COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc.Common Stock Purchase Warrant • January 18th, 2024 • Transcode Therapeutics, 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 _____, 20271 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TransCode Therapeutics, 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 18th, 2024 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January __, 2024, between TransCode Therapeutics, 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”).
UNDERWRITING AGREEMENT between TRANSCODE THERAPEUTICS, INC. and THINKEQUITY LLC as Representative of the Several Underwriters TRANSCODE THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • September 25th, 2023 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • New York
The undersigned, TransCode Therapeutics, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc.Security Agreement • February 17th, 2023 • Transcode Therapeutics, Inc. • Pharmaceutical preparations
THIS PLACEMENT AGENT 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 February 16, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TransCode Therapeutics, 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 is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of February 15, 2023.
SERIES [A-1/A-2] COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc.Warrant Agreement • June 6th, 2023 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS SERIES [A-1/A-2] 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 TransCode Therapeutics, 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).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc.Pre-Funded Common Stock Purchase Warrant • January 17th, 2024 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • New York
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 TransCode Therapeutics, 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).
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc.Placement Agent Common Stock Purchase Warrant • January 17th, 2024 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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, 2029 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TransCode Therapeutics, 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 is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of January 2, 2024.
TRANSCODE THERAPEUTICS, INC.Indemnification Agreement • March 24th, 2021 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________________] by and between TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).1
PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT TransCode Therapeutics, Inc.Placement Agent Agreement • December 4th, 2023 • Transcode Therapeutics, Inc. • Pharmaceutical preparations
THIS PLACEMENT AGENT 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 November 30, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from TransCode Therapeutics, 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 is issued pursuant to that certain Engagement Agreement, by and between the Company and H.C. Wainwright & Co., LLC, dated as of November 21, 2023.
TRANSCODE THERAPEUTICS, INC.Director Indemnification Agreement • March 24th, 2021 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of [________] by and between TramsCode Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director] (“Indemnitee”).
Form of Representative’s Warrant AgreementRepresentative’s Warrant Agreement • July 24th, 2024 • Transcode Therapeutics, Inc. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE COMMON STOCK (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 ____, 2025 (the “Initial Exercise Date”) and, in accordance with FINRA Rule 5110(g)(8)(A), prior to at 5:00 p.m. (New York time) on the date that is five (5) years following the Effective Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), up to ______ shares of Common Stock, par value $0.0001 per share, of the Company (the “Warrant Shares”), as subject to adjustment hereunder. 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).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 24th, 2024 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • New York
Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC (“ThinkEquity” or the “Placement Agent”) shall be engaged by TransCode Therapeutics, Inc., a Delaware corporation (the “Company”), to act as the exclusive Placement Agent in connection with the offering (hereinafter referred to as the “Offering”) of up to 10,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and/or pre-funded common stock purchase warrants to purchase one share of Common Stock (the “Pre-Funded Warrants”, and together with the shares of Common Stock underlying the Pre-Funded Warrants, the “Warrant Shares,” and the Shares, the Pre-Funded Warrants, and the Warrant Shares, the “Securities”) directly to various investors (each, an “Investor” and, collectively, the “Investors”). The purchase price to the Investors for each Share is $0.30 (the “Share Offering Price”), the purchase price to the Investors for
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • April 14th, 2023 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • New York
This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as April 13, 2023 (the “Execution Date”), by and between TransCode Therapeutics, Inc., a Delaware corporation, (the “Company”) and White Lion Capital LLC, a Nevada limited liability company (the “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 8th, 2021 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of the date set forth in Schedule A to this Agreement by and between the individual named in Schedule A (the “Employee”) and TransCode Therapeutics, Inc., a Delaware corporation, with its principal office at 6 Liberty Square - #2382, Boston, Massachusetts 02109, (the “Company”). The Agreement becomes effective (the “Effective Date”) upon the earlier to occur of (i) receipt by the Company of at least $5 million in funding resulting from the issuance of equity, debt having an initial maturity of three years or more, or funds from a strategic transaction including but not limited to licensing, partnership, development programs, government contracts or awards, sales of rights, or otherwise, or (ii) execution of an underwriting or other financing agreement involving a transaction for at least $5 million.
The General Hospital Corporation FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT Agreement Number: [**] MGH Case Number: [**]Exclusive License Agreement • February 26th, 2021 • Transcode Therapeutics, Inc. • Pharmaceutical preparations
THIS First Amendment to the license agreement (“First Amendment”) is effective as of October 30, 2020 (“First Amendment Effective Date”), by and between The General Hospital Corporation d/b/a Massachusetts General Hospital, a Not-For-Profit Massachusetts Corporation having a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”) and TransCode Therapeutics, Inc., a Delaware corporation, with its principal place of business located at 6 Liberty Square, #2382, Boston, MA 02109 (“Company”), each referred to herein individually as a “Party” or collectively as the “Parties”.
January 10, 2024Separation Agreement • January 17th, 2024 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
The General Hospital Corporation EXCLUSIVE PATENT LICENSE AGREEMENT MGH Agreement No: [**] MGH Case No: [**]and [**]Exclusive Patent License Agreement • February 26th, 2021 • Transcode Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This License Agreement (“Agreement”) is made as of the 26th day of October, 2018 (“Effective Date”), by and between TransCode Therapeutics, Inc., a Delaware corporation, with its principal place of business located at 1241 Adams Street, Suite 603, Boston, MA 02124 (“Company”) and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit Massachusetts corporation, with a principal place of business at 55 Fruit Street, Boston, Massachusetts 02114 (“Hospital”), each referred to herein individually as a “Party” and collectively as the “Parties”.
March 24, 2021 Thomas A. FitzgeraldEmployment Agreement • April 8th, 2021 • Transcode Therapeutics, Inc. • Pharmaceutical preparations
March 24, 2021Employment Agreement • April 8th, 2021 • Transcode Therapeutics, Inc. • Pharmaceutical preparations
