Exhibit 10.2


 


TRANSCODE THERAPEUTICS, INC.


 


2021
STOCK OPTION AND INCENTIVE PLAN


 


SECTION 1.
GENERAL PURPOSE OF THE PLAN; DEFINITIONS


 


The name of the plan
is the TransCode Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “Plan”). The purpose of the Plan
is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of TransCode Therapeutics, Inc.
(the “Company”) and its Affiliates upon whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the Company. It is anticipated that providing such persons
with a direct stake in the Company’s welfare will assure a closer identification of their interests with those of the Company
and its stockholders, thereby stimulating their efforts on the Company’s behalf and strengthening their desire to remain
with the Company.


 


The following terms
shall be defined as set forth below:


 


“Act”
means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


“Administrator”
means either the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation
committee and which is comprised of not less than two Non-Employee Directors who are independent.


 


“Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Act. The Board will have the authority to determine the time or times at which “parent” or
 “subsidiary” status is determined within the foregoing definition.


 


“Award”
or “Awards,” except where referring to a particular category of grant under the Plan, shall include Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted
Stock Awards, Cash-Based Awards, and Dividend Equivalent Rights.


 


“Award
Certificate” means a written or electronic document setting forth the terms and provisions applicable to an Award
granted under the Plan. Each Award Certificate is subject to the terms and conditions of the Plan.


 


“Board”
means the Board of Directors of the Company.


 


“Cash-Based
Award” means an Award entitling the recipient to receive a cash-denominated payment.


 


“Code”
means the Internal Revenue Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.


 



     


     


    



 


“Consultant”
means a consultant or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor
and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.




 


“Dividend
Equivalent Right” means an Award entitling the grantee to receive credits based on cash dividends that would have
been paid on the shares of Stock specified in the Dividend Equivalent Right (or other award to which it relates) if such shares
had been issued to and held by the grantee.


 


“Effective
Date” means the date on which the Plan becomes effective as set forth in Section 19.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


“Fair
Market Value” of the Stock on any given date means the fair market value of the Stock determined in good faith
by the Administrator; provided, however, that if the Stock is listed on the National Association of Securities Dealers Automated
Quotation System (“Nasdaq”), Nasdaq Global Market, The New York Stock Exchange or another national securities exchange
or traded on any established market, the determination shall be made by reference to market quotations. If there are no market
quotations for such date, the determination shall be made by reference to the last date preceding such date for which there are
market quotations; provided further, however, that if the date for which Fair Market Value is determined is the Registration Date,
the Fair Market Value shall be the “Price to the Public” (or equivalent) set forth on the cover page for the final
prospectus relating to the Company’s initial public offering.


 


“Incentive
Stock Option” means any Stock Option designated and qualified as an “incentive stock option” as defined
in Section 422 of the Code.


 


“Non-Employee
Director” means a member of the Board who is not also an employee of the Company or any Subsidiary.


 


“Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock Option.


 


“Option”
or “Stock Option” means any option to purchase shares of Stock granted pursuant to Section 5.


 


“Registration
Date” means the date upon which the registration statement on Form S-1 that is filed by the Company with
respect to its initial public offering is declared effective by the Securities and Exchange Commission.


 


“Restricted
Shares” means the shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture
or the Company’s right of repurchase.


 


“Restricted
Stock Award” means an Award of Restricted Shares subject to such restrictions and conditions as the Administrator
may determine at the time of grant.


 



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“Restricted
Stock Units” means an Award of stock units subject to such restrictions and conditions as the Administrator may
determine at the time of grant.





 


“Sale
Event” means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting
power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable)
immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person,
entity or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding
voting power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company
or any successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities
directly from the Company.


 


“Sale Price”
means the value as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per
share of Stock pursuant to a Sale Event.


 


“Section 409A”
means Section 409A of the Code and the regulations and other guidance promulgated thereunder.


 


“Service
Relationship” means any relationship as an employee, director or Consultant of the Company or any Affiliate (e.g.,
a Service Relationship shall be deemed to continue without interruption in the event an individual’s status changes from
full-time employee to part-time employee or Consultant).


 


“Stock”
means the Common Stock, par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.


 


“Stock
Appreciation Right” means an Award entitling the recipient to receive shares of Stock (or cash, to the extent
explicitly provided for in the applicable Award Certificate) having a value equal to the excess of the Fair Market Value of the
Stock on the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock
with respect to which the Stock Appreciation Right shall have been exercised.


 


“Subsidiary”
means any corporation or other entity (other than the Company) in which the Company has at least a 50 percent interest, either
directly or indirectly.


 


“Ten
Percent Owner” means an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of
the Code) more than 10 percent of the combined voting power of all classes of stock of the Company or any parent or subsidiary
corporation.


 


“Unrestricted
Stock Award” means an Award of shares of Stock free of any restrictions.


 


SECTION 2.
ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS


 


(a)            Administration
of Plan. The Plan shall be administered by the Administrator.


 



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(b)            Powers
of Administrator. The Administrator shall have the power and authority to grant Awards consistent with the terms of the Plan,
including the power and authority:





 


(i)            to
select the individuals to whom Awards may from time to time be granted;


 


(ii)           to
determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock Awards, Restricted Stock Units, Unrestricted Stock Awards, Cash-Based Awards, and Dividend Equivalent
Rights, or any combination of the foregoing, granted to any one or more grantees;


 


(iii)          to
determine the number of shares of Stock to be covered by any Award;


 


(iv)          to
determine and modify from time to time the terms and conditions, including restrictions, not inconsistent with the terms of the
Plan, of any Award, which terms and conditions may differ among individual Awards and grantees, and to approve the forms of Award
Certificates;


 


(v)           to
accelerate at any time the exercisability or vesting of all or any portion of any Award;


 


(vi)          subject
to the provisions of Section 5(c), to extend at any time the period in which Stock Options may be exercised; and


 


(vii)         at
any time to adopt, alter and repeal such rules, guidelines and practices for administration of the Plan and for its own acts and
proceedings as it shall deem advisable; to interpret the terms and provisions of the Plan and any Award (including related written
instruments); to make all determinations it deems advisable for the administration of the Plan; to decide all disputes arising
in connection with the Plan; and to otherwise supervise the administration of the Plan.


 


All decisions and interpretations
of the Administrator shall be binding on all persons, including the Company and Plan grantees.


 


(c)            Delegation
of Authority to Grant Awards. Subject to applicable law, the Administrator, in its discretion, may delegate to a committee
consisting of one or more officers of the Company all or part of the Administrator’s authority and duties with respect to
the granting of Awards to individuals who are (i) not subject to the reporting and other provisions of Section 16 of
the Exchange Act and (ii) not members of the delegated committee. Any such delegation by the Administrator shall include a
limitation as to the amount of Stock underlying Awards that may be granted during the period of the delegation and shall contain
guidelines as to the determination of the exercise price and the vesting criteria. The Administrator may revoke or amend the terms
of a delegation at any time but such action shall not invalidate any prior actions of the Administrator’s delegate or delegates
that were consistent with the terms of the Plan.


 


(d)            Award
Certificate. Awards under the Plan shall be evidenced by Award Certificates that set forth the terms, conditions and limitations
for each Award which may include, without limitation, the term of an Award and the provisions applicable in the event employment
or service terminates.


 



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(e)           Indemnification.
Neither the Board nor the Administrator, nor any member of either or any delegate thereof, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection with the Plan, and the members of the Board and
the Administrator (and any delegate thereof) shall be entitled in all cases to indemnification and reimbursement by the Company
in respect of any claim, loss, damage or expense (including, without limitation, reasonable attorneys’ fees) arising or resulting
therefrom to the fullest extent permitted by law and/or under the Company’s articles or bylaws or any directors’ and
officers’ liability insurance coverage which may be in effect from time to time and/or any indemnification agreement between
such individual and the Company.





