Form 8-K

8-K — Editas Medicine, Inc.

Accession: 0001104659-26-066317

Filed: 2026-05-26

Period: 2026-05-26

CIK: 0001650664

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — tm2615565d3_8k.htm (Primary)

EX-1.1 — EXHIBIT 1.1 (tm2615565d3_ex1-1.htm)

EX-4.1 — EXHIBIT 4.1 (tm2615565d3_ex4-1.htm)

EX-5.1 — EXHIBIT 5.1 (tm2615565d3_ex5-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2615565d3_ex99-1.htm)

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GRAPHIC (tm2615565d3_ex5-1img001.jpg)

GRAPHIC (tm2615565d3_ex5-1img002.jpg)

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8-K — FORM 8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 26, 2026

Editas

Medicine, Inc.

(Exact Name of Registrant as Specified in

its Charter)

Delaware

001-37687

46-4097528

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer Identification No.)

11 Hurley Street

Cambridge, Massachusetts

02141

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including

area code: (617) 401-9000

(Former Name or Former Address, if Changed

Since Last Report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

EDIT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the

registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards

provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

Public Offering

On May 26, 2026, Editas

Medicine, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)

with Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC as representatives of the underwriters named therein (the

“Underwriters”), relating to an underwritten public offering of 55,555,556 shares (the “Underwritten

Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), and accompanying

common stock warrants (the “Common Stock Warrants”) to purchase up to 55,555,556 shares of Common Stock (or pre-funded

warrants to purchase shares of Common Stock in lieu thereof (the “Pre-Funded Warrants”)). All of the Underwritten Shares

and the Common Stock Warrants are being sold by the Company. Each Underwritten Share is being offered and sold together with an

accompanying Common Stock Warrant at a combined public offering price of $2.25. The Underwriters have agreed to purchase each

Underwritten Share and accompanying Common Stock Warrant from the Company pursuant to the Underwriting Agreement at a combined price

of $2.1150.

The Company estimates that the net proceeds from

the offering will be approximately $117.0 million, after deducting underwriting discounts and commissions and estimated offering expenses,

and excluding any proceeds that may be received from the exercise of the Common Stock Warrants. If all of the Common Stock Warrants sold in the offering were to be exercised in cash for shares of Common Stock, the Company would receive

additional proceeds of approximately $192.5 million.

The Underwritten Shares and the Common Stock

Warrants will be issued pursuant to a shelf registration statement on Form S-3 that the Company filed with the Securities and

Exchange Commission (the “SEC”) on February 28, 2024 (File No. 333-277471), as amended by Post-Effective

Amendment No. 1 to Form S-3 Registration Statement and Post-Effective Amendment No. 2 to Form S-3 Registration

Statement, both filed with the SEC on March 5, 2025 and declared effective on March 21, 2025. A prospectus supplement relating to the offering has been filed with the

SEC. The closing of the offering is expected to take place on or about May 27, 2026, subject to the satisfaction of customary

closing conditions.

Each Common Stock Warrant will have an exercise

price of $3.50 per share (or $3.4999 if the Common Stock Warrant is being exercised for Pre-Funded Warrants). The exercise price of the Common Stock Warrants may only be paid in cash, subject to a limited exception

as set forth in the Common Stock Warrant. The Common Stock Warrants will be immediately exercisable and will be exercisable from the date

of issuance and will expire on the earlier of (i) the date that is 30 days following the first public announcement by the Company

of Phase 1 clinical data for the Company’s product candidate, EDIT-401, that discloses at least three patients in the trial that

each demonstrated greater than 80% reduction in LDL-cholesterol as compared to baseline with at least one (1) month of follow-up

and (ii) the date that is three years after the date of issuance. Under the terms of the Common Stock Warrants, the Company may not

effect the exercise of any Common Stock Warrant, and a holder will not be entitled to exercise any portion of any Common Stock Warrant,

that, upon giving effect to such exercise, would cause (1) the aggregate number of shares of Common Stock beneficially owned by such

