Exhibit 10.1

English Courtesy Translation of the subscription agreement entered into on March 12th, 2025

Subscription Agreement

between

Genenta Science S.p.A, with registered office in Milan, Via Olgettina no. 58, number of registration with the Companies Register and tax code 08738490963, represented by Mr. Pierluigi Paracchi, in his capacity as CEO, duly empowered (“Genenta” or the “Company”);

-    on the one hand

and

Fondazione Enea Tech e Biomedical, with registered office in Rome, Via Po, n. 12, tax code 96469190589 and VAT number 15959181007, represented by Maria Cristina Porta, , in his capacity as general manager, duly empowered (“Enea” or the “Investor”);

-    on the other side

(Genenta and Enea are hereinafter referred to jointly as “Parties” or individually as “Party”)

WHEREAS:

All of the above, between the Parties

it is agreed and stipulated

the following:

SECTION

GENERAL PRINCIPLES

SECTION II

THE FIRST TRANCHE

SECTION III

THE SECOND TRANCHE

Section IV

CONVERSION

By signing this Agreement the Company:

The Company further undertakes to Enea, inter alia, to ensure that the provisions of this Agreements are applied mutatis mutandis to the entity resulting from any extraordinary transactions Genenta may be subject to (e.g., merger, demerger, etc.) and that, therefore, the same are reflected in any further and different agreements that may be entered into in the context of the aforesaid extraordinary transactions.

The Company agrees and acknowledges that Enea is an investment foundation and, as such, reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently proposed). Nothing in this Agreement shall in any way preclude or restrict Enea from evaluating or acquiring any equity interests, including any publicly traded securities, of, or investing or participating in, any particular enterprise, whether or not such enterprise has products or services that compete with those of the Company. The Company expressly agrees that, to the extent permitted by Law, Enea shall not be held liable to the Company and/or any other Party for any claim and/or demand arising out of, or based upon, (i) the investment by Enea in any company competing with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Enea in connection with assisting such competing company, whether or not such action has an adverse effect on the Company and/or any of the Related Parties; provided, however, that the foregoing does not contravene the confidentiality obligations set out in this Agreement.

Enea agrees not to resell, pledge or transfer any Securities in the United States or to any US Person, as each such term is defined in Regulation S, during the 40 days following the Issue Date.

The Company and Enea undertake to accept the engagement letter that will be submitted to them by the Scientific Advisor and each of the Parties undertakes to ensure that the aforementioned engagement letter is transmitted in a reasonably useful time in order to allow Enea to confirm that the content of the same is, as far as necessary, compliant with the procedures applicable to Enea regarding the identification of the Scientific Advisor. Furthermore, Genenta undertakes to allow the Scientific Advisor access to any document reasonably required for the purpose of ascertaining and certifying the Milestone Phase 1.

The Scientific Advisor will determine and certify the achievement of the Milestone Phase 1 (the “Determination of the Scientific Advisor”). 

The Determination of the Scientific Advisor must be communicated to the Parties within 30 (thirty) Business Days from the day on which he/she received the assignment. If the Scientific Advisor is not provided with the documentation requested, such term shall be considered suspended and shall start running again from the day on which the aforementioned documentation is made available to the Scientific Advisor and he is allowed, if requested, access to the Company’s offices. 

The Determination of the Scientific Advisor - who will act as arbitrator in accordance with articles 1473 and 1349, paragraph 1, of the Civil Code - will be neither discretionary nor based on fairness, but must be reasonably justified. The Scientific Advisor’s conclusions shall be final and binding on the Company and Enea, except in cases of willful misconduct or manifest error, and shall supplement their respective contractual intentions. 

Scientific Advisor’s fees and expenses shall be borne by the Company.