 


(f)            Foreign
Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws in other countries
in which the Company and its Subsidiaries operate or have employees or other individuals eligible for Awards, the Administrator,
in its sole discretion, shall have the power and authority to: (i) determine which Subsidiaries shall be covered by the Plan;
(ii) determine which individuals outside the United States are eligible to participate in the Plan; (iii) modify the
terms and conditions of any Award granted to individuals outside the United States to comply with applicable foreign laws; (iv) establish
subplans and modify exercise procedures and other terms and procedures, to the extent the Administrator determines such actions
to be necessary or advisable (and such subplans and/or modifications shall be attached to this Plan as appendices); provided, however,
that no such subplans and/or modifications shall increase the share limitations contained in Section 3(a) hereof; and
(v) take any action, before or after an Award is made, that the Administrator determines to be necessary or advisable to obtain
approval or comply with any local governmental regulatory exemptions or approvals. Notwithstanding the foregoing, the Administrator
may not take any actions hereunder, and no Awards shall be granted, that would violate the Exchange Act or any other applicable
United States securities law, the Code, or any other applicable United States governing statute or law.


 


SECTION 3.
STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION


 


(a)            Stock
Issuable. The maximum number of shares of Stock reserved and available for issuance under the Plan shall be 2,500,000 shares
(the “Initial Limit”), subject to adjustment
as provided in this Section 3, plus on January 1, 2022 and each January 1 thereafter, the number of shares of Stock
reserved and available for issuance under the Plan shall be cumulatively increased by the lesser of 5 percent (5%) of the number
of shares of Stock issued and outstanding on the immediately preceding December 31 or such number of shares of Stock as determined
by the Administrator (the “Annual Increase”). Subject to such overall limitation, the maximum aggregate number of shares
of Stock that may be issued in the form of Incentive Stock Options shall not exceed the Initial Limit cumulatively increased on
January 1, 2022 and on each January 1 thereafter by the lesser of the Annual Increase for such year or 2,500,000 shares
of Stock, subject in all cases to adjustment as provided in this Section 3. For purposes of this limitation, the shares of
Stock underlying any awards that are forfeited, canceled, held back upon exercise of an Option or settlement of an Award to cover
the exercise price or tax withholding, reacquired by the Company prior to vesting, satisfied without the issuance of Stock or otherwise
terminated under this Plan or the Company’s 2020 Stock Option and Incentive Plan (other than by exercise) shall be added
back to the shares of Stock available for issuance under the Plan and, to the extent permitted under Section 422 of the Code
and the regulations promulgated thereunder, the shares of Stock that may be issued as Incentive Stock Options. In the event the
Company repurchases shares of Stock on the open market, such shares shall not be added to the shares of Stock available for issuance
under the Plan. The shares available for issuance under the Plan may be authorized but unissued shares of Stock or shares of Stock
reacquired by the Company.


 






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(b)            Changes
in Stock. Subject to Section 3(c) hereof, if, as a result of any reorganization, recapitalization, reclassification,
stock dividend, stock split, reverse stock split or other similar change in the Company’s capital stock, the outstanding
shares of Stock are increased or decreased or are exchanged for a different number or kind of shares or other securities of the
Company, or additional shares or new or different shares or other securities of the Company or other non-cash assets are distributed
with respect to such shares of Stock or other securities, or, if, as a result of any merger or consolidation, sale of all or substantially
all of the assets of the Company, the outstanding shares of Stock are converted into or exchanged for securities of the Company
or any successor entity (or a parent or subsidiary thereof), the Administrator shall make an appropriate or proportionate adjustment
in (i) the maximum number of shares reserved for issuance under the Plan, including the maximum number of shares that may
be issued in the form of Incentive Stock Options, (ii) the number and kind of shares or other securities subject to any then
outstanding Awards under the Plan, (iii) the repurchase price, if any, per share subject to each outstanding Restricted Stock
Award, and (iv) the exercise price for each share subject to any then outstanding Stock Options and Stock Appreciation Rights
under the Plan, without changing the aggregate exercise price (i.e., the exercise price multiplied by the number of shares subject
to Stock Options and Stock Appreciation Rights) as to which such Stock Options and Stock Appreciation Rights remain exercisable.
The Administrator shall also make equitable or proportionate adjustments in the number of shares subject to outstanding Awards
and the exercise price and the terms of outstanding Awards to take into consideration cash dividends paid other than in the ordinary
course or any other extraordinary corporate event. The adjustment by the Administrator shall be final, binding and conclusive.
No fractional shares of Stock shall be issued under the Plan resulting from any such adjustment, but the Administrator in its discretion
may make a cash payment in lieu of fractional shares.


 


(c)           Mergers
and Other Transactions. In the case of and subject to the consummation of a Sale Event, the parties thereto may cause the assumption
or continuation of Awards theretofore granted by the successor entity, or the substitution of such Awards with new Awards of the
successor entity or parent thereof, with appropriate adjustment as to the number and kind of shares and, if appropriate, the per
share exercise prices, as such parties shall agree. To the extent the parties to such Sale Event do not provide for the assumption,
continuation or substitution of Awards, upon the effective time of the Sale Event, the Plan and all outstanding Awards granted
hereunder shall terminate. In such case, except as may be otherwise provided in the relevant Award Certificate, all Options and
Stock Appreciation Rights with time-based vesting conditions or restrictions that are not vested and/or exercisable immediately
prior to the effective time of the Sale Event shall become fully vested and exercisable as of the effective time of the Sale Event,
all other Awards with time-based vesting, conditions or restrictions shall become fully vested and nonforfeitable as of the effective
time of the Sale Event, and all Awards with conditions and restrictions relating to the attainment of performance goals may become
vested and nonforfeitable in connection with a Sale Event in the Administrator’s discretion or to the extent specified in
the relevant Award Certificate. In the event of such termination, (i) the Company shall have the option (in its sole discretion)
to make or provide for a payment, in cash or in kind, to the grantees holding Options and Stock Appreciation Rights, in exchange
for the cancellation thereof, in an amount equal to the difference between (A) the Sale Price multiplied by the number of
shares of Stock subject to outstanding Options and Stock Appreciation Rights (to the extent then exercisable at prices not in excess
of the Sale Price) and (B) the aggregate exercise price of all such outstanding Options and Stock Appreciation Rights (provided
that, in the case of an Option or Stock Appreciation Right with an exercise price equal to or greater than the Sale Price, such
Option or Stock Appreciation Right shall be cancelled for no consideration); or (ii) each grantee shall be permitted, within
a specified period of time prior to the consummation of the Sale Event as determined by the Administrator, to exercise all outstanding
Options and Stock Appreciation Rights (to the extent then exercisable) held by such grantee. The Company shall also have the option
(in its sole discretion) to make or provide for a payment, in cash or in kind, to the grantees holding other Awards in an amount
equal to the Sale Price multiplied by the number of vested shares of Stock under such Awards.


 



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(d)            Maximum
Awards to Non-Employee Directors. Notwithstanding anything to the contrary in this Plan, the value of all Awards awarded under
this Plan and all other cash compensation paid by the Company to any Non-Employee Director in any calendar year for services as
a Non-Employee Director shall not exceed (i) $1,000,000 in the first calendar year the
applicable Non-Employee Director is initially elected or appointed to the Board, and (ii)  $500,000 in
any other year. For the purpose of this limitation, the value of any Award shall be its grant date fair value, as determined
in accordance with ASC 718 or successor provision but excluding the impact of estimated forfeitures related to service-based vesting
provisions.


 


SECTION 4. ELIGIBILITY


 


Grantees under the
Plan will be such employees, Non-Employee Directors or Consultants of the Company and its Affiliates as are selected from time
to time by the Administrator in its sole discretion; provided that Awards may not be granted to employees, Non-Employee Directors
or Consultants who are providing services only to any “parent” of the Company, as such term is defined in Rule 405
of the Act, unless (i) the stock underlying the Awards is treated as “service recipient stock” under Section 409A
or (ii) the Company has determined that such Awards are exempt from or otherwise comply with Section 409A.


 


SECTION 5.
STOCK OPTIONS


 


(a)            Award
of Stock Options. The Administrator may grant Stock Options under the Plan. Any Stock Option granted under the Plan shall be
in such form as the Administrator may from time to time approve.


 


Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock Options. Incentive Stock Options may be granted only
to employees of the Company or any Subsidiary that is a “subsidiary corporation” within the meaning of Section 424(f) of
the Code. To the extent that any Option does not qualify as an Incentive Stock Option, it shall be deemed a Non-Qualified Stock
Option.


