Form of Representative’s Warrant AgreementTranscode Therapeutics, Inc. • July 24th, 2024 • 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