The Agreement shall remain in force also after the date of the First Tranche Execution and up to the Conversion Date, in accordance with the terms set forth herein, without the necessity for the Parties to renew the assumption of those of their obligations hereunder which have not been entirely fulfilled as a result of the First Tranche Execution or as a result of the Second Tranche Execution. The Parties acknowledge that the deeds and documents signed and exchanged in the context of the First Tranche Execution and in the context of the Second Tranche Execution shall be deemed to implement the provisions of this Agreement and, therefore, such deeds and documents, unless expressly provided otherwise, shall have no novative and/or modifying and/or abdicative effect with respect to the provisions of this Agreement.

This Agreement, together with its Annexes, and the documents required to be signed or delivered pursuant hereto, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements or understandings, whether written or oral, or exchanges of correspondence between the Parties with respect to the subject matter of this Agreement and the further agreements required to be entered into hereunder.

Any amendment to the Agreement shall not be valid and binding unless it results from a written instrument signed by all the Parties.

Any communication required or permitted by the provisions of this Agreement shall be made in writing and shall be deemed effectively and validly executed upon receipt thereof, if made by hand with acknowledgement of receipt by the addressee, by registered letter with return receipt or by express courier or by PEC, in all the aforementioned cases anticipated by e-mail, provided that it is addressed as follows

(i) if to the Company:

Genenta Science S.p.A.

Via Olgettina, 58

20123 - Milan

To the attention of Pierluigi Paracchi

PEC: genentascience@legal mail.it

E-mail: pierluigi.paracchi@genenta.com

(ii) if to Enea:

Fondazione Enea Tech e Biomedical

Via Po, 1 

00198 - Roma

To the attention of Carmela Notaro – Manager Project and Investments

PEC: fondazioneeneatech@pec.it

E-mail: carmela.notaro@eneatechbiomedical.it and with copy to

Francesco.baruffi@eneatechbiomedical.it

or at such other address as each Party may notify to the other after the date of this Agreement in accordance with the foregoing provisions.

Any tolerance by either Party of conduct by the other in breach of the provisions contained in this Agreement shall not constitute a waiver of its rights arising out of the breached provisions nor of its right to demand the exact fulfilment of all terms and conditions contained in this Agreement.

Should one or more of the provisions of the Agreement be declared invalid and void or, in any event, invalid or ineffective, the Parties undertake to use their best endeavours to promptly agree on replacement agreements having the closest content to that of the provisions declared invalid and/or ineffective. In any case, the invalidity and/or ineffectiveness of one or more of the clauses shall not entail the invalidity and/or ineffectiveness of the Agreement, except as provided for in Article 1419, first paragraph, of the Italian Civil Code.

Neither Party may assign this Agreement and its rights and obligations hereunder to a third party without the prior written consent of the other Party

The headings of the individual articles or paragraphs have been placed for the sole purpose of ease of reading and, therefore, shall not be taken into account for the interpretation of this Agreement.

The following documents in the form of an Annex are attached to the Agreement as an integral and substantial part thereof:

Unless the context otherwise indicates, references this Agreement to Articles, paragraphs or Annexes shall be deemed to refer to Articles, paragraphs or Annexes of this Agreement.

The Parties undertake to sign and exchange all deeds and documents and to perform and do whatever else is necessary to fulfil and execute this Agreement.

The Contract is governed by Italian national law, by agreement of the Parties.

Exhibit 10.2

English Courtesy Translation

GENENTA SCIENCE S.P.A.

Registered office in Milan, Via Olgettina 58
Companies’ Register of Milan, Monza-Brianza, Lodi No. 08738490963
www.genenta.com

REGULATION OF THE

MANDATORY CONVERTIBLE BOND LOAN

DENOMINATED

“MANDATORY CONVERTIBLE LOAN GENENTA 2025-2028”

- Issued on March 19th, 2025 following the resolution of the Board of Directors of

Genenta Science S.p.A. of 26 February 2025

REGULATION OF THE MANDATORY CONVERTIBLE BOND LOAN

DENOMINATED

“MANDATORY CONVERTIBLE LOAN GENENTA 2025-2028”