 



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Stock Options granted
pursuant to this Section 5 shall be subject to the following terms and conditions and shall contain such additional terms
and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable. If the Administrator so
determines, Stock Options may be granted in lieu of cash compensation at the optionee’s election, subject to such terms and
conditions as the Administrator may establish.


 


(b)            Exercise
Price. The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5 shall be
determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date
of grant. In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the exercise price of such Incentive
Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date. Notwithstanding the foregoing, Stock
Options may be granted with an exercise price per share that is less than 100 percent of the Fair Market Value on the date of grant
(i) pursuant to a transaction described in, and in a manner consistent with, Section 424(a) of the Code, (ii) to
individuals who are not subject to U.S. income tax on the date of grant or (iii) the Stock Option is otherwise compliant with
Section 409A.


 


(c)            Option
Term. The term of each Stock Option shall be fixed by the Administrator, but no Stock Option shall be exercisable more than
ten years after the date the Stock Option is granted. In the case of an Incentive Stock Option that is granted to a Ten Percent
Owner, the term of such Stock Option shall be no more than five years from the date of grant.


 


(d)           Exercisability;
Rights of a Stockholder. Stock Options shall become exercisable at such time or times, whether or not in installments, as shall
be determined by the Administrator at or after the grant date. The Administrator may at any time accelerate the exercisability
of all or any portion of any Stock Option. An optionee shall have the rights of a stockholder only as to shares acquired upon the
exercise of a Stock Option and not as to unexercised Stock Options.


 


(e)            Method
of Exercise. Stock Options may be exercised in whole or in part, by giving written or electronic notice of exercise to the
Company, specifying the number of shares to be purchased. Payment of the purchase price may be made by one or more of the following
methods except to the extent otherwise provided in the Award Certificate:


 


(i)            In
cash, by certified or bank check or other instrument acceptable to the Administrator;


 


(ii)           Through
the delivery (or attestation to the ownership following such procedures as the Company may prescribe) of shares of Stock that are
not then subject to restrictions under any Company plan. Such surrendered shares shall be valued at Fair Market Value on the exercise
date;


 


(iii)          By
the optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to
promptly deliver to the Company cash or a check payable and acceptable to the Company for the purchase price; provided that in
the event the optionee chooses to pay the purchase price as so provided, the optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the Company shall prescribe as a condition of such payment
procedure; or


 



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(iv)          With
respect to Stock Options that are not Incentive Stock Options, by a “net exercise” arrangement pursuant to which the
Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market
Value that does not exceed the aggregate exercise price.


 


Payment instruments will be received subject
to collection. The transfer to the optionee on the records of the Company or of the transfer agent of the shares of Stock to be
purchased pursuant to the exercise of a Stock Option will be contingent upon receipt from the optionee (or a purchaser acting in
his stead in accordance with the provisions of the Stock Option) by the Company of the full purchase price for such shares and
the fulfillment of any other requirements contained in the Award Certificate or applicable provisions of laws (including the satisfaction
of any withholding taxes that the Company is obligated to withhold with respect to the optionee). In the event an optionee chooses
to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of Stock transferred
to the optionee upon the exercise of the Stock Option shall be net of the number of attested shares. In the event that the Company
establishes, for itself or using the services of a third party, an automated system for the exercise of Stock Options, such as
a system using an internet website or interactive voice response, then the paperless exercise of Stock Options may be permitted
through the use of such an automated system.


 


(f)            Annual
Limit on Incentive Stock Options. To the extent required for “incentive stock option” treatment under Section 422
of the Code, the aggregate Fair Market Value (determined as of the time of grant) of the shares of Stock with respect to which
Incentive Stock Options granted under this Plan and any other plan of the Company or its parent and subsidiary corporations become
exercisable for the first time by an optionee during any calendar year shall not exceed $100,000. To the extent that any Stock
Option exceeds this limit, it shall constitute a Non-Qualified Stock Option.


 


SECTION 6.
STOCK APPRECIATION RIGHTS


 


(a)            Award
of Stock Appreciation Rights. The Administrator may grant Stock Appreciation Rights under the Plan. A Stock Appreciation Right
is an Award entitling the recipient to receive shares of Stock (or cash, to the extent explicitly provided for in the applicable
Award Certificate) having a value equal to the excess of the Fair Market Value of a share of Stock on the date of exercise over
the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect to which the Stock
Appreciation Right shall have been exercised.


 


(b)            Exercise
Price of Stock Appreciation Rights. The exercise price of a Stock Appreciation Right shall not be less than 100 percent of
the Fair Market Value of the Stock on the date of grant.


 


(c)           Grant
and Exercise of Stock Appreciation Rights. Stock Appreciation Rights may be granted by the Administrator independently of any
Stock Option granted pursuant to Section 5 of the Plan.


 


(d)           Terms
and Conditions of Stock Appreciation Rights. Stock Appreciation Rights shall be subject to such terms and conditions as shall
be determined on the date of grant by the Administrator. The term of a Stock Appreciation Right may not exceed ten years. The terms
and conditions of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual
Awards and grantees.


 



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SECTION 7.
RESTRICTED STOCK AWARDS


 


(a)            Nature
of Restricted Stock Awards. The Administrator may grant Restricted Stock Awards under the Plan. A Restricted Stock Award is
any Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.
Conditions may be based on continuing employment (or other Service Relationship) and/or achievement of pre-established performance
goals and objectives.


 


(b)            Rights
as a Stockholder. Upon the grant of the Restricted Stock Award and payment of any applicable purchase price, a grantee shall
have the rights of a stockholder with respect to the voting of the Restricted Shares and receipt of dividends; provided that if
the lapse of restrictions with respect to the Restricted Stock Award is tied to the attainment of performance goals, any dividends
paid by the Company during the performance period shall accrue and shall not be paid to the grantee until and to the extent the
performance goals are met with respect to the Restricted Stock Award. Unless the Administrator shall otherwise determine, (i) uncertificated
Restricted Shares shall be accompanied by a notation on the records of the Company or the transfer agent to the effect that they
are subject to forfeiture until such Restricted Shares are vested as provided in Section 7(d) below, and (ii) certificated
Restricted Shares shall remain in the possession of the Company until such Restricted Shares are vested as provided in Section 7(d) below,
and the grantee shall be required, as a condition of the grant, to deliver to the Company such instruments of transfer as the Administrator
may prescribe.


 


(c)          Restrictions.
Restricted Shares may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein or in the Restricted Stock Award Certificate. Except as may otherwise be provided by the Administrator either in
the Award Certificate or, subject to Section 16 below, in writing after the Award is issued, if a grantee’s employment
(or other Service Relationship) with the Company and its Subsidiaries terminates for any reason, any Restricted Shares that have
not vested at the time of termination shall automatically and without any requirement of notice to such grantee from or other action
by or on behalf of, the Company be deemed to have been reacquired by the Company at their original purchase price (if any) from
such grantee or such grantee’s legal representative simultaneously with such termination of employment (or other Service
Relationship), and thereafter shall cease to represent any ownership of the Company by the grantee or rights of the grantee as
a stockholder. Following such deemed reacquisition of Restricted Shares that are represented by physical certificates, a grantee
shall surrender such certificates to the Company upon request without consideration.


 


(d)            Vesting
of Restricted Shares. The Administrator at the time of grant shall specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on which the non-transferability of the Restricted Shares and the Company’s
right of repurchase or forfeiture shall lapse. Subsequent to such date or dates and/or the attainment of such pre-established performance
goals, objectives and other conditions, the shares on which all restrictions have lapsed shall no longer be Restricted Shares and
shall be deemed “vested.”


 



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SECTION 8.
RESTRICTED STOCK UNITS





 


(a)            Nature
of Restricted Stock Units. The Administrator may grant Restricted Stock Units under the Plan. A Restricted Stock Unit is an
Award of stock units that may be settled in shares of Stock (or cash, to the extent explicitly provided for in the Award Certificate)
upon the satisfaction of such restrictions and conditions at the time of grant. Conditions may be based on continuing employment
(or other Service Relationship) and/or achievement of pre-established performance goals and objectives. The terms and conditions
of each such Award shall be determined by the Administrator, and such terms and conditions may differ among individual Awards and
grantees. Except in the case of Restricted Stock Units with a deferred settlement date that complies with Section 409A, at
the end of the vesting period, the Restricted Stock Units, to the extent vested, shall be settled in the form of shares of Stock.
Restricted Stock Units with deferred settlement dates are subject to Section 409A and shall contain such additional terms
and conditions as the Administrator shall determine in its sole discretion in order to comply with the requirements of Section 409A.


