AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT
This AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT is made as of August 21, 2020 (the Effective Date), by and among Prelude Therapeutics Incorporated, a Delaware corporation (the Company), and each holder of the Companys Preferred Stock (as defined below) listed on Schedule A (with all such Persons, together with any subsequent transferees who become parties hereto as Investors pursuant to the terms hereof, the Investors).
WHEREAS, the Company and certain of the Investors are parties to that certain Series C Preferred Stock Purchase Agreement of even date herewith by and among the Company and such Investors (the Purchase Agreement) under which certain of the Companys and such Investors obligations are conditioned upon the execution and delivery of this Agreement by the Company and the Investors;
WHEREAS, the Company, the Investors who are holders of the Companys Series A Preferred Stock, par value $0.0001 per share (the Series A Preferred Stock), the Investors who are holders of the Companys Series B Preferred Stock, par value $0.0001 per share (the Series B Preferred Stock), and certain holders of shares of the Companys Common Stock previously entered into that certain Amended and Restated Investors Rights Agreement dated as of May 31, 2019 (the Prior Agreement); and
WHEREAS, the parties wish to enter into this Agreement to (i) amend and restate in its entirety the Prior Agreement to include the holders of Series C Preferred Stock and to amend and restate the obligations set forth therein and (ii) induce certain of the Investors to enter into the Purchase Agreement and consummate the transactions contemplated thereunder.
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions. For purposes of this Agreement:
1.1 Affiliate means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person or any venture capital fund or other investment fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company or investment adviser with, such Person.
1.2 BBA Director and an OM Director means a director of the Company that is appointed by BBA and OrbiMed, respectively, pursuant to the terms of the Voting Agreement.
1.3 Beneficially Own or any variation thereof shall have the meaning set forth under Rule 13d-3 under the Exchange Act, including any interpretations thereof by the Staff of the SEC.
1.4 Common Stock means shares of the Companys common stock, par value $0.0001 per share, including the Voting Common Stock and Non-Voting Common Stock (each as defined in the Restated Certificate).
1.5 Competitor means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in commercial activities directly competitive with the commercial activities engaged in by the Company; provided, however, the term Competitor shall not include any financial investment firm or collective investment vehicle (including any venture capital fund). For purposes of clarity, if a financial investment firm or collective investment vehicle (including any venture capital fund) owns a portfolio company or any interest in a portfolio company that is engaged in commercial activities directly competitive with the