Pursuant to the Subscription Agreement entered into between Genenta Science S.p.A. (“Genenta”, the “Issuer” or the “Company”), as the issuer, and the Investor (as defined below) on March 12th, 2025 (the “Subscription Agreement”), these regulations (hereinafter, the “Regulations”), summarise the essential terms and conditions of the mandatory convertible bond loan denominated “MANDATORY CONVERTIBLE LOAN GENENTA 2025-2028”, with an aggregate nominal value of Euro 20.000,000.00 (the “MCL”), consisting of a total of no. 2.000.00 bonds, ISIN code: IT0005641185 (the “Mandatory Convertible Bonds”) with a nominal value equal to Euro 10,000.00 each (the “Nominal Value”), to be issued in two tranches by the Issuer reserved for subscription to the Investor, at an issue price per unit equal to Euro 10.000.00 equal to 100% of the Nominal Value (the “Issue Price”), which, subject as otherwise provided for in this regulation, will be automatically converted at the predetermined maturity date (or in advance in the cases provided for below) into newly issued ordinary shares of the Issuer (the “Compendium Shares”).

The resolution relating the issue of the Mandatory Convertible Bonds was adopted by the Board of Directors in exercise of the powers granted to the Board of Directors by the Genenta Shareholders’ Meeting on 20 May 2021 pursuant to Article 2420-ter of the Italian Civil Code. The issue of the Mandatory Convertible Bonds was resolved with the exclusion of the option right, since it was entirely reserved for the Investor. The resolution to issue the Mandatory Convertible Bonds provides for the issue of an initial tranche in the amount of Euro 7,500,000.00, which will be subscribed by the Investor on today’s date (the “First Tranche Issue Date”) and the issue of a subsequent tranche in the amount of Euro 12,500.000.00 to be subscribed for by the Investor upon achievement, within 19 September 2026, of the following result milestone: (i) the achievement of safety and tolerability on the phase 1 clinical trial referred to in the Project, as defined herein, which is considered to have been achieved following verification and certification by the Scientific Advisor and (ii) approval by AIFA of the phase 2 clinical trial referred to in the Project (the “Second Tranche Issue Date” and, together with the First Tranche Issue Date, the “Issue Date”).

The Mandatory Convertible Bonds will be issued into the Monte Titoli S.p.A. centralized management system in dematerialised form pursuant to Legislative Decree No. 58 of 24 February 1998, as amended. The Issuer will keep, for the entire duration of the Mandatory Convertible Bonds, a register in which the names and details of the holders of the Bonds as well as the related transfers and conversions will be entered and recorded.

The Mandatory Convertible Bonds are registered and are not divisible; on request and against reimbursement of expenses, they may be converted into bearer bonds and vice versa.

The delivery of the Mandatory Convertible Bonds will take place by making them available to the Investor by the 10th (tenth) Business Day following the Issue Date.

In addition to the terms and expressions defined in the epigraph and in other Articles, for the purposes of this Regulation the terms and expressions herein contained with capital letters shall have the meaning hereinafter assigned to them (it being understood that terms defined in the singular shall have the corresponding meaning in the plural and vice versa):

The Mandatory Convertible Bonds are issued and denominated in Euro.

Unless otherwise provided for by applicable law, in the event that the Euro is no longer recognised by the central bank as the currency of Italy, any reference in this Regulation to the Euro and any obligations hereunder in Euro shall be understood as referring to the currency that will be recognised by the central bank as the currency of Italy (in the case of more than one currency, the one to be determined by the Issuer), at the conversion rate provided for by the law that will change the currency to be legal tender in Italy, rounded up or down as reasonably determined by the Issuer.

The MCL will have a duration from the First Tranche Issue Date until the Maturity Date, except in the event that the enjoyment of the Mandatory Convertible Bonds ceases before the Maturity Date as a result of the provisions of this Regulation.

On the Maturity Date, the Mandatory Convertible Bonds will be automatically converted into Compendium Shares pursuant to the provisions of Article 7 below.