 


(b)            Election
to Receive Restricted Stock Units in Lieu of Compensation. The Administrator may, in its sole discretion, permit a grantee
to elect to receive a portion of future cash compensation otherwise due to such grantee in the form of an award of Restricted Stock
Units. Any such election shall be made in writing and shall be delivered to the Company no later than the date specified by the
Administrator and in accordance with Section 409A and such other rules and procedures established by the Administrator.
Any such future cash compensation that the grantee elects to defer shall be converted to a fixed number of Restricted Stock Units
based on the Fair Market Value of Stock on the date the compensation would otherwise have been paid to the grantee if such payment
had not been deferred as provided herein. The Administrator shall have the sole right to determine whether and under what circumstances
to permit such elections and to impose such limitations and other terms and conditions thereon as the Administrator deems appropriate.
Any Restricted Stock Units that are elected to be received in lieu of cash compensation shall be fully vested, unless otherwise
provided in the Award Certificate.


 


(c)            Rights
as a Stockholder. A grantee shall have the rights as a stockholder only as to shares of Stock acquired by the grantee upon
settlement of Restricted Stock Units; provided, however, that the grantee may be credited with Dividend Equivalent Rights with
respect to the stock units underlying his Restricted Stock Units, subject to the provisions of Section 11 and such terms and
conditions as the Administrator may determine.


 


(d)            Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below,
in writing after the Award is issued, a grantee’s right in all Restricted Stock Units that have not vested shall automatically
terminate upon the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries
for any reason.


 


SECTION 9.
UNRESTRICTED STOCK AWARDS


 


Grant
or Sale of Unrestricted Stock. The Administrator may grant (or sell at par value or such higher purchase price determined
by the Administrator) an Unrestricted Stock Award under the Plan. An Unrestricted Stock Award is an Award pursuant to which the
grantee may receive shares of Stock free of any restrictions under the Plan. Unrestricted Stock Awards may be granted in respect
of past services or other valid consideration, or in lieu of cash compensation due to such grantee.


 






     11


     


    




 


SECTION 10.
CASH-BASED AWARDS


 


Grant
of Cash-Based Awards. The Administrator may grant Cash-Based Awards under the Plan. A Cash-Based Award is an Award that
entitles the grantee to a payment in cash upon the attainment of specified performance goals. The Administrator shall determine
the maximum duration of the Cash-Based Award, the amount of cash to which the Cash-Based Award pertains, the conditions upon which
the Cash-Based Award shall become vested or payable, and such other provisions as the Administrator shall determine. Each Cash-Based
Award shall specify a cash-denominated payment amount, formula or payment ranges as determined by the Administrator. Payment, if
any, with respect to a Cash-Based Award shall be made in accordance with the terms of the Award and may be made in cash.


 


SECTION 11.
DIVIDEND EQUIVALENT RIGHTS


 


(a)            Dividend
Equivalent Rights. The Administrator may grant Dividend Equivalent Rights under the Plan. A Dividend Equivalent Right is an
Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other Award to which it relates) if such shares had been issued to the grantee. A Dividend
Equivalent Right may be granted hereunder to any grantee as a component of an award of Restricted Stock Units or as a freestanding
award. The terms and conditions of Dividend Equivalent Rights shall be specified in the Award Certificate. Dividend equivalents
credited to the holder of a Dividend Equivalent Right may be paid currently or may be deemed to be reinvested in additional shares
of Stock, which may thereafter accrue additional equivalents. Any such reinvestment shall be at Fair Market Value on the date of
reinvestment or such other price as may then apply under a dividend reinvestment plan sponsored by the Company, if any. Dividend
Equivalent Rights may be settled in cash or shares of Stock or a combination thereof, in a single installment or installments.
A Dividend Equivalent Right granted as a component of an Award of Restricted Stock Units shall provide that such Dividend Equivalent
Right shall be settled only upon settlement or payment of, or lapse of restrictions on, such other Award, and that such Dividend
Equivalent Right shall expire or be forfeited or annulled under the same conditions as such other Award.


 


(b)            Termination.
Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 16 below,
in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate
upon the grantee’s termination of employment (or cessation of Service Relationship) with the Company and its Subsidiaries
for any reason.


 


SECTION 12.
Transferability of Awards


 


(a)            Transferability.
Except as provided in Section 12(b) below, during a grantee’s lifetime, his or her Awards shall be exercisable
only by the grantee, or by the grantee’s legal representative or guardian in the event of the grantee’s incapacity.
No Awards shall be sold, assigned, transferred or otherwise encumbered or disposed of by a grantee other than by will or by the
laws of descent and distribution or pursuant to a domestic relations order. No Awards shall be subject, in whole or in part, to
attachment, execution, or levy of any kind, and any purported transfer in violation hereof shall be null and void.


 



     12


     


    







 


(b)            Administrator
Action. Notwithstanding Section 12(a), the Administrator, in its discretion, may provide either in the Award Certificate
regarding a given Award or by subsequent written approval that the grantee (who is an employee or director) may transfer his or
her Non-Qualified Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to
partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by
a grantee for value.


 


(c)            Family
Member. For purposes of Section 12(b), “family member” shall mean a grantee’s child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person sharing the grantee’s household (other than
a tenant of the grantee), a trust in which these persons (or the grantee) have more than 50 percent of the beneficial interest,
a foundation in which these persons (or the grantee) control the management of assets, and any other entity in which these persons
(or the grantee) own more than 50 percent of the voting interests.


 


(d)            Designation
of Beneficiary. To the extent permitted by the Company, each grantee to whom an Award has been made under the Plan may designate
a beneficiary or beneficiaries to exercise any Award or receive any payment under any Award payable on or after the grantee’s
death. Any such designation shall be on a form provided for that purpose by the Administrator and shall not be effective until
received by the Administrator. If no beneficiary has been designated by a deceased grantee, or if the designated beneficiaries
have predeceased the grantee, the beneficiary shall be the grantee’s estate.


 


SECTION 13.
TAX WITHHOLDING


 


(a)            Payment
by Grantee. Each grantee shall, no later than the date as of which the value of an Award or of any Stock or other amounts received
thereunder first becomes includable in the gross income of the grantee for Federal income tax purposes, pay to the Company, or
make arrangements satisfactory to the Administrator regarding payment of, any Federal, state, or local taxes of any kind required
by law to be withheld by the Company with respect to such income. The Company and its Subsidiaries shall, to the extent permitted
by law, have the right to deduct any such taxes from any payment of any kind otherwise due to the grantee. The Company’s
obligation to deliver evidence of book entry (or stock certificates) to any grantee is subject to and conditioned on tax withholding
obligations being satisfied by the grantee.


 



     13


     


    




 


(b)            Payment
in Stock. The Administrator may require the Company’s tax withholding obligation to be satisfied, in whole or in part,
by the Company withholding from shares of Stock to be issued pursuant to any Award a number of shares with an aggregate Fair Market
Value (as of the date the withholding is effected) that would satisfy the withholding amount due; provided, however, that the amount
withheld does not exceed the maximum statutory tax rate or such lesser amount as is necessary to avoid liability accounting treatment.
For purposes of share withholding, the Fair Market Value of withheld shares shall be determined in the same manner as the value
of Stock includible in income of the grantees. The Administrator may also require the Company’s tax withholding obligation
to be satisfied, in whole or in part, by an arrangement whereby a certain number of shares of Stock issued pursuant to any Award
are immediately sold and proceeds from such sale are remitted to the Company in an amount that would satisfy the withholding amount
due.





 


SECTION 14.
Section 409A awards


 


Awards are intended
to be exempt from Section 409A to the greatest extent possible and to otherwise comply with Section 409A. The Plan and
all Awards shall be interpreted in accordance with such intent. To the extent that any Award is determined to constitute “nonqualified
deferred compensation” within the meaning of Section 409A (a “409A Award”), the Award shall be subject to
such additional rules and requirements as specified by the Administrator from time to time in order to comply with Section 409A.
In this regard, if any amount under a 409A Award is payable upon a “separation from service” (within the meaning of
Section 409A) to a grantee who is then considered a “specified employee” (within the meaning of Section 409A),
then no such payment shall be made prior to the date that is the earlier of (i) six months and one day after the grantee’s
separation from service, or (ii) the grantee’s death, but only to the extent such delay is necessary to prevent such
payment from being subject to interest, penalties and/or additional tax imposed pursuant to Section 409A. Further, the settlement
of any 409A Award may not be accelerated except to the extent permitted by Section 409A.


