March 24, 2021 Thomas A. Fitzgerald

Exhibit 10.12

 

March 24, 2021

Xxxxxx X. Xxxxxxxxxx

00 Xxxxxxxx Xxxx

Xxxxx, XX 00000

Dear Xxx,

On the date of this letter agreement, you and TransCode Therapeutics, Inc. (the “Company”) entered into an Employment Agreement. This letter is to confirm our mutual understanding that these agreements become effective upon the Company’s receipt of gross proceeds of $5 million or more from issuances of equity or convertible debt or from partnering arrangements.

Please sign in the space provided below signifying your understanding of and accord with the effectiveness of the Employment Agreement as set forth in the prior paragraph, then return one signed original of this letter agreement to the Company. You should retain a copy of this letter agreement as executed with your copy of your Employment Agreement.

Should you have any questions, please contact me.

Sincerely,

/s/ R. Xxxxxxx Xxxxxx

R. Xxxxxxx Xxxxxx

CEO

Read and accepted:	/s/ Xxxxxx X. Xxxxxxxxxx	Date:	March 24 ,2021
	Xxxxxx X. Xxxxxxxxxx

TRANSCODE THERAPEUT I C S , I N C . • 6 L I B E R T Y S Q U A R E # 2 3 8 2 • X X X X X X , XX 00000