Except as expressly provided in this Regulation, there is no provision for early redemption by the Issuer.

From the Issue Date (inclusive) until the Maturity Date, the Mandatory Convertible Bonds, from time to time issued, bear interest at a fixed annual nominal rate calculated on the Nominal Value before withholding tax, to be paid in arrear in a lump sum on the Conversion Date and in any case no later than 5 (five) Business Days from the Conversion Date in accordance with the following provisions.

There is no payment of interest through periodic coupons.

Interest accrued on the Mandatory Convertible Bonds will be paid, at the discretion of the Board of Directors of the Issuer and subject to the adoption of an appropriate resolution by it, alternatively:

It is expressly understood between the Parties that:

Each Mandatory Convertible Bond will cease to bear interest from the Conversion Date.

The payment of principal, interest and other amounts due on the Mandatory Convertible Bonds will be subject to the tax and other laws and regulations applicable in the place of payment. No fees and expenses will be charged to the Bondholder in connection with such payments.

In the event that the date for payment of principal, interest and any other sums due on the Bonds does not fall on a Business Day, payment shall be made on the immediately following Business Day and the Bondholder shall not be entitled to receive any further interest or other sums as a result of such deferred payment.

The amounts due by the Issuer in respect of the Mandatory Convertible Bonds will be paid to the persons entitled thereto by crediting the bank account indicated by the Bondholder.

The Mandatory Convertible Bonds:

No rating is to be attributed to the Issuer or to the Mandatory Convertible Bonds.

For the entire duration of the MCL, no set-off will be permitted between the debt arising from the MCL and any claims of the Issuer against the Bondholder.

On the Maturity Date, the Mandatory Convertible Bonds will be redeemed by automatic conversion, pursuant to and for the purposes of Article 2420-bis of the Italian Civil Code, into Compendium Shares, according to the Conversion Ratio. The automatic conversion will take place according to the schedule, the terms and procedures indicated below.

On the Conversion Date, the Issuer will issue the Compendium Shares to be allotted in conversion – without any additional fees and expenses for the Bondholder – and will arrange for the centralization at Monte Titoli S.p.A. of the Compendium Shares, giving confirmation through Monte Titoli S.p.A. to the Intermediaries within the 5th Business Day following the Conversion Date. The Compendium Shares granted in conversion to the Bondholder will have the same dividend entitlement as that of the Issuer’s ordinary shares in issue on the Conversion Date and will bear the coupons in force on that date.

If, after the First Tranche Issue Date and before the Maturity Date:

In the above cases, the automatic conversion of the Mandatory Convertible Bonds into Compendium Shares shall take place on the Early Conversion Date, by making the Compendium Shares available to the Bondholder by virtue of the Conversion Ratio, all of the provisions of Article 11 in relation to the determination of the Conversion Price being applicable and the provisions of Article 17 remaining unaffected in relation to the transferability of the Mandatory Convertible Bonds and Compendium Shares.

Without prejudice to further and different remedies or actions, the Bondholder shall be entitled to request the early redemption of the Mandatory Convertible Bonds by demanding the payment of a cash amount equal to 100% (one hundred per cent) of the total amount thereof in the event that (i) until the date falling 18 (eighteen) months from the First Tranche Issue Date any of the events listed in (a) through (m) below occurs; or (ii) until the Maturity Date the event listed in (n) below occurs:

The breach by the Issuer of any of its obligations under this Regulation unless such breach can be remedied and is effectively remedied within 15 (fifteen) days from the earlier of (i) the date on which the Issuer became aware of the breach or (ii) the date on which the Investor notified the Issuer of the breach;

The Issuer’s breach of all of its obligations under Article 7.1 of the Subscription Agreement, including the Issuer’s breach of: (i) its obligations to comply with Decree 231 better specified in paragraph (n) below; (ii) to enter into and repeat in a protected venue pursuant to Article 2113 of the Italian Civil Code certain settlement agreements with certain employees of the Company, better identified under Article 7.1 (ii) of the Agreement; (ii) to complete an investment of up to a maximum amount of Euro 7,500,000.00 that the Issuer is obliged to make in accordance with the provisions of the Plan, using its own financial resources, in order to support and finance exclusively the costs and expenses directly related to the Project on the basis of the Plan and in accordance with what is set out therein, as provided for under article 7.1 (vi) of the Subscription Agreement; (iv) the reporting requirements set out in more detail in Paragraph (g) below.