 


SECTION 15.
TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC.


 


(a)            Termination
of Service Relationship. If the grantee’s Service Relationship is with an Affiliate and such Affiliate ceases to be an
Affiliate, the grantee shall be deemed to have terminated his or her Service Relationship for purposes of the Plan.


 


(b)            For
purposes of the Plan, the following events shall not be deemed a termination of a Service Relationship:


 


(i)           a
transfer to the employment of the Company from an Affiliate or from the Company to an Affiliate, or from one Affiliate to another;
or


 


(ii)          an
approved leave of absence for military service or sickness, or for any other purpose approved by the Company, if the employee’s
right to re-employment is guaranteed either by a statute or by contract or under the policy pursuant to which the leave of absence
was granted or if the Administrator otherwise so provides in writing.


 



     14


     


    




 


SECTION 16.
AMENDMENTS AND TERMINATION


 


The Board may, at any
time, amend or discontinue the Plan and the Administrator may, at any time, amend or cancel any outstanding Award for the purpose
of satisfying changes in law or for any other lawful purpose, but no such action shall materially and adversely affect rights under
any outstanding Award without the holder’s consent. The Administrator is specifically authorized to exercise its discretion
to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or effect the repricing of such Awards through
cancellation and re-grants. To the extent required under the rules of any securities exchange or market system on which the
Stock is listed, to the extent determined by the Administrator to be required by the Code to ensure that Incentive Stock Options
granted under the Plan are qualified under Section 422 of the Code, Plan amendments shall be subject to approval by Company
stockholders. Nothing in this Section 16 shall limit the Administrator’s authority to take any action permitted pursuant
to Section 3(b) or 3(c).





 


SECTION 17.
STATUS OF PLAN


 


With respect to the
portion of any Award that has not been exercised and any payments in cash, Stock or other consideration not received by a grantee,
a grantee shall have no rights greater than those of a general creditor of the Company unless the Administrator shall otherwise
expressly determine in connection with any Award or Awards. In its sole discretion, the Administrator may authorize the creation
of trusts or other arrangements to meet the Company’s obligations to deliver Stock or make payments with respect to Awards
hereunder, provided that the existence of such trusts or other arrangements is consistent with the foregoing sentence.


 


SECTION 18.
GENERAL PROVISIONS


 


(a)           No
Distribution. The Administrator may require each person acquiring Stock pursuant to an Award to represent to and agree with
the Company in writing that such person is acquiring the shares without a view to distribution thereof.


 


(b)            Issuance
of Stock. To the extent certificated, stock certificates to grantees under this Plan shall be deemed delivered for all purposes
when the Company or a stock transfer agent of the Company shall have mailed such certificates in the United States mail, addressed
to the grantee, at the grantee’s last known address on file with the Company. Uncertificated Stock shall be deemed delivered
for all purposes when the Company or a Stock transfer agent of the Company shall have given to the grantee by electronic mail (with
proof of receipt) or by United States mail, addressed to the grantee, at the grantee’s last known address on file with the
Company, notice of issuance and recorded the issuance in its records (which may include electronic “book entry” records).
Notwithstanding anything herein to the contrary, the Company shall not be required to issue or deliver any evidence of book entry
or certificates evidencing shares of Stock pursuant to the exercise or settlement of any Award, unless and until the Administrator
has determined, with advice of counsel (to the extent the Administrator deems such advice necessary or advisable), that the issuance
and delivery is in compliance with all applicable laws, regulations of governmental authorities and, if applicable, the requirements
of any exchange on which the shares of Stock are listed, quoted or traded. Any Stock issued pursuant to the Plan shall be subject
to any stop-transfer orders and other restrictions as the Administrator deems necessary or advisable to comply with federal, state
or foreign jurisdiction, securities or other laws, rules and quotation system on which the Stock is listed, quoted or traded.
The Administrator may place legends on any Stock certificate or notations on any book entry to reference restrictions applicable
to the Stock. In addition to the terms and conditions provided herein, the Administrator may require that an individual make such
reasonable covenants, agreements, and representations as the Administrator, in its discretion, deems necessary or advisable in
order to comply with any such laws, regulations, or requirements. The Administrator shall have the right to require any individual
to comply with any timing or other restrictions with respect to the settlement or exercise of any Award, including a window-period
limitation, as may be imposed in the discretion of the Administrator.


 



     15


     


    







 


(c)           Stockholder
Rights. Until Stock is deemed delivered in accordance with Section 18(b), no right to vote or receive dividends or any
other rights of a stockholder will exist with respect to shares of Stock to be issued in connection with an Award, notwithstanding
the exercise of a Stock Option or any other action by the grantee with respect to an Award.


 


(d)           Other
Compensation Arrangements; No Employment Rights. Nothing contained in this Plan shall prevent the Board from adopting other
or additional compensation arrangements, including trusts, and such arrangements may be either generally applicable or applicable
only in specific cases. The adoption of this Plan and the grant of Awards do not confer upon any employee any right to continued
employment with the Company or any Subsidiary.


 


(e)            Trading
Policy Restrictions. Option exercises and other Awards under the Plan shall be subject to the Company’s insider trading
policies and procedures, as in effect from time to time.


 


(f)            Clawback
Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.


 


SECTION 19.
EFFECTIVE DATE OF PLAN


 


This Plan shall become
effective upon the date immediately preceding the Registration Date subject to prior stockholder approval in accordance with applicable
state law, the Company’s bylaws and articles of incorporation, and applicable stock exchange rules. No grants of Stock Options
and other Awards may be made hereunder after the tenth anniversary of the Effective Date and no grants of Incentive Stock Options
may be made hereunder after the tenth anniversary of the date the Plan is approved by the Board.


 


SECTION 20.
GOVERNING LAW


 


This
Plan and all Awards and actions taken thereunder shall be governed by, and construed in accordance with, the General Corporation
Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed
in accordance with the internal laws of the State of Delaware, applied without regard to conflict of law principles.


 


DATE APPROVED BY BOARD OF DIRECTORS:
March 22, 2021


 


DATE APPROVED BY STOCKHOLDERS: March 22,
2021


 



     16


     


    




 


INCENTIVE STOCK OPTION AGREEMENT

UNDER THE TRANSCODE THERAPEUTICS, INC.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 
	 	 	 






	No. of Option Shares:	 	 
	 	 	 
	Option Exercise Price per Share:	$	 
	 	[FMV on Grant Date (110% of FMV if a 10% owner)]	 
	 	 	 
	Grant Date:	 	 
	 	 	 
	Expiration Date:	 	 
	 	[up to 10 years
(5 years if a 10% owner)]	 



 


Pursuant to the TransCode
Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TransCode
Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock Option”)
to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock, par value $0.0001
per share (the “Stock”), of the Company specified above at the Option Exercise Price per Share specified above subject
to the terms and conditions set forth herein and in the Plan.


 


1.            Exercisability
Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable. Except as set
forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate the exercisability
schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares on the dates indicated
so long as the Optionee maintains a continuous Service Relationship with the Company or a Subsidiary on such dates:


 


	Incremental
    Number of

    Option Shares Exercisable*	 	Exercisability Date
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________


 


* Max. of $100,000 per yr.


 


Once exercisable, this
Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject
to the provisions hereof and of the Plan.


 






     


     


    

 


2.            Manner
of Exercise.


 


(a)            The
Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration Date of this
Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or all of the Option
Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase
price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership) of shares of
Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then
subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator;
or (iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions
to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase
price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe
as a condition of such payment procedure; or (iv) a combination of (i), (ii) and (iii) above. Payment instruments
will be received subject to collection.


 


The transfer to the
Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s
receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any
other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by
the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock
to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will
be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of
the Stock Option shall be net of the Shares attested to.


 


(b)            The
shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of the Company
or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable laws or
regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the Administrator
as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to
the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon,
the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of Stock.