holder (together with its affiliates) to exceed 4.99% or 9.99%, as elected by the holder, of the number of shares of Common Stock outstanding

immediately after giving effect to the exercise; or (2) the combined voting power of the Company’s securities beneficially

owned by such holder (together with its affiliates) to exceed 4.99% or 9.99%, as elected by the holder, of the combined voting power of

all of the Company’s securities outstanding immediately after giving effect to the exercise, as such percentage ownership is determined

in accordance with the terms of the Common Stock Warrant. However, any holder of a Common Stock Warrant may increase or decrease such

percentage to any other percentage not in excess of 19.99% provided that any such increase will not be effective until the 61st day after

notice from the holder is delivered to the Company. To the extent that specified limitations described herein restrict the exercise of the Common Stock Warrants, a holder may choose, in

lieu of receiving Common Stock upon exercise of such warrants, to receive a Pre-Funded Warrant to purchase an identical number of shares

of Common Stock it would have received upon the exercise of its Common Stock Warrants; except that the applicable exercise price shall

instead be the exercise price less $0.0001 per share, and the resulting issued Pre-Funded Warrant shall have an exercise price of $0.0001

per share.

Any Pre-Funded Warrant issued upon the

exercise of Common Stock Warrants will have an exercise price of $0.0001 per share, and will be immediately exercisable for one

share of common stock. Each Pre-Funded Warrant will be exercisable at any time after their original issuance and will expire on the

date the warrant is exercised in full. Under the terms of the Pre-Funded Warrants, the Company may not effect the exercise of any

portion of such Pre-Funded Warrant, and a holder will not be entitled to exercise any portion of any such Pre-Funded Warrant, that,

upon giving effect to such exercise, would cause (1) the aggregate number of shares of Common Stock beneficially owned by such

holder (together with its affiliates) to exceed 4.99% or 9.99%, as elected by the holder, of the number of shares of Common Stock

outstanding immediately after giving effect to the exercise; or (2) the combined voting power of the Company’s securities

beneficially owned by such holder (together with its affiliates) to exceed 4.99% or 9.99%, as elected by the holder, of the combined

voting power of all of the Company’s securities outstanding immediately after giving effect to the exercise, as such

percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant. However, any holder of

a Pre-Funded Warrant may increase or decrease such percentage to any other percentage not in excess of 19.99% provided

that such increase will not be effective until the 61st day after notice from the holder is delivered to the Company.

Upon the consummation of a fundamental

transaction (as described in the Common Stock Warrants and any Pre-Funded Warrants, and generally including any merger or

consolidation with or into another person in which the Company is not the surviving entity, the sale of all or substantially all of

the Company’s assets, the acquisition of more than 50% of the outstanding Common Stock, or any person or group becoming the

beneficial owner of more than 50% of the voting power of the outstanding Common Stock, or any reclassification or compulsory share

exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property), the

holders of the Common Stock Warrants and any Pre-Funded Warrants will have the right to receive, upon exercise of the Common Stock

Warrants or Pre-Funded Warrants, as applicable, the same amount and kind of securities, cash or property that such holders would

have been entitled to receive had they exercised such Common Stock Warrants or Pre-Funded Warrants, as applicable immediately prior

to such fundamental transaction, without regard to any limitations on exercise contained in the Common

Stock Warrants or Pre-Funded Warrants, as applicable.

The Underwriting Agreement contains customary representations,

warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the

Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination

provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such

agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed

upon by the contracting parties.

The foregoing descriptions of the terms of

the Underwriting Agreement, the Common Stock Warrants and the Pre-Funded Warrants are qualified in their entirety by reference to

the Underwriting Agreement and the Form of Common Stock Warrant (including the form of Pre-Funded Warrant attached as an

exhibit thereto), which are filed hereto as Exhibit 1.1 and Exhibit 4.1, respectively, and incorporated by

reference herein.