Any hypothesis of suspension and/or interruption by the Issuer of the activities relating to the Project due to violation of the Law or due to circumstances directly attributable to the Issuer other than any hypothesis of suspension and/or interruption ordered by entities or public authorities for circumstances directly attributable to the Issuer.

Any failure of the Issuer to comply with the provisions of the Plan in respect of any event, circumstance and/or activity:

1. aimed at the enrolment of patients recruited on the Italian territory in clinical trials other than those referred to in the Project, including, by way of example, any activity prodromal to recruitment, as well as related to the definition of inclusion and/or exclusion criteria, to the screening procedure and to the assessment of eligibility of said patients and to the informed consent procedure, which have not been previously approved by the Project Committee;

2. aimed at involvement in the manufacturing activities related to the Project of a third party not operating in the Italian territory selected among companies operating in the biotechnology and gene therapy market not previously approved by the Investor;

3. related to the execution of cooperation relationships with health facilities in which to carry out the study relating to the Project that is a health facility under foreign law (excluding the Vatican State);

4. involving a substantial alteration of the object of the phase 1 trial of the Project in the renal cancer clinical indication.

The untruthfulness in any material aspect to be understood as facts and circumstances potentially generating a liability in excess of Euro 4,000.000.00 of the statements made or repeated by the Issuer pursuant to Articles 1.1 (Capacity, Powers and Authorisations), 1.2 (Status of the Company), 1.3 (Capitalisation), 1.6 (Balance Sheet. Liabilities), 1.9 (Intellectual Property), 1.11 (Contracts), 1.13 (Related Party Transactions), 1.14 (Authorisations), 1.16 (Employment and Collaboration) of Schedule 12.1 to the Subscription Agreement unless the factual situation can be changed so as to remedy the untruthfulness and this is done within 20 (twenty) days from the earlier of (i) the date on which the Issuer became aware of the untruthfulness and (ii) the date on which the Investor notified the Issuer of the untruthfulness.

The Issuer ceases to carry on its business as currently carried on or enters into any transaction or event or series of related transactions and/or events involving the sale or other dispositive act of all or substantially all of the Issuer’s assets to a third party.

The Issuer does not fulfil its obligation to provide the Investor and the Project Committee with the Reporting Document on a quarterly on the basis of the structure and for the purposes set out in Schedule (NN) to the Subscription Agreement.

The Issuer:

With respect to the Issuer:

1. The convening of a meeting for the liquidation (or the request to go into liquidation) or the approval of such a resolution (including voluntary liquidation);

2. the commencement of negotiations, in writing, for a judicial or extrajudicial composition agreement, an assignment of assets to creditors in lieu of payment (cessio bonorum) or similar agreements with its creditors, other than the Bondholder;

3. The submission or notification by any person of a request to submit to any competitive procedure:

4. being subject to any bankruptcy or compulsory liquidation proceedings;

5. the preparation of debt restructuring plans within the meaning of Article166(3)(d) of the Corporate Crisis and Insolvency Code or debt restructuring agreements within the meaning of Article 56 of the Corporate Crisis and Insolvency Code; or

6. any other action or proceeding of an insolvency or non-contentious nature similar to those referred to in paragraphs (2) to (5) above is brought in any jurisdiction.

The delisting of the Issuer’s ADSs;

The company that certifies the Issuer’s consolidated financial statements as part of its auditing activities:

In connection with any financial indebtedness (in any event other than the MCL) the Issuer or any of its subsidiaries defaults on any payment obligations to credit institutions and/or lenders of the Issuer or any of its subsidiaries, for an amount, either individually or in the aggregate, in excess of Euro 1,000,000.00.