 






    2


     


    

 


(c)            The
minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares, unless the
number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to exercise under
this Stock Option at the time.


 


(d)            Notwithstanding
any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the Expiration Date hereof.


 


3.            Termination
of Employment. If the Optionee’s employment with the Company or a Subsidiary (as defined in the Plan) terminates, the
period within which to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a)            Termination
Due to Death. If the Optionee’s employment with the Company or a Subsidiary terminates by reason of the Optionee’s
death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death, may thereafter
be exercised by the Optionee’s legal representative or legatee for a period of 12
months from the date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable
on the date of death shall terminate immediately and be of no further force or effect.


 


(b)            Termination
Due to Disability. If the Optionee’s employment with the Company or a Subsidiary terminates by reason of the Optionee’s
disability (as determined by the Administrator), any portion of this Stock Option outstanding on such date, to the extent exercisable
on the date of such termination, may thereafter be exercised by the Optionee for a period of 12 months from the date of disability
or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of disability shall
terminate immediately and be of no further force or effect.


 


(c)            Termination
for Cause. If the Optionee’s employment with the Company or a Subsidiary terminates for Cause, any portion of this Stock
Option outstanding on such date shall terminate immediately and be of no further force and effect. For purposes hereof, “Cause”
shall mean, unless otherwise provided in an employment or service agreement between the Company and the Optionee, a determination
by the Administrator that the Optionee shall be dismissed as a result of (i) any material breach by the Optionee of any agreement
between the Optionee and the Company; (ii) the conviction of, indictment for or plea of nolo contendere by the Optionee to
a felony or a crime involving moral turpitude; or (iii) any material misconduct or willful and deliberate non-performance
(other than by reason of disability) by the Optionee of the Optionee’s duties to the Company.


 


(d)            Other
Termination. If the Optionee’s employment with the Company or a Subsidiary terminates for any reason other than the
Optionee’s death, the Optionee’s disability, or Cause, and unless otherwise determined by the Administrator, any portion
of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination, for a period
of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock Option that is
not exercisable on the date of termination shall terminate immediately and be of no further force or effect.


 






    3


     


    

 


The Administrator’s
determination of the reason for termination of the Optionee’s employment with the Company or a Subsidiary shall be conclusive
and binding on the Optionee and his or her representatives or legatees.


 


4.            Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.            Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.            Status
of the Stock Option. This Stock Option is intended to qualify as an “incentive stock option” under Section 422
of the Internal Revenue Code of 1986, as amended (the “Code”), but the Company does not represent or warrant that this
Stock Option qualifies as such. The Optionee should consult with his or her own tax advisors regarding the tax effects of this
Stock Option and the requirements necessary to obtain favorable income tax treatment under Section 422 of the Code, including,
but not limited to, holding period requirements and that this Stock Option must be exercised within three months after termination
of employment as an employee (or 12 months in the case of death or disability) to qualify as an “incentive stock option.”
To the extent any portion of this Stock Option does not so qualify as an “incentive stock option,” such portion shall
be deemed to be a non-qualified stock option. If the Optionee intends to dispose or does dispose (whether by sale, gift, transfer
or otherwise) of any Option Shares within the one-year period beginning on the date after the transfer of such shares to him or
her, or within the two-year period beginning on the day after the grant of this Stock Option, he or she will so notify the Company
within 30 days after such disposition.


 


7.            Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event
for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal,
state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority to
cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock
to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding
amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Optionee, the
number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Optionee
on account of such transfer.


 


8.            No
Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Optionee’s employment with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s employment with the
Company or a Subsidiary at any time.


 






    4


     


    

 


9.            Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior
agreements and discussions between the parties concerning such subject matter.


 


10.          Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the
Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy
rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and
transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction
in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant
Information. Relevant Information will only be used in accordance with applicable law.


 


11.          Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	TransCode Therapeutics, Inc.
	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted
and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the
Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 
	 	 	 	 
	 	 	 	Optionee’s name and
    address:
	 	 	 	 
	 	 	 	 
	 	 	 	 


 






    5


     


    

 


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE TRANSCODE therapeutics, inc.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 
	 	 	 






	No. of Option Shares:	 	 
	 	 	 
	Option Exercise Price per Share:	$	 
	 	[FMV on Grant Date]	 
	 	 	 
	Grant Date:	 	 
	 	 	 
	Expiration Date:	 	 



 


Pursuant
to the TransCode Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”),
TransCode Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above an option (the “Stock
Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of Common Stock,
par value $0.0001 per share (the “Stock”) of the Company specified above at the Option Exercise Price per Share specified
above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an “incentive
stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.


 


1.            
Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable.
Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate
the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares
on the dates indicated so long as Optionee remains in a continuous Service Relationship with the Company or a Subsidiary on such
dates:


 


	Incremental
    Number of

    Option Shares Exercisable	 	Exercisability
    Date
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________
	_____________ (___%)	 	____________


 


Once
exercisable, this Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration
Date, subject to the provisions hereof and of the Plan.


 






     


     


    




 


2.             Manner
of Exercise.


 


(a)              
The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration
Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or
all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment
of the purchase price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified
or bank check or other instrument acceptable to the Administrator; (ii) through the delivery (or attestation to the ownership)
of shares of Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee
and are not then subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required
by the Administrator; (iii)  by the Optionee delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company
to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided,
the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements
as the Administrator shall prescribe as a condition of such payment procedure; (iv)  by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of
shares with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii)
and (iv) above. Payment instruments will be received subject to collection.


 


The
transfer to the Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i)
the Company’s receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment
of any other requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt
by the Company of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance
of Stock to be purchased pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock
will be in compliance with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of
the Stock Option shall be net of the Shares attested to.


 


(b)             
The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of
the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the
Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred
the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of
the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of
Stock.


 



    	 	2	 



     


    

 





(c)              
The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares,
unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to
exercise under this Stock Option at the time.


 


(d)              
Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the
Expiration Date hereof.


 


3.             Termination
of Employment. If the Optionee’s employment with the Company or a Subsidiary (as defined in the Plan) terminates, the
period within which to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a)              
Termination Due to Death. If the Optionee’s employment with the Company or a Subsidiary terminates by reason
of the Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date
of death, may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the
date of death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of
death shall terminate immediately and be of no further force or effect.


 


(b)              
Termination Due to Disability. If the Optionee’s employment with the Company or a Subsidiary terminates by
reason of the Optionee’s disability (as determined by the Administrator), any portion of this Stock Option outstanding on
such date, to the extent exercisable on the date of such termination, may thereafter be exercised by the Optionee for a period
of 12 months from the date of disability or until the Expiration Date, if earlier. Any portion of this Stock Option that is not
exercisable on the date of disability shall terminate immediately and be of no further force or effect.


 


(c)              
Termination for Cause. If the Optionee’s employment with the Company or a Subsidiary terminates for Cause,
any portion of this Stock Option outstanding on such date shall terminate immediately and be of no further force and effect. For
purposes hereof, “Cause” shall mean, unless otherwise provided in an employment or other service agreement between
the Company and the Optionee, a determination by the Administrator that the Optionee shall be dismissed as a result of (i) any
material breach by the Optionee of any agreement between the Optionee and the Company; (ii) the conviction of, indictment for
or plea of nolo contendere by the Optionee to a felony or a crime involving moral turpitude; or (iii) any material misconduct
or willful and deliberate non-performance (other than by reason of disability) by the Optionee of the Optionee’s duties
to the Company.


 


(d)              
Other Termination. If the Optionee’s employment with the Company or a Subsidiary terminates for any reason
other than the Optionee’s death, the Optionee’s disability or Cause, and unless otherwise determined by the Administrator,
any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date of termination,
for a period of three months from the date of termination or until the Expiration Date, if earlier. Any portion of this Stock
Option that is not exercisable on the date of termination shall terminate immediately and be of no further force or effect.


 






    	 	3	 



     


    




 


The
Administrator’s determination of the reason for termination of the Optionee’s employment with the Company or a Subsidiary
shall be conclusive and binding on the Optionee and his or her representatives or legatees.


 


4.             Incorporation
of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and governed by all the terms
and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms
in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


5.             Transferability.
This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise,
other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime,
only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee.


