Exhibit 4.4
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of December 11, 2023, by and between Prelude Therapeutics Incorporated, a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
RECITALS
WHEREAS, the Company and the Investors previously entered into that certain Registration Rights Agreement, dated as of December 20, 2020 (the “Original Registration Rights Agreement”).
WHEREAS, the Company and the Investors are entering into a Securities Purchase Agreement, dated as of the date hereof (the “Securities Purchase Agreement”), pursuant to which the Company will issue and sell to the Investors pre-funded warrants to purchase Pre-Funded Warrant Shares (as defined below).
WHEREAS, in connection with entering into the Securities Purchase Agreement, the Company and the Investors wish to amend certain arrangements with respect to the Original Registration Rights Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Definitions
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Resale Registration Rights
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Miscellaneous
If to the Investors: | At such Investor’s address as set forth on Schedule A hereto |
If to the Company: | 175 Innovation Boulevard |
with a copy to: | Fenwick & West LLP Seattle, WA 98101 Email: |
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[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
PRELUDE THERAPEUTICS INCORPORATED
By:
Name: Krishna Vaddi
Title: Chief Executive Officer
[Signature Page to Registration Rights Agreement]
IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
[Investor]
By:
Name:
Title:
[INVESTOR]
By:
Name:
Title:
[Signature Page to Registration Rights Agreement]
Schedule A
The Investors
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