5,714,286 Shares DICERNA PHARMACEUTICALS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • December 18th, 2017 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
ContractWarrant Agreement • December 18th, 2017 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE SHARES OF CAPITAL STOCK ISSUED UPON ANY EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON, INCLUDING A PLEDGEE, UNLESS (1) EITHER (A) A REGISTRATION STATEMENT WITH RESPECT THERETO SHALL BE EFFECTIVE UNDER THE SECURITIES ACT, OR (B) THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT IS AVAILABLE, AND (2) THERE SHALL HAVE BEEN COMPLIANCE WITH ALL APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.
FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 18th, 2017 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into this [•]th day of December, 2017, and amends that certain Amended and Restated Registration Rights Agreement dated as of April 11, 2017 (the “Registration Rights Agreement”) by and among the Company and the Investors (as defined therein) . Capitalized terms used but not otherwise defined in this Amendment shall have the meanings given to such terms in the Registration Rights Agreement.