 


6.             Tax
Withholding. The Optionee shall, not later than the date as of which the exercise of this Stock Option becomes a taxable event
for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any
Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the authority
to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares of Stock
to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding
amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Optionee, the number
of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Optionee on
account of such transfer.


 


7.             No
Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the Plan or this
Agreement to continue the Optionee’s employment with the Company or a Subsidiary and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to terminate the Optionee’s employment with the
Company or a Subsidiary at any time.


 


8.             Integration.
This Agreement constitutes the entire agreement between the parties with respect to this Stock Option and supersedes all prior
agreements and discussions between the parties concerning such subject matter.


 


9.             Data
Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity grants, the
Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”) may process
any and all personal or professional data, including but not limited to Social Security or other identification number, home address
and telephone number, date of birth and other information that is necessary or desirable for the administration of the Plan and/or
this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes the Company
to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy rights
the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit
such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which
the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 






    	 	4	 



     


    




 


10.           Notices.
Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall be mailed or delivered
to the Optionee at the address on file with the Company or, in either case, at such other address as one party may subsequently
furnish to the other party in writing.


 


	 	TransCode Therapeutics,
    Inc.
	 	 
	 	By:	 
	 	 	Title:



 


The foregoing
Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of
this Agreement pursuant to the Company’s instructions to the Optionee (including through an online acceptance process) is
acceptable.


 


	Dated:	 	 	 
	 	 	 	Optionee’s Signature
	 	 	 	 
	 	 	 	 
	 	 	 	Optionee’s name and
    address:
	 	 	 	 
	 	 	 	 
	 	 	 	 



 






    	 	5	 



     


    







 


NON-QUALIFIED
STOCK OPTION AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE TRANSCODE Therapeutics, Inc.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Optionee:	 	 
	 	 	 






	No. of Option Shares:	 	 
	 	 	 
	Option Exercise Price per Share:	$	 
	 	[FMV on Grant Date]	 
	 	 	 
	Grant Date:	 	 
	 	 	 
	Expiration Date:	 	 
	 	[No more than 10
years]	 



 


Pursuant to the TransCode
Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TransCode
Therapeutics, Inc. (the “Company”) hereby grants to the Optionee named above, who is a Non-Employee Director of the
Company but is not an employee of the Company, an option (the “Stock Option”) to purchase on or prior to the Expiration
Date specified above all or part of the number of shares of Common Stock, par value $0.0001 per share (the “Stock”),
of the Company specified above at the Option Exercise Price per Share specified above subject to the terms and conditions set forth
herein and in the Plan. This Stock Option is not intended to be an “incentive stock option” under Section 422 of the
Internal Revenue Code of 1986, as amended.


 


1.       
Exercisability Schedule. No portion of this Stock Option may be exercised until such portion shall have become exercisable.
Except as set forth below, and subject to the discretion of the Administrator (as defined in Section 2 of the Plan) to accelerate
the exercisability schedule hereunder, this Stock Option shall be exercisable with respect to the following number of Option Shares
on the dates indicated so long as the Optionee remains in service as a member of the Board on such dates:


 


	Incremental Number of

Option Shares Exercisable	Exercisability Date
	 	 
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________
	_____________ (___%)	____________


 






     


     


    

 


Once exercisable, this
Stock Option shall continue to be exercisable at any time or times prior to the close of business on the Expiration Date, subject
to the provisions hereof and of the Plan.


 


2.            
Manner of Exercise.


 


(a)    
The Optionee may exercise this Stock Option only in the following manner: from time to time on or prior to the Expiration
Date of this Stock Option, the Optionee may give written notice to the Administrator of his or her election to purchase some or
all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased.


 


Payment of the purchase
price for the Option Shares may be made by one or more of the following methods: (i) in cash, by certified or bank check or
other instrument acceptable to the Administrator; (ii)  through the delivery (or attestation to the ownership) of shares of
Stock that have been purchased by the Optionee on the open market or that are beneficially owned by the Optionee and are not then
subject to any restrictions under any Company plan and that otherwise satisfy any holding periods as may be required by the Administrator;
(iii) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions
to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase
price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker
shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Administrator shall prescribe
as a condition of such payment procedure; (iv)  by a “net exercise” arrangement pursuant to which the Company
will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value
that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above. Payment instruments
will be received subject to collection.


 


The transfer to the
Optionee on the records of the Company or of the transfer agent of the Option Shares will be contingent upon (i) the Company’s
receipt from the Optionee of the full purchase price for the Option Shares, as set forth above, (ii) the fulfillment of any other
requirements contained herein or in the Plan or in any other agreement or provision of laws, and (iii) the receipt by the Company
of any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Stock to be purchased
pursuant to the exercise of Stock Options under the Plan and any subsequent resale of the shares of Stock will be in compliance
with applicable laws and regulations. In the event the Optionee chooses to pay the purchase price by previously-owned shares of
Stock through the attestation method, the number of shares of Stock transferred to the Optionee upon the exercise of the Stock
Option shall be net of the Shares attested to.


 


(b)     
The shares of Stock purchased upon exercise of this Stock Option shall be transferred to the Optionee on the records of
the Company or of the transfer agent upon compliance to the satisfaction of the Administrator with all requirements under applicable
laws or regulations in connection with such transfer and with the requirements hereof and of the Plan. The determination of the
Administrator as to such compliance shall be final and binding on the Optionee. The Optionee shall not be deemed to be the holder
of, or to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until
this Stock Option shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred
the shares to the Optionee, and the Optionee’s name shall have been entered as the stockholder of record on the books of
the Company. Thereupon, the Optionee shall have full voting, dividend and other ownership rights with respect to such shares of
Stock.


 



    2


     


    

 


(c)    
The minimum number of shares with respect to which this Stock Option may be exercised at any one time shall be 100 shares,
unless the number of shares with respect to which this Stock Option is being exercised is the total number of shares subject to
exercise under this Stock Option at the time.


 



(d)    
Notwithstanding any other provision hereof or of the Plan, no portion of this Stock Option shall be exercisable after the
Expiration Date hereof.


 


3.            
Termination as Non-Employee Director. If the Optionee ceases to be a Non-Employee Director of the Company, the period
within which to exercise the Stock Option may be subject to earlier termination as set forth below.


 


(a)     
Termination Due to Death. If the Optionee’s service as a Non-Employee Director terminates by reason of the
Optionee’s death, any portion of this Stock Option outstanding on such date, to the extent exercisable on the date of death,
may thereafter be exercised by the Optionee’s legal representative or legatee for a period of 12 months from the date of
death or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date of death shall
terminate immediately and be of no further force or effect.


 


(b)     
Other Termination. If the Optionee ceases to be a Non-Employee Director for any reason other than the Optionee’s
death, any portion of this Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee
ceased to be a Non-Employee Director, for a period of six months from the date the Optionee ceased to be a Non-Employee Director
or until the Expiration Date, if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee ceases
to be a Non-Employee Director shall terminate immediately and be of no further force or effect.


 


4.            
Incorporation of Plan. Notwithstanding anything herein to the contrary, this Stock Option shall be subject to and
governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the
Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified
herein.


 


5.            
Transferability. This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner,
by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable,
during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or
legatee.


 


6.            
No Obligation to Continue as a Non-Employee Director. Neither the Plan nor this Stock Option confers upon the Optionee
any rights with respect to continuance as a Non-Employee Director.


 






    3


     


    

 


7.            
Integration. This Agreement constitutes the entire agreement between the parties with respect to this Stock Option
and supersedes all prior agreements and discussions between the parties concerning such subject matter.


 


8.            
Tax Withholding. To the extent applicable, the Optionee shall, not later than the date as of which the receipt of
this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event.
The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by
(i) withholding from shares of Stock to be issued to the Optionee a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to
be issued to the Optionee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law
to be withheld from the Optionee on account of such transfer.


 


9.            
Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity
grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”)
may process any and all personal or professional data, including but not limited to Social Security or other identification number,
home address and telephone number, date of birth and other information that is necessary or desirable for the administration of
the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Optionee (i) authorizes
the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy
rights the Optionee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit
such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which
the Relevant Companies consider appropriate. The Optionee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 






    4


     


    

 


10.          
Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall
be mailed or delivered to the Optionee at the address on file with the Company or, in either case, at such other address as one
party may subsequently furnish to the other party in writing.


