth in the Indemnification Provisions (the “Indemnification”) attached hereto as Addendum A, the provisions
of which are incorporated herein by reference and shall survive the termination or expiration of this Agreement.


 






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SECTION
5. ENGAGEMENT TERM. The Placement Agent’s engagement hereunder shall be until
the earlier of (i) the final closing date of the Placement and (ii) the date a party terminates the engagement according to the terms
of the next sentence (such date, the “Termination Date” and the period of time during which this Agreement remains
in effect is referred to herein as the “Term”). The engagement may be terminated at any time by either party upon
ten (10) days written notice to the other party, effective upon receipt of written notice to that effect by the other party. If the Company
elects to terminate this Agreement for any reason even though the Placement Agent was prepared to proceed with the Placement reasonably
within the intent of this Agreement, and if within six (6) months following such termination, the Company completes any financing of
equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any
options, warrants or other convertible securities) with any of the investors contacted by the Placement Agent, which list of investors
is provided to the Company, during the term of this Agreement, then the Company will pay the Placement Agent upon the closing of such
financing the compensation set forth in Section 3 herein as to such specific investors. Notwithstanding anything to the contrary contained
herein, the provisions concerning the Company’s obligation to pay any fees actually earned pursuant to Section 3 hereof and the
provisions concerning confidentiality, indemnification and contribution contained herein and the Company’s obligations contained
in the Indemnification Provisions will survive any expiration or termination of this Agreement. If this Agreement is terminated prior
to the completion of the Placement, all fees due to the Placement Agent shall be paid by the Company to the Placement Agent on or before
the Termination Date (in the event such fees are earned or owed as of the Termination Date), subject to the limits set forth in Section
3.B. The Placement Agent agrees not to use any confidential information concerning the Company provided to the Placement Agent by the
Company for any purposes other than those contemplated under this Agreement.


 


SECTION
6. PLACEMENT AGENT INFORMATION. The Company agrees that any information or advice rendered
by the Placement Agent in connection with this engagement is for the confidential use of the Company only in their evaluation of the
Placement and, except as otherwise required by law, the Company will not disclose or otherwise refer to the advice or information in
any manner without the Placement Agent’s prior written consent.


 


SECTION
7. NO FIDUCIARY RELATIONSHIP. This Agreement does not create, and shall not be construed
as creating rights enforceable by any person or entity not a party hereto, except those entitled hereto by virtue of the Indemnification
Provisions hereof. The Company acknowledges and agrees that the Placement Agent is not and shall not be construed as a fiduciary of the
Company and shall have no duties or liabilities to the equity holders or the creditors of the Company or any other person by virtue of
this Agreement or the retention of the Placement Agent hereunder, all of which are hereby expressly waived.


 


SECTION
8. CLOSING. The obligations of the Placement Agent, and the closing of the sale of
the Securities hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties on the
part of the Company and its Subsidiaries contained herein and in the Purchase Agreement, to the accuracy of the statements of the Company
and its Subsidiaries made in any certificates pursuant to the provisions hereof, to the performance by the Company and its Subsidiaries
of their obligations hereunder, and to each of the following additional terms and conditions, except as otherwise disclosed to and acknowledged
and waived by the Placement Agent:


 


A. Any
filings required to be made by the Company in connection with the Placement shall have been timely filed with the Commission.


 


B. The
Placement Agent shall not have been advised by the Company or shall have discovered and disclosed to the Company on or prior to the Closing
Date that the SEC Report contain an untrue statement of a fact which, in the opinion of counsel for the Placement Agent, is material
or omits to state any fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to
make the statements therein not misleading.


 






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C. All
corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement,
the Securities and all other legal matters relating to this Agreement and the transactions contemplated hereby shall be reasonably satisfactory
in all material respects to counsel for the Placement Agent, and the Company shall have furnished to such counsel all documents and information
that they may reasonably request to enable them to pass upon such matters.


 


D. On
the Closing Date, Placement Agent shall have received, addressed to the Placement Agent and the Purchasers and dated as of the date of
such Closing: the signed opinion (addressed to the Placement Agent) of McDermott Will & Emery LLP, counsel for the Company.


 


E. [Intentionally
Omitted].


 


F. On
the Closing Date, the Placement Agent shall have received a certificate of the Chief Executive Officer of the Company, dated as of the
date of such Closing, to the effect that, as of the date of this Agreement and as of the applicable date, the representations and warranties
of the Company contained herein and in the Purchase Agreement were and are accurate in all material respects, except for such changes
as are contemplated by this Agreement and except as to representations and warranties that were expressly limited to a state of facts
existing at a time prior to the applicable Closing Date, and that, as of the applicable date, the obligations to be performed by the
Company hereunder on or prior thereto have been fully performed in all material respects.


