FIRST AMENDMENT TO
THIRD AMENDED AND RESTATED VOTING AGREEMENT
This First Amendment to Third Amended and Restated Voting Agreement (this Amendment), effective as of March 29, 2021, is made by and among Caribou Biosciences, Inc., a Delaware corporation (the Company), PFM Health Sciences, LP and certain stockholders of the Company with reference to that certain Third Amended and Restated Voting Agreement dated as of March 2, 2021 (the Voting Agreement) by and among the holders of the Companys Series A Preferred Stock, $0.0001 par value per share (Series A Preferred Stock), the holders of the Companys Series A-1 Preferred Stock, $0.0001 par value per share (Series A-1 Preferred Stock), the holders of the Companys Series B Preferred Stock, $0.0001 par value per share (the Series B Preferred Stock), the holders of the Companys Series C Preferred Stock, $0.0001 par value per share (the Series C Preferred Stock; and referred to herein collectively with the Series A Preferred Stock, the Series A-1 Preferred Stock, and the Series B Preferred Stock, the Preferred Stock; the holders of the Preferred Stock collectively are referred to herein as the Investors), and certain other stockholders of the Company (the Key Holders; and together collectively with the Investors, the Stockholders). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Voting Agreement (without giving effect to this Amendment).
A. The Fourth Amended and Restated Certificate of Incorporation of the Company provides that the holders of record of the Series A Preferred Stock, Series A-1 Preferred Stock and Series B Preferred Stock, exclusively and as a single separate class on an as-converted to Common Stock basis, are entitled to elect one (1) director of the Company (the Series A/A-1/B Preferred Director).
B. The Voting Agreement, among other things, grants F-Prime Capital Partners Healthcare Fund IV LP (F-Prime) the right, for so long as F-Prime and its Affiliates (as defined in the Voting Agreement) continue to own beneficially at least 1,019,692 shares of the Common Stock, par value $0.0001 per share, of the Company (the Common Stock), including shares of Common Stock issued or issuable upon conversion of the Series A-1 Preferred Stock), to designate the individual to serve as the Series A/A-1/B Preferred Director (the Series A/A-1/B Designee).
B. The Company and the Stockholders, at the request of F-Prime, desire to amend the Voting Agreement to provide that the Series A/A-1/B Designee be designated by management of the Company and approved by a majority of the remaining Board members, in lieu of designation by F-Prime.
D. Pursuant to Section 6.8 of the Voting Agreement, (i) the Voting Agreement may be amended, waived, discharged or terminated only by a written instrument executed by (1) the Company; (2) the Key Holders holding a majority of the shares of Common Stock then held by the Key Holders who are then employed by the Company; and (3) the holders of at least a majority of the shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock held by the Investors (voting as a single class and on an as-converted to Common Stock basis) and (ii) notwithstanding the foregoing, Section 1.2(a), Section 1.4(a) (with respect to F-Prime), and clause (i) of Section 6.8(e) of the Voting Agreement may not be amended or waived without the written consent of F-Prime.
E. The Company and the Stockholders (including F-Prime) desire to amend the Voting Agreement consistent with the above and the undersigned hold the requisite vote to so amend the Voting Agreement, which amendment shall be binding on all parties to the Voting Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows: