Prime Medicine, Inc. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • September 23rd, 2022 • Prime Medicine, Inc. • 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”), an aggregate of [l] shares of common stock, par value $0.00001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [l] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 20th day of April 2021 by and among Prime Medicine, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any additional party that becomes a party to this Agreement in accordance with Section 6.9 hereof.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”) is made between Prime Medicine, Inc., a Delaware corporation (the “Company”), and Carman Alenson (the “Executive”) to amend and restate that certain employment agreement between the Company and the Executive dated as of April 25, 2022 (the “2022 Prior Agreement”). This Agreement amends and restates the 2022 Prior Agreement and is effective upon the execution of the parties (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below) and subject to Section 11, this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the employment agreement between the Executive and the Company executed June 7, 2021 (the “Prior Agreement”), and (ii) any other offer letter, employment agreement or severance agreement.
Amendment to Consulting AgreementConsulting Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
This Amendment to the Consulting Agreement (the “Amendment”), effective October 22, 2021 (the “Amendment Effective Date”), is made and entered into by and between Prime Medicine, Inc. (the “Company”), and David R. Liu (the “Consultant”).
Employee Confidentiality, Assignment and Nonsolicitation AgreementEmployee Confidentiality, Assignment and Nonsolicitation Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances)
In consideration and as a condition of the commencement of my employment or my continued employment by Prime Medicine, Inc. (including its subsidiaries and other affiliates and its and their successors and assigns, the “Company”), I enter into this Employee Confidentiality, Assignment and Nonsolicitation Agreement (the “Agreement”) and agree as follows:
PRIME MEDICINE, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Prime Medicine, Inc., a Delaware corporation (the “Company”), and [Officer Name] (“Indemnitee”).1
PRIME MEDICINE, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [Date] by and between Prime Medicine, Inc., a Delaware corporation (the “Company”), and [Director Name] (“Indemnitee”).
CONSULTING AGREEMENTConsulting Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This Consulting Agreement (this “Agreement”) is made as of September 13, 2019 (the “Effective Date”). In consideration of retaining David R. Liu (the “Consultant”) by Prime Medicine, Inc. (the “Company”), a Delaware company, the parties agree as follows:
License AgreementLicense Agreement • September 23rd, 2022 • Prime Medicine, Inc. • Biological products, (no disgnostic substances) • Massachusetts
This License Agreement, made and entered into as of March 16, 2020 (“Agreement”), is by and between Prime Medicine, Inc., a Delaware corporation, having a place of business located at One Main Street, 13th Floor, Cambridge, MA 02142(“Licensee”) and MIL 21E, LLC a Delaware limited liability company having a place of business located at 21 Erie Street, Cambridge, MA 02139 (“Licensor”).