 


G. On
the Closing Date, the Placement Agent shall have received a certificate of the Secretary of the Company, dated, as applicable, as of
the date of such Closing, certifying to the organizational documents, good standing in the state of incorporation of the Company and
board resolutions relating to the Placement of the Securities from the Company.


 


H. Neither
the Company nor any of its Subsidiaries (i) shall have sustained since the date of the latest audited financial statements as set forth
in the SEC Report, any loss or interference with its business from fire, explosion, flood, terrorist act or other calamity, whether or
not covered by insurance, or from any labor dispute or court or governmental action, order or decree, (ii) since such date there shall
not have been any change in the capital stock or long-term debt of the Company or any of its Subsidiaries or any change, or any development
involving a prospective change, in or affecting the business, general affairs, management, financial position, stockholders' equity,
results of operations or prospects of the Company and its Subsidiaries, and (iii) since such date there shall not have been any inquiries
by the Commission, FINRA or any other regulatory body, the effect of which, in any such case described in clause (i), (ii) or (iii),
is, in the judgment of the Placement Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale
or delivery of the Securities on the terms and in the manner contemplated by the Purchase Agreement.


 


I. The
Common Stock is registered under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized
for trading on the Trading Market or other applicable U.S. national exchange and satisfactory evidence of such action shall have been
provided to the Placement Agent. The Company shall have taken no action designed to, or likely to have the effect of terminating the
registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market
or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission or the Trading
Market or other U.S. applicable national exchange is contemplating terminating such registration or listing.


 


J. No
action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental
agency or body which would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect
or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other
nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the
issuance or sale of the Securities or materially and adversely affect or potentially and adversely affect the business or operations
of the Company.


 






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K. The
Company shall have prepared and filed with the Commission a Current Report on Form 8-K with respect to the Placement, including as an
exhibit thereto this Agreement.


 


L. The
Company shall have entered into a Purchase Agreement with each of the Purchasers and such agreements shall be in full force and effect
and shall contain representations, warranties and covenants of the Company as agreed between the Company and the Purchasers.


 


M. FINRA
shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement.


 


N. Prior
to the Closing Date, the Company shall have furnished to the Placement Agent such further information, certificates and documents as
the Placement Agent may reasonably request.


 


If
any of the conditions specified in this Section 8 shall not have been fulfilled when and as required by this Agreement, or if any of
the certificates, opinions, written statements or letters furnished to the Placement Agent or to Placement Agent’s counsel pursuant
to this Section 8 shall not be reasonably satisfactory in form and substance to the Placement Agent and to Placement Agent’s counsel,
all obligations of the Placement Agent hereunder may be cancelled by the Placement Agent at, or at any time prior to, the consummation
of the Closing. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed
promptly thereafter in writing.


 


SECTION
9.Intentionally deleted.


 


SECTION
10. GOVERNING LAW. This Agreement will be governed by, and construed in accordance with, the
laws of the State of New York applicable to agreements made and to be performed entirely in such State. This Agreement may not be assigned
by either party without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and permitted assigns. Any right to trial by jury with respect to any dispute arising
under this Agreement or any transaction or conduct in connection herewith is waived. Any dispute arising under this Agreement may be
brought into the courts of the State of New York or into the Federal Court located in New York, New York and, by execution and delivery
of this Agreement, the Company hereby accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction
of aforesaid courts. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in
any such suit, action or proceeding by delivering a copy thereof via overnight delivery (with evidence of delivery) to such party at
the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law. If either party shall commence an action or proceeding to enforce any provisions of a Transaction Document, then the
prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney's fees and other costs and expenses
incurred with the investigation, preparation and prosecution of such action or proceeding.


  


SECTION
11. ENTIRE AGREEMENT/MISC. This Agreement (including the attached Indemnification Provisions)
embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating
to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination
will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect.
This Agreement may not be amended or otherwise modified or waived except by an instrument in writing signed by both Placement Agent and
the Company. The representations, warranties, agreements and covenants contained herein shall survive the closing of the Placement and
delivery of the Securities. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party,
it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or a .pdf format file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature
is executed) with the same force and effect as if such facsimile or .pdf signature page were an original thereof.


