Benitec Biopharma Inc. Sample Contracts

PRE-FUNDED COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC.
Benitec Biopharma Inc. • April 19th, 2024 • Pharmaceutical preparations

THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Benitec Biopharma Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC.
Common Stock Purchase Warrant • August 11th, 2023 • Benitec Biopharma Inc. • Pharmaceutical preparations • New York

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Benitec Biopharma Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right

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BENITEC BIOPHARMA INC. and COMPUTERSHARE TRUST COMPANY, N.A., as Warrant Agent Warrant Agency Agreement Dated as of August 11, 2023
Warrant Agency Agreement • August 11th, 2023 • Benitec Biopharma Inc. • Pharmaceutical preparations • New York

WARRANT AGENCY AGREEMENT, dated as of August 11, 2023 (“Agreement”), between Benitec Biopharma Inc., a corporation organized under the laws of the State of Delaware (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Warrant Agent”).

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17,637,843 SHARES OF COMMON STOCK, 12,171,628 PRE-FUNDED WARRANTS TO PURCHASE 12,171,628 SHARES OF COMMON STOCK AND 29,809,471 SERIES 2 WARRANTS TO PURCHASE 29,809,471 SHARES OF COMMON STOCK OF BENITEC BIOPHARMA INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 16th, 2022 • Benitec Biopharma Inc. • Pharmaceutical preparations • New York

The undersigned, Benitec Biopharma Inc., a company incorporated under the laws of Delaware (collectively with its direct and indirect subsidiaries as applicable to the context used herein, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which JMP Securities LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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417,815 SHARES OF COMMON STOCK, 15,126,226 PRE-FUNDED WARRANTS TO PURCHASE 15,126,226 SHARES OF COMMON STOCK AND 15,544,041 COMMON WARRANTS TO PURCHASE 15,544,041 SHARES OF COMMON STOCK OF BENITEC BIOPHARMA INC. UNDERWRITING AGREEMENT
Underwriting Agreement • August 11th, 2023 • Benitec Biopharma Inc. • Pharmaceutical preparations • New York

The undersigned, Benitec Biopharma Inc., a company incorporated under the laws of Delaware (collectively with its direct and indirect subsidiaries as applicable to the context used herein, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which Citizens JMP Securities, LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

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] Shares of Common Stock and Pre-Funded Warrants to Purchase [ ] Shares of Common Stock Benitec Biopharma Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • October 1st, 2020 • Benitec Biopharma Inc. • Pharmaceutical preparations

Benitec Biopharma Inc. a Delaware corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of (i) [ ] shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”) and (ii) pre-funded warrants to purchase [ ] shares of Common Stock at an exercise price of $0.01 per share (the “Pre-Funded Warrants” and, collectively with the Firm Shares, the “Firm Securities”). The amount and form of the Firm Securities to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional [ ] shares of Common Stock (the “Option Shares” or the “Option Securities”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”; the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants are referred to herein as the “Warrant

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 19th, 2024 • Benitec Biopharma Inc. • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of April [____], 2024, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 19th, 2024 • Benitec Biopharma Inc. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of April 17, 2024, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

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Form of DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 15th, 2020 • Benitec Biopharma Inc. • Delaware

This Director and Officer Indemnification Agreement, dated as of ___________ ___, (this “Agreement”), is made by and between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).

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SERIES 21 COMMON STOCK PURCHASE WARRANT BENITEC BIOPHARMA INC.
Benitec Biopharma Inc. • September 16th, 2022 • Pharmaceutical preparations

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Stockholder Approval Date (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ________2 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Benitec Biopharma Inc., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a

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3,036,366 Shares of Common Stock Benitec Biopharma Inc. AMENDED AND RESTATED UNDERWRITING AGREEMENT
Underwriting Agreement • April 29th, 2021 • Benitec Biopharma Inc. • Pharmaceutical preparations • New York

Benitec Biopharma Inc., a Delaware corporation (the “Company”), proposes to issue and sell to H.C. Wainwright & Co., LLC (the “Underwriter”) an aggregate of 3,036,366 shares (the “Firm Shares”) of the common stock, par value $0.0001 per share, of the Company (“Common Stock”). The amount of the Firm Shares to be purchased by the Underwriter is set forth opposite its name on Schedule I hereto. The Company also proposes to sell to the Underwriter, at the option of the Underwriter, up to an additional 455,454 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its entirety the underwriting agreement, dated as of April 27, 2021, between the Company and the Underwriter.

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BENITEC BIOPHARMA INC. Shares of Common Stock ($0.0001 par value per share) SALES AGREEMENT
Sales Agreement • October 11th, 2024 • Benitec Biopharma Inc. • Pharmaceutical preparations • New York

Benitec Biopharma Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Leerink Partners LLC (the “Agent”), as follows:

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PRIVATE AND CONFIDENTIAL Megan Boston Dear Megan LETTER OF APPOINTMENT
Benitec Biopharma Inc. • August 14th, 2020 • Pharmaceutical preparations • New South Wales

Following recent discussions, this letter (“Agreement”) sets out the terms on which you will fulfill the role of Head of Operations, Australia with Benitec Biopharma Limited (“Company”). Part of the effect of the Agreement is that you will cease to be a non-executive director of the Company while the Agreement is in effect and for that period will be an executive director of the Company. While you are an executive director, you will be paid in accordance with this Agreement and any director’s fee that would have been payable if you were a non-executive director will not apply and will not be paid. Other than in relation to you becoming an executive director and that change to payment terms, the terms of the Agreement will not affect your role as a director.

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VOTING COMMITMENT AGREEMENT
Voting Commitment Agreement • April 19th, 2024 • Benitec Biopharma Inc. • Pharmaceutical preparations

This Voting Commitment Agreement (this “Agreement”) is made and entered into as of April [_], 2024, between Benitec Biopharma Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 13th, 2024 • Benitec Biopharma Inc. • Pharmaceutical preparations

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each Purchaser (the “Purchase Agreement”).

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April [__], 2024 Suvretta Capital Management, LLC
Letter Agreement • April 19th, 2024 • Benitec Biopharma Inc. • Pharmaceutical preparations
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April 22, 2024 Suvretta Capital Management, LLC 540 Madison Ave., 7th Floor New York, NY 10022 Ladies and Gentlemen:
Letter Agreement • May 13th, 2024 • Benitec Biopharma Inc. • Pharmaceutical preparations

This letter agreement is entered into by and among Suvretta Capital Management, LLC (“Suvretta”) and Benitec Biopharma Inc. (“Benitec” or the “Company” and, together with Suvretta, the “Parties”). Concurrently with the execution of this letter agreement, the Parties are entering into that certain Stock Purchase Agreement, dated as of April 17, 2024 by and among Suvretta, Benitec, and the other parties thereto (the “Purchase Agreement”), and that certain Voting Commitment Agreement, dated as of April 22, 2024, by and among Benitec, Suvretta, and the other parties thereto (the “Voting Commitment Agreement,” and together with the Purchase Agreement, the “Agreements”). Prior to entering the Purchase Agreement, Suvretta and its affiliates are the beneficial owners of (i) 15,181,359 common warrants of the Company, exercisable for 5,769,583 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in the amounts and at the exercise prices set forth in Schedule A at

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