0001628280-18-000509 Sample Contracts

CLASS A WARRANT TO PURCHASE SHARES OF COMMON STOCK OF

Genocea Biosciences, Inc. • January 19th, 2018 • Biological products, (no disgnostic substances) • New York

• Company
  Genocea Biosciences, Inc.
• Filed
  January 19th, 2018
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  New York

This Class A Warrant (the “Warrant”) is issued by Genocea Biosciences, Inc., a Delaware corporation (the “Company”), to [________], or its registered assigns (including any successors or assigns, the “Holder”), and is subject to the terms and conditions set forth below. The Warrant is being issued pursuant to a Warrant Agreement between the Company and Computershare Inc., a Delaware corporation (“Computershare”) and its fully owned subsidiary Computershare Trust Company, N.A., a national banking association (collectively with Computershare, the “Warrant Agent”).

Genocea Biosciences, Inc. 53,365,000 Shares of Common Stock ($0.001 par value per share) and 53,365,000 Class A Warrants to Purchase up to 26,682,500 Shares of Common Stock Underwriting Agreement

Warrant Agreement • January 19th, 2018 • Genocea Biosciences, Inc. • Biological products, (no disgnostic substances) • New York

• Contract Type
  Warrant Agreement
• Filed
  January 19th, 2018
• Company
  Genocea Biosciences, Inc.
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  New York

Genocea Biosciences, Inc., a corporation organized under the laws of the State of Delaware (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), (i) 53,365,000 shares (the “Firm Shares”) of common stock, $0.001 par value (the “Common Stock”), of the Company and (ii) 53,365,000 Class A Warrants of the Company to purchase an aggregate of 26,682,500 shares of the Common Stock (the “Firm Warrants”) of the Company. The Company also proposes to grant to the Underwriters an option to purchase up to (i) 8,004,750 additional shares of the Common Stock (the “Option Shares” and together with the Firm Shares, the “Shares”) and/or (ii) 8,004,750 additional Class A Warrants to purchase up to an additional 4,002,375 shares of the Common Stock (the “Option Warrants” and together with the Firm Warrants, the “Warrants”) (such Shares and Warrants (including the Option Shares and the