 






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SECTION
12.CONFIDENTIALITY. The Placement Agent (i) will keep the Confidential Information (as such term is defined below) confidential
and will not (except as required by applicable law or stock exchange requirement, regulation or legal process (“Legal Requirement”)),
without the Company’s prior written consent, disclose to any person any Confidential Information, and (ii) will not use any Confidential
Information other than in connection with the Placement. The Placement Agent further agrees to disclose the Confidential Information
only to its Representatives (as such term is defined below) who need to know the Confidential Information for the purpose of the Placement,
and who are informed by the Placement Agent of the confidential nature of the Confidential Information. The term “Confidential
Information” shall mean, all confidential, proprietary and non-public information (whether written, oral or electronic communications)
furnished by the Company to the Placement Agent or its Representatives in connection with the Placement Agent’s evaluation of the
Placement. The term “Confidential Information” will not, however, include information which (i) is or becomes publicly
available other than as a result of a disclosure by the Placement Agent or its Representatives in violation of this Agreement, (ii) is
or becomes available to the Placement Agent or any of its Representatives on a non-confidential basis from a third-party, (iii) is known
to the Placement Agent or any of its Representatives prior to disclosure by the Company or any of its Representatives, or (iv) is or
has been independently developed by the Placement Agent and/or the Representatives without use of any Confidential Information furnished
to it by the Company. The term “Representatives” shall mean the Placement Agent’s directors, board committees, officers,
employees, financial advisors, attorneys and accountants. This provision shall be in full force until the earlier of (a) the date that
the Confidential Information ceases to be confidential and (b) two (2) years from the date hereof. Notwithstanding any of the foregoing,
in the event that the Placement Agent or any of its Representatives are required by Legal Requirement to disclose any of the Confidential
Information, the Placement Agent and its Representatives will furnish only that portion of the Confidential Information which the Placement
Agent or its Representative, as applicable, is required to disclose by Legal Requirement as advised by counsel, and will use reasonable
efforts to obtain reliable assurance that confidential treatment will be accorded the Confidential Information so disclosed.


 


SECTION
13. NOTICES. Any and all notices or other communications or deliveries required or permitted
to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission,
if such notice or communication is sent to the email address specified on the signature pages attached hereto prior to 6:30 p.m. (New
York City time) on a business day, (b) the next business day after the date of transmission, if such notice or communication is sent
to the email address on the signature pages attached hereto on a day that is not a business day or later than 6:30 p.m. (New York City
time) on any business day, (c) the third (3rd) business day following the date of mailing, if sent by U.S. internationally
recognized air courier service, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for
such notices and communications shall be as set forth on the signature pages hereto.


 


SECTION
14.Press Announcements. The Company agrees that the Placement Agent shall,
from and after any Closing, have the right to reference the Placement and the Placement Agent’s role in connection therewith in
the Placement Agent’s marketing materials and on its website and to place advertisements in financial and other newspapers and
journals, in each case at its own expense.


 


SECTION
15. RIGHT OF FIRST REFUSAL. Within the twelve (12) month period following the consummation of the Placement, the Placement
Agent shall have an irrevocable right of first refusal (the “Right of First Refusal”), to act as sole financial advisor,
sole investment banker, sole book-runner, and/or sole placement agent, at the Placement Agent’s sole discretion, for each and every
future public and private equity and debt offering, including all equity linked financings (each, a “Subject Transaction”),
during such period, of the Company, or any successor to or Subsidiary of the Company, on terms and conditions customary to the Placement
Agent for such Subject Transactions. For the avoidance of any doubt, the Company shall not retain, engage or solicit any additional investment
banker, book-runner, financial advisor, underwriter and/or placement agent in a Subject Transaction without the express written consent
of the Placement Agent.


 


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remainder of this page has been intentionally left blank.]





 






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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to EF Hutton the enclosed copy of this Agreement.


 


	 	Very truly yours,
	 	 
	 	ef
    hutton, 

    division
    of Benchmark Investments, LLC

	 	 
	 	By: 	/s/
    Sam Fleishman
	 	 	Name: Sam Fleischman
	 	 	Title: Supervisory Principal
	 	 	 
	 	 	Address for notice:
	 	 
	590
    Madison Avenue, 39th Floor

    New
    York, NY 10022



 


Accepted
and Agreed to as of


the
date first written above:


 


	PASITHEA
    THERAPEUTICS CORP.
	 
