GENETA SCIENCE S.P.A. AND THE BANK OF NEW YORK MELLONDeposit Agreement • November 9th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT dated as of __________, 2021 among GENETA SCIENCE S.P.A., a company incorporated under the laws of Italy (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
GENENTA SCIENCE S.P.A. American Depositary Shares each representing one ordinary share, no par value per share Controlled Equity OfferingSM Sales AgreementSales Agreement • May 12th, 2023 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
Genenta Science S.p.A., a Republic of Italy joint stock corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
GENENTA SCIENCE S.P.A. 1,608,695 American Depositary Shares Representing 1,608,695 Ordinary Shares (no par value) Underwriting AgreementUnderwriting Agreement • November 24th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
EMPLOYMENT AGREEMENTEmployment Agreement • November 9th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of [●], between [Insert name of Genenta’s US subsidiary] (the “Company”) and Carlo Russo (“Executive,” together with the Company, the “Parties” and, each, a “Party”).
ContractUnderwriting Agreement • November 9th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
[NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES]
GENENTA SCIENCE S.P.A. [●] American Depositary Shares Representing [●] Ordinary Shares ([●] par value) Underwriting AgreementUnderwriting Agreement • October 4th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Amended and Restated License AgreementLicense Agreement • April 21st, 2023 • Genenta Science S.p.A. • Biological products, (no disgnostic substances)
The Amendment and Restated License Agreement (the “ARLA”) attached herewith under the Enclosure is executed on March 23, 2023 (the “ARLA Execution Date”) by and between Ospedale San Raffaele S.r.l., an Italian company having registered office at via Olgettina No. 60, 20132, Milan, Italy, Fiscal Code 07636600962, duly represented for the purposes hereof by its Managing Director, Ing. Marco Centenari (“OSR”), on the one side, and Genenta Science S.p.a., an Italian company having registered office at via Olgettina No. 60, 20132, Milan, Italy, Fiscal Code 08738490963, duly represented for the purposes hereof by its Chief Executive Officer, Mr. Pierluigi Paracchi (“Genenta”), on the other side (OSR and Genenta shall be, collectively but not jointly, defined as the “Parties” and, severally, a “Party”).
GENENTA SCIENCE S.P.A. American Depositary Shares each representing one ordinary share, no par value per share ATM Sales AgreementAtm Sales Agreement • April 26th, 2024 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
Genenta Science S.p.A., a Republic of Italy joint stock corporation (the “Company”), confirms its agreement (this “Agreement”) with Virtu Americas LLC and Capital One Securities, Inc. (each individually an “Agent” and together, the “Agents”), as follows:
Development and Manufacturing Services AgreementDevelopment and Manufacturing Services Agreement • February 1st, 2023 • Genenta Science S.p.A. • Biological products, (no disgnostic substances)
This Development and Manufacturing Services Agreement (the “Agreement”) is made and entered into by AGC and Customer as of the Effective Date, as each capitalized term is defined below.
GENENTA SCIENCE S.P.A. American Depositary Shares each representing one ordinary share, no par value per share AMENDMENT NO. 1 TO ATM SALES AGREEMENTAtm Sales Agreement • December 20th, 2024 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
Open-ended employment contract betweenOpen-Ended Employment Contract • May 19th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances)
Genenta Science S.r.l., Tax Code and VAT No. 08738490963, with registered offices in Milano, Via Olgettina 58 (the “Company”), represented by __ in his capacity as director
ContractUnderwriter Warrant • October 4th, 2021 • Genenta Science S.p.A. • Biological products, (no disgnostic substances) • New York
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