A copy of the legal opinion and consent of

Wilmer Cutler Pickering Hale and Dorr LLP relating to the Underwritten Shares, the Common Stock Warrants, the Pre-Funded Warrants

and the shares of Common Stock underlying the Common Stock Warrants and the Pre-Funded Warrants issuable upon exercise thereof is

attached as Exhibit 5.1 hereto.

Item 8.01. Other Events.

The full text of the press release announcing the

pricing of the underwritten public offering on May 26, 2026 is attached as Exhibit 99.1 hereto and is incorporated herein by

reference.

Cash Runway

Based upon the Company’s current plans and

forecasted expenses, the Company estimates that the net proceeds from the underwritten offering, together with the Company’s cash

and cash equivalents as of March 31, 2026, will enable the Company to fund its operations into the second half of 2028. The Company has based this

estimate on assumptions that may prove to be wrong, and the Company could use its available capital resources sooner than it currently

expects.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking

statements and information within the meaning of The Private Securities Litigation Reform Act of 1995. The words “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “plan,” “potential,” “predict,” “project,” “target,” “should,”

“would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements

contain these identifying words. Forward-looking statements in this Current Report on Form 8-K include statements regarding the Company’s

expectations regarding its cash runway, the anticipated closing of the offering and the expected net proceeds of the offering. The Company

may not actually achieve the plans, intentions, or expectations disclosed in these forward-looking statements, and you should not place

undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations

disclosed in these forward-looking statements as a result of various important factors, including risks associated with uncertainties

related to market conditions and the satisfaction of customary closing conditions related to the offering; and uncertainties with respect

to the availability of resources and financing sufficient to fund the Company’s foreseeable and unforeseeable operating expenses

and capital expenditure requirements. These and other risks are described in greater detail under the caption “Risk Factors”

included in the Company’s most recent Annual Report on Form 10-K, which is on file with the SEC, as updated by the Company’s

subsequent filings with the SEC, and in other filings that the Company may make with the SEC in the future. Any forward-looking statements

contained in this Current Report on Form 8-K represent the Company’s views only as of the date hereof and should not be relied

upon as representing its views as of any subsequent date. Except as required by law, the Company explicitly disclaims any obligation to

update any forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

1.1

Underwriting Agreement, dated May 26, 2026, by and among the Company, Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC

4.1

Form of

Common Stock Warrant (including the form of Pre-Funded Warrant attached as an exhibit thereto)

5.1

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP

23.1

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

99.1

Press Release dated May 26, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly

authorized.

EDITAS MEDICINE, INC.

Date: May 26, 2026

By:

/s/ Amy Parison

Amy Parison

Chief Financial Officer

EX-1.1 — EXHIBIT 1.1

EX-1.1

Filename: tm2615565d3_ex1-1.htm · Sequence: 2

Exhibit 1.1

EDITAS MEDICINE, INC.

55,555,556

SHARES OF COMMON STOCK, $0.0001 PAR VALUE PER SHARE

WARRANTS TO PURCHASE 55,555,556 SHARES OF COMMON STOCK

UNDERWRITING AGREEMENT

May 26, 2026

Cantor Fitzgerald & Co.

Wells Fargo Securities, LLC

As Representatives for the several

Underwriters named in Schedule I hereto

c/o Cantor Fitzgerald & Co.

110 E. 59th St., 6th Floor

New York, New York 10022

c/o Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Ladies and Gentlemen:

Editas Medicine, Inc.,

a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I

hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”),

55,555,556 shares of its common stock, par value $0.0001 per share (the “Shares”) and accompanying warrants to purchase

up to 55,555,556 shares of the Company’s common stock at an exercise price of $3.50 per share (or, in lieu of shares of common stock,

pre-funded warrants to purchase shares of the Company’s common stock at an exercise price of $0.0001 per share (the “Pre-Funded

Warrants”), at an exercise price of $3.4999 per Pre-Funded Warrant), subject to conditions stated therein (the “Common

Warrants” and, together with the Shares, the “Securities”). The shares of the Company’s common stock

issuable upon exercise of the Common Warrants (including any shares of the Company’s common stock issuable upon exercise of Pre-Funded

Warrants originally issued upon exercise of Common Warrants) are herein referred to as the “Warrant Shares.” The shares

of common stock, par value $0.0001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are

hereinafter referred to as the “Common Stock.” Each Share is being sold together with a Common Warrant to purchase

one share of Common Stock.