	By: 	/s/
    Tiago Reis Marques	 
	 	Name:   	Tiago Reis Marques	 
	 	Title:  	Chief
Executive Officer	 



 


	 	Address for notice:
	 	Pasithea Therapeutics Corp.
	 	1111 Lincoln Road, Suite 500
	 	Miami, Florida 33139



 


[Signature
Page to Placement Agency Agreement Between 


Pasithea
Therapeutics Corp. and EF Hutton]





 






     


     


    

 


ADDENDUM
A


INDEMNIFICATION
PROVISIONS


 


In
connection with the engagement of EF Hutton, a division of Benchmark Investments, Inc. (the “Lead Manager”) by Pasithea
Therapeutics Corp., a Delaware corporation (the “Company”) pursuant to a placement agency agreement dated as of the date
hereof, between the Company and the Lead Manager, as it may be amended from time to time in writing (the “Agreement”), the
Company hereby agrees as follows:


 


1. To
the extent permitted by law, the Company will indemnify the Lead Manager and its affiliates, directors, officers, employees and controlling
persons (within the meaning of Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of
1934) against all losses, claims, damages, expenses and liabilities, as the same are incurred (including the reasonable fees and expenses
of counsel), relating to or arising out of its activities hereunder or pursuant to the Agreement, except, with regard to the Lead Manager,
to the extent that any losses, claims, damages, expenses or liabilities (or actions in respect thereof) are found in a final judgment
(not subject to appeal) by a court of law to have resulted primarily and directly from the Lead Manager’s willful misconduct or
gross negligence in performing the services described herein, as the case may be.


 


2. Promptly
after receipt by the Lead Manager of notice of any claim or the commencement of any action or proceeding with respect to which the Lead
Manager is entitled to indemnity hereunder, the Lead Manager will notify the Company in writing of such claim or of the commencement
of such action or proceeding, and the Company will assume the defense of such action or proceeding and will employ counsel reasonably
satisfactory to the Lead Manager and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Lead
Manager will be entitled to employ counsel separate from counsel for the Company and from any other party in such action if counsel for
the Lead Manager reasonably determines that it would be inappropriate under the applicable rules of professional responsibility for the
same counsel to represent both the Company and the Lead Manager. In such event, the reasonable fees and disbursements of no more than
one such separate counsel will be paid by the Company. The Company will have the exclusive right to settle the claim or proceeding provided
that the Company will not settle any such claim, action or proceeding without the prior written consent of the Lead Manager, which will
not be unreasonably withheld.


 


3. The
Company agrees to notify the Lead Manager promptly of the assertion against it or any other person of any claim or the commencement of
any action or proceeding relating to a transaction contemplated by the Agreement.


 


4. If
for any reason the foregoing indemnity is unavailable to the Lead Manager or insufficient to hold the Lead Manager harmless, then the
Company shall contribute to the amount paid or payable by the Lead Manager, as the case may be, as a result of such losses, claims, damages
or liabilities in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand,
and the Lead Manager on the other, but also the relative fault of the Company on the one hand and the Lead Manager on the other that
resulted in such losses, claims, damages or liabilities, as well as any relevant equitable considerations. The amounts paid or payable
by a party in respect of losses, claims, damages and liabilities referred to above shall be deemed to include any legal or other fees
and expenses incurred in defending any litigation, proceeding or other action or claim. Notwithstanding the provisions hereof, the Lead
Manager’s share of the liability hereunder shall not be in excess of the amount of fees actually received, or to be received, by
the Lead Manager under the Agreement (excluding any amounts received as reimbursement of expenses incurred by the Lead Manager).


 


5. These
Indemnification Provisions shall remain in full force and effect whether or not the transaction contemplated by the Agreement is completed
and shall survive the termination of the Agreement, and shall be in addition to any liability that the Company might otherwise have to
any indemnified party under the Agreement or otherwise.


 


[The
remainder of this page has been intentionally left blank.]





 






     


     


    

 


	 	Very truly yours,
	 	 
	 	ef
    hutton, 

    division
    of Benchmark Investments, LLC

	 	 
	 	By: 	/s/
    Sam Fleishman
	 	 	Name: Sam Fleischman
	 	 	Title: Supervisory Principal
	 	 	 
	 	 	Address for notice:
	 	 
	590
    Madison Avenue, 39th Floor

    New
    York, NY 10022




  


Accepted
and Agreed to as of


the
date first written above:


 


	PASITHEA
    THERAPEUTICS CORP.
	 
	By: 	/s/
    Tiago Reis Marques	 
	 	Name:   	Tiago Reis Marques	 
	 	Title:    	Chief Executive Officer	 


 





	 	Address for notice:
	 	Pasithea Therapeutics Corp.
	 	1111 Lincoln Road, Suite 500
	 	Miami, Florida 33139


 


 


[Signature
Page to Indemnification Provisions


Pursuant
to Placement Agency Agreement


between
Pasithea Therapeutics Corp. and EF Hutton.]