 


	 	TransCode Therapeutics, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Title:



 


The foregoing Agreement is hereby accepted
and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the
Company’s instructions to the Optionee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	Optionee’s Signature
	 	 	 
	 	 	Optionee’s name and address:
	 	 	 
	 	 	 
	 	 	 



 






    5


     


    




 


RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR COMPANY EMPLOYEES

UNDER THE TRANSCODE Therapeutics, Inc.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 
	 	 	 








	No. of Restricted Stock Units:	 	 
	 	 	 
	Grant Date:	 	 


 


Pursuant to the TransCode
Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TransCode
Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an
 “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value
$0.0001 per share (the “Stock”) of the Company.


 


1.           
Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered
or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of
this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.           
Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse
on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in a continued Service Relationship
with the Company or a Subsidiary on such Vesting Dates. If a series of Vesting Dates is specified, then the restrictions and conditions
in Paragraph 1 shall lapse only with respect to the number of Restricted Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	 	 
	_____________ (__%)	_______________
	_____________ (__%)	_______________
	_____________ (__%)	_______________
	_____________ (__%)	_______________
	_____________ (__%)	_______________


 


The Administrator may
at any time accelerate the vesting schedule specified in this Paragraph 2.


 






    


     


    

 


3.           
Termination of Employment. If the Grantee’s employment with the Company or a Subsidiary terminates for any
reason (including death or disability) prior to the satisfaction of the vesting conditions set forth in Paragraph 2 above, any
Restricted Stock Units that have not vested as of such date shall automatically and without notice terminate and be forfeited,
and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives will thereafter have any
further rights or interests in such unvested Restricted Stock Units.


 


4.            
Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and
one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number
of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement
on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.


 


5.            
Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed
by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.            
Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable
event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of
any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Company shall have the
authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by (i) withholding from shares
of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding
amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to be issued to the Grantee, the number
of shares of Stock necessary to satisfy the Federal, state and local taxes required by law to be withheld from the Grantee on account
of such transfer.


 


7.            
Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the
settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described
in Section 409A of the Code.


 


8.            
No Obligation to Continue Employment. Neither the Company nor any Subsidiary is obligated by or as a result of the
Plan or this Agreement to continue the Grantee’s employment with the Company or a Subsidiary and neither the Plan nor this
Agreement shall interfere in any way with the right of the Company or any Subsidiary to terminate the Grantee’s employment
with the Company or a Subsidiary at any time.


 


9.           
Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes
all prior agreements and discussions between the parties concerning such subject matter.


 






    2


     


    

 


10.          
Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity
grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”)
may process any and all personal or professional data, including but not limited to Social Security or other identification number,
home address and telephone number, date of birth and other information that is necessary or desirable for the administration of
the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes
the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy
rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit
such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which
the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 


11.         
Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall
be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one
party may subsequently furnish to the other party in writing.


 


	 	TransCode Therapeutics, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted
and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the
Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	Grantee’s Signature
	 	 	 
	 	 	Grantee’s name and address:
	 	 	 
	 	 	 
	 	 	 


 






    3


     


    




 


RESTRICTED
STOCK UNIT AWARD AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

UNDER THE TRANSCODE Therapeutics, Inc.

2021 STOCK OPTION AND INCENTIVE PLAN


 


	Name of Grantee:	 	 
	 	 	 





	No. of Restricted Stock Units:	 	 
	 	 	 
	Grant Date:	 	 


 


Pursuant to the TransCode
Therapeutics, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the “Plan”), TransCode
Therapeutics, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock Units listed above (an
 “Award”) to the Grantee named above. Each Restricted Stock Unit shall relate to one share of Common Stock, par value
$0.0001 per share (the “Stock”) of the Company.


 


1.            
Restrictions on Transfer of Award. This Award may not be sold, transferred, pledged, assigned or otherwise encumbered
or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged,
assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of
this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.


 


2.            
Vesting of Restricted Stock Units. The restrictions and conditions of Paragraph 1 of this Agreement shall lapse
on the Vesting Date or Dates specified in the following schedule so long as the Grantee remains in service as a member of the Board
on such Vesting Dates. If a series of Vesting Dates is specified, then the restrictions and conditions in Paragraph 1 shall
lapse only with respect to the number of Restricted Stock Units specified as vested on such date.


 


	Incremental Number of

Restricted Stock Units Vested	Vesting Date
	 	 
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	_____________ (___%)	_______________
	 	 


The Administrator may at any time accelerate
the vesting schedule specified in this Paragraph 2.


 


3.            
Termination of Service as a Non-Employee Director. If the Grantee’s service with the Company and its Subsidiaries
as a member of the Board terminates for any reason (including death or disability) prior to the satisfaction of the vesting conditions
set forth in Paragraph 2 above, any Restricted Stock Units that have not vested as of such date shall automatically and without
notice terminate and be forfeited, and neither the Grantee nor any of his or her successors, heirs, assigns, or personal representatives
will thereafter have any further rights or interests in such unvested Restricted Stock Units.


 






    


     


    

 


4.            
Issuance of Shares of Stock. As soon as practicable following each Vesting Date (but in no event later than two and
one-half months after the end of the year in which the Vesting Date occurs), the Company shall issue to the Grantee the number
of shares of Stock equal to the aggregate number of Restricted Stock Units that have vested pursuant to Paragraph 2 of this Agreement
on such date and the Grantee shall thereafter have all the rights of a stockholder of the Company with respect to such shares.


 


5.            
Incorporation of Plan. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed
by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized
terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein.


 


6.            
Section 409A of the Code. This Agreement shall be interpreted in such a manner that all provisions relating to the
settlement of the Award are exempt from the requirements of Section 409A of the Code as “short-term deferrals” as described
in Section 409A of the Code.


 


7.           
No Obligation to Continue as a Non-Employee Director. Neither the Plan nor this Award confers upon the Grantee any
rights with respect to continuance as a Non-Employee Director.


 


8.          
Integration. This Agreement constitutes the entire agreement between the parties with respect to this Award and supersedes
all prior agreements and discussions between the parties concerning such subject matter.


 


9.           
Tax Withholding. To the extent applicable, the Grantee shall, not later than the date as of which the receipt of
this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the
Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event.
The Company shall have the authority to cause the required tax withholding obligation to be satisfied, in whole or in part, by
(i) withholding from shares of Stock to be issued to the Grantee a number of shares of Stock with an aggregate Fair Market Value
that would satisfy the withholding amount due; or (ii) causing its transfer agent to sell from the number of shares of Stock to
be issued to the Grantee, the number of shares of Stock necessary to satisfy the Federal, state and local taxes required by law
to be withheld from the Grantee on account of such transfer.


 






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10.         
Data Privacy Consent. In order to administer the Plan and this Agreement and to implement or structure future equity
grants, the Company, its subsidiaries and affiliates and certain agents thereof (together, the “Relevant Companies”)
may process any and all personal or professional data, including but not limited to Social Security or other identification number,
home address and telephone number, date of birth and other information that is necessary or desirable for the administration of
the Plan and/or this Agreement (the “Relevant Information”). By entering into this Agreement, the Grantee (i) authorizes
the Company to collect, process, register and transfer to the Relevant Companies all Relevant Information; (ii) waives any privacy
rights the Grantee may have with respect to the Relevant Information; (iii) authorizes the Relevant Companies to store and transmit
such information in electronic form; and (iv) authorizes the transfer of the Relevant Information to any jurisdiction in which
the Relevant Companies consider appropriate. The Grantee shall have access to, and the right to change, the Relevant Information.
Relevant Information will only be used in accordance with applicable law.


 


11.         
Notices. Notices hereunder shall be mailed or delivered to the Company at its principal place of business and shall
be mailed or delivered to the Grantee at the address on file with the Company or, in either case, at such other address as one
party may subsequently furnish to the other party in writing.


 


	 	TransCode Therapeutics, Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	Title:


 


The foregoing Agreement is hereby accepted
and the terms and conditions thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the
Company’s instructions to the Grantee (including through an online acceptance process) is acceptable.


 


	Dated:	 	 	 
	 	 	Grantee’s Signature
	 	 	 
	 	 	Grantee’s name and address:
	 	 	 
	 	 	 
	 	 	 


 






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