Any event, circumstance and/or fact occurring on or known to the Investor after the First Tranche Issue Date which may significantly affect (i) the Issuer’s operating, economic, capital and financial condition in relation to the continuation of the Project; and (ii) the Issuer’s ability to perform its obligations under this Regulation and the Subscription Agreement.

In relation to Decree 231, any breach by the Issuer and/or its directors and employees of the 231 Model and the Code of Ethics of the Company or of the Investor that leads to the existence of investigations, criminal proceedings, convictions (even if not final) or criminal sentences that have become irrevocable or sentences of application of the penalty at the request of the parties pursuant to art. 444 of the Code of Criminal Procedure or prohibitory precautionary measures for one of the predicate offences under Decree 231, or the application of the measure of judicial administration pursuant to Article 34 of the Anti-Mafia Code.

As long as there are Mandatory Convertible Bonds outstanding as unconverted and, in any event, until the Maturity Date, the Issuer undertakes:

The conversion price (“Ordinary Conversion Price”) will be determined as follows:

A discount will be applied to the Ordinary Conversion Price:

The Conversion Price will be calculated by the Conversion and Calculation Agent (as defined in Article 16 below) in accordance with and on the basis of the foregoing provisions.

In the event of early conversion, the conversion price (the “Early Conversion Price” and, together with the Ordinary Conversion Price, the “Conversion Price”) will be determined as follows:

In no event shall the Conversion Price exceed the amount of USD 17.64 per Share.

Subject to the provisions of Article 10 below, on the Conversion Date each Mandatory Convertible Bond shall be allotted a number of Compendium Shares calculated according to the following formula (the “Conversion Ratio”):

Cs = (Nv+I) /Conversion Price

where:

“Cs” means the number of Compendium Shares to which each Mandatory Convertible Bond is entitled upon conversion;

“Nv” means the Nominal Value of each Mandatory Convertible Bond;

“I” means (if the Issuer decides to pay interest in kind pursuant to Article 5 above) the amount of interest accrued and capitalized on each Mandatory Convertible Bond, pursuant to Article 5 above, from the Issue Date (inclusive) until the Conversion Date.

In the event that, on the basis of the Conversion Ratio, the Bondholder is entitled to a non-integral number of Compendium Shares, the Issuer shall pay the difference, if any, in cash, in accordance with Article 11 below.

In no event shall the application of the Conversion Ratio result in the allotment of a number of Compendium Shares representing an interest in the share capital of the “Issuer” on the Conversion Date in excess of 29%.

If, in the period between the Issue Date and the Conversion Date, the Issuer:

In any case, if in the period between the issue date of the MCL and the Conversion Date, the Issuer resolves and implements the above or other extraordinary transactions on its capital other than those considered in the previous paragraphs, or events of any kind occur that result in dilution or concentration of capital, the Issuer and the Bondholders shall agree in good faith adjustments of the Conversion Ratio and of the number of Compendium Shares according to generally accepted methods, in compliance with the laws and regulations in force and in any case in such a way as to respect the rights of the Bondholders, without prejudice to the provisions in relation to the Bondholders’ rights under this Regulation.

If an adjustment to the Conversion Ratio requires, pursuant to the following provisions, that the Issuer changes the number of, or issues, additional Compendium Shares, the Issuer will take all corporate action, to the extent permitted by applicable law, necessary to ensure that the number of Compendium Shares to be issued upon exercise of a Conversion is increased so that Bondholders can convert the Mandatory Convertible Bonds on the basis of the adjusted Conversion Ratio.

The Issuer will notify the Bondholder of the occurrence of any event that may require an adjustment of the Conversion Ratio as well as the new Conversion Ratio as modified as a result of such adjustment.

