Prime Medicine, Inc. 19,200,001 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,200,005 Shares of Common Stock Underwriting AgreementPrime Medicine, Inc. • February 16th, 2024 • Biological products, (no disgnostic substances) • New York
Prime Medicine, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), (i) an aggregate of 19,200,001 shares of common stock, par value $0.00001 per share (the “Common Stock”), of the Company (the “Underwritten Shares”) and (ii) pre-funded warrants to purchase an aggregate of 3,200,005 shares of Common Stock of the Company, in a form to be mutually agreed by the Company and the Representatives (the “Warrants”) and, at the option of the Underwriters, up to an additional 3,360,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities.” The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Shares and the Warrants are herein referred as the “Securities.” The shares of Common Stock issuable up
