Exhibit 10.1

SECOND AMENDMENT TO THE CHROMOCELL THERAPEUTICS CORPORATION

2023 EQUITY INCENTIVE PLAN

As adopted by resolution of the

Board of Directors effective as of June 12, 2024

1.            Section 3 of the Chromocell Therapeutics Corporation 2023 Equity Incentive Plan (the “2023 Plan”) is amended by deleting the number “4,000,000” and inserting therefor “1,944,444”.

2.            Except as hereinabove amended, the provisions of the 2023 Plan shall remain in full force and effect.