If, notwithstanding the Issuer has made all reasonable endeavours, the Additional Compendium Shares cannot be issued, the Issuer may, at its sole discretion, transfer to the Bondholders treasury shares in a number equal to the Additional Compendium Shares or shall promptly pay to the Bondholders, upon conversion, the Cash Consideration for the Additional Compendium Shares that would have been issued on the basis of the Conversion Ratio as amended.

To the extent permitted by applicable law, in connection with any adjustment of the Conversion Ratio pursuant to this Article, if the Conversion Ratio as determined is not an integer multiple of 0.001, it shall be rounded down to the nearest integer multiple of 0.001.

No Conversion Ratio adjustment will take place in the following events:

If, on the basis of the Conversion Ratio, the Bondholder is entitled, upon conversion of one or more of the Mandatory Convertible Bonds held, having regard in any case to the total amount of the Nominal Value of the same, to a non-whole number of Compendium Shares the Issuer shall deliver Compendium Shares up to the amount of the whole number rounded down and shall pay to the Bondholder the cash equivalent, rounded up to the nearest euro cent, of the fractional part multiplied by the Conversion Price.

The Issuer and the Bondholder undertake to accept the engagement text to be submitted to them by the Financial Advisor and each Party undertakes to ensure that such text is submitted in a reasonably timely manner to enable the Bondholder to confirm that the content thereof is, to the extent necessary, in accordance with the procedures applicable to the Bondholder in relation to the identification of the Financial Advisor. In addition, the Issuer undertakes to allow the Financial Advisor access to any documents reasonably necessary for the purposes of determining Fair Market Value.

The Financial Advisor shall determine the Fair Market Value (the “Financial Advisor Determination”) and, if necessary or appropriate, shall provide appropriate support to the Issuer in connection with the determination of the adjustments according to the criteria provided for in Article 13.

The Financial Advisor’s Determination shall be communicated to the parties and the Conversion and Calculation Agent within 30 (thirty) Business Days from the day of its receipt. Should the Financial Advisor not be provided with the documents requested by the same, the term shall be considered as suspended and shall start again from the day in which the aforementioned documents are made available to the Financial Advisor and the same is allowed, if requested, access to the Company’s offices.

The determination of the Financial Advisor - who shall act as arbitrator pursuant to Articles 1473 and 1349, paragraph 1, of the Civil Code - shall be neither discretionary nor fair, but shall be based exclusively on this Regulation and reasonably motivated. The Financial Advisor’s conclusions shall be final and binding, except in cases of wilful misconduct or manifest error, on the Issuer and the Bondholder and shall supplement their respective contractual wills.

The Financial Advisor’s fees and costs will be borne by the Company.

The Issuer, within 60 Business Days from the date of adoption of these Regulation, with a specific agreement, the content of which must be considered substantially and formally satisfactory to the Bondholder at its absolute discretion (the “Mandate”) shall entrust [•] (the “Conversion and Calculation Agent”), for the entire duration of the MCL (in accordance with the provisions of Article 4), with the task of taking care of the fulfilments relating to the management of the conversion of the Mandatory Convertible Bonds into Compendium Shares, as well as the early conversion of the Mandatory Convertible Bonds (in the case provided for in Article 8) and the task of carrying out the verifications and calculations relating to the Mandatory Convertible Bonds as provided for in this Regulation.

The Conversion and Calculation Agent shall notably:

The Conversion and Calculation Agent shall act independently and with independent judgment and, therefore, its determinations made pursuant to this Regulation shall (except in cases of fraud or gross negligence) be considered final and binding on the Issuer and the Bondholder.

A copy of the Mandate will be available, without charge to the Bondholder, at the offices of the Issuer and the Conversion and Calculation Agent.

The Mandate will have a duration equal to the duration of the MCL as stipulated in Article 4 above.

In the event of early termination of the Mandate for any reason or cause whatsoever, the Issuer shall: (i) appoint a new Conversion and Calculation Agent no later than 5 (five) Business Days after the cause for early termination of the Mandate has occurred; and (ii) provide timely written notice to the Bondholder of the early termination of the Mandate and the appointment of the new Conversion and Calculation Agent].