The

Company originally filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement

as defined in Rule 405 (“Rule 405”) under the Securities Act of 1933, as amended (the “Securities

Act”), including a prospectus, on Form S-3ASR (File No. 333-277471) relating to securities (the “Shelf

Securities”), including the Securities, to be issued from time to time by the Company, on February 28, 2024, as amended

by Post-Effective Amendment No.1 and Post-Effective Amendment No. 2, each filed by the Company with the Commission on March 5,

2025, which shelf registration statement was declared effective by the Commission on March 21, 2025. The various parts of the registration

statement, including all exhibits thereto, any prospectus supplement relating to the Shelf Securities or the Securities that is filed

with the Commission and the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant

to Rule 430A or Rule 430B under the Securities Act, each as amended at the time such part of the registration statement became

effective, are hereinafter collectively referred to as the “Registration Statement.” Any registration statement

filed pursuant to Rule 462(b) of the Securities Act is herein called the “Rule 462(b) Registration Statement”

and, after such filing, the term “Registration Statement” shall include any Rule 462(b) Registration Statement.

The base prospectus filed as part of such Registration Statement, in the form in which it has most recently been filed with the Commission

on or prior to the date of this underwriting agreement (the “Agreement”), is hereinafter referred to as the “Basic

Prospectus.” Any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with

the Commission pursuant to Rule 424(b) under the Securities Act is hereinafter called a “preliminary prospectus.”

The Basic Prospectus, as amended and supplemented by a prospectus supplement specifically relating to the Securities (if any) in the form

first used to confirm sales of the Securities (or in the form first made available to the Underwriters by the Company to meet requests

of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “Pricing Prospectus.”

The form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Securities

Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus.”

For purposes of this Agreement,

“free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, “Time of Sale

Prospectus” means the Pricing Prospectus and the documents and pricing information set forth in Schedule II hereto, and “broadly

available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities

Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,” “Basic

Prospectus,” “preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include

the documents, if any, incorporated by reference therein as of the date hereof. The terms “supplement,” “amendment”

and “amend” as used herein with respect to the Registration Statement, the Basic Prospectus, the Time of Sale Prospectus,

any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant

to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are deemed to be incorporated by reference

therein.

1.            Representations

and Warranties of the Company. The Company represents and warrants to and agrees with each of the Underwriters that:

(a)            The

Company meets the requirements for use of Form S-3 under the Securities Act. The Registration Statement has become effective; no

stop order suspending the effectiveness of the Registration Statement is in effect, and no proceedings for such purpose are pending before

or, to the knowledge of the Company, threatened by the Commission. If the Registration Statement is an automatic shelf registration statement

as defined in Rule 405 under the Securities Act, the Company is a well-known seasoned issuer (as defined in Rule 405 under the

Securities Act) eligible to use the Registration Statement as an automatic shelf registration statement and the Company has not received

notice that the Commission objects to the use of the Registration Statement as an automatic shelf registration statement.

(b)            (i) Each

document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale Prospectus or the

Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations

of the Commission thereunder, (ii) each part of the Registration Statement, when such part

became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement

of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading,

(iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state

a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement

and the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act

and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the

time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers

and at the Closing Date (as defined in Section ‎4), the Time of Sale Prospectus, as then amended or supplemented by the

Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the

statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road

show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit

to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading

and (vii) as of its date and the Closing Date, the Prospectus does not contain and, as amended or supplemented, if applicable, will

not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the

light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth in this

paragraph do not apply to statements or omissions in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon

information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly

for use therein.

Company is not an “ineligible issuer” in connection with the offering pursuant to Rules 164, 405 and 433 under the Securities

Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been,

or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations

of the Commission thereunder. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under

the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