The Mandatory Convertible Bonds (and the related obligations, rights and relationships) owned by the Investor, as original subscriber on the Issue Date, may not be transferred, either in whole or in part.

The Compendium Shares, once issued, will be subject to lock-up for the period of two years, subject to the different term provided below and therefore during this period the Investor may not assign, transfer or otherwise dispose of the Compendium Shares without Genenta’s consent. The Compendium Shares issued in the event of mandatory early conversion, upon the occurrence of a Change of Control or an Investment Round will be subject to a lock-up period of one year.

In any event, it should be noted that the Mandatory Convertible Bonds have not been, and the Compendium Shares issued in exercise of the conversion of the Mandatory Convertible Bonds will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or under the U.S. Securities Laws of any state of the United States. Pursuant to the applicable restrictions on transferability set forth above, such securities may not be transferred, sold, offered for sale, pledged or hypothecated: (A) in the absence of: (1) an effective registration statement filed under the Securities Act; (2) an exemption or other exception under the Securities Act and such other “U.S. Securities Laws” as may be applicable; or (3) the making available to the Company of a legal opinion reasonably satisfactory to the Company certifying that such registration is not required; and (B) within the United States or to - or for the account or benefit of - a so-called “U.S. person” (as each such term is defined in Rule 902 of Regulation S under the Securities Act) during the 40 days following the consummation of the purchase of the Mandatory Convertible Bonds. Any attempt to transfer, sell, pledge or hypothecate such securities in violation of these restrictions shall be void.

In case of no single Bondholder, the provisions of Articles 2415 et seq. of the Italian Civil Code shall apply.

Proceeds relating to the Mandatory Convertible Bonds as well as capital gains from the sale of the Mandatory Convertible Bonds will be subject to the taxation regime in force from time to time.

All notices contemplated or permitted by this Regulation shall be made in the Italian language and in writing, by registered letter with acknowledgement of receipt or hand-delivered letter, or by e-mail, confirmed by a subsequent registered letter with acknowledgement of receipt or by hand-delivered letter or by written confirmation also by e-mail message from the addressee.

Any notices and communications required or permitted by this Regulation shall be addressed to the Bondholder.

The MCL and this Regulation are governed by Italian law.

For any dispute connected with the Mandatory Convertible Bonds or with this Regulation, the Court of Milan shall have exclusive jurisdiction.

Ownership of the Mandatory Convertible Bonds implies full acceptance of all the conditions set forth in this Regulation. For matters not expressly regulated in this Regulation, the provisions of the law shall apply.

Without the need for the prior consent of the Bondholder, the Issuer may make such amendments to this Regulation as it deems necessary or even only advisable for the purpose of removing material errors, ambiguities or inaccuracies in the text of a technical nature or required by law, provided that such amendments do not affect the rights and interests of the Bondholder and are solely for the benefit of the Bondholder. Any changes shall be promptly notified to the Bondholder in the manner provided for in Article 20.

Any reference to a “day” or to a number of “days” shall be construed as a reference to a calendar day or to a number of calendar days; notwithstanding the provisions of the last paragraph of Article 2963 of the Italian Civil Code, if any act or performance is to be performed, pursuant to this Regulation, on or by a specific calendar day and such day is not a Business Day such act or performance shall be performed on the first Bank Business Day immediately thereafter.

Any reference to a “month” or a “year” shall be construed as a reference to a period beginning on a given day of a calendar month and ending on the numerically corresponding day of the following calendar month or year, respectively, or, if such day is not a Bank Business Day, on the immediately following Bank Business Day, subject in any event to the provisions of the last paragraph of Article 2963 of the Italian Civil Code.

Unless the context excludes it, any reference to a rule, law, decree, regulation, measure or provision, or to acts and contracts, shall be construed as a reference to such rule, law, decree, regulation, measure, provision, act or contract as in force from time to time even after subsequent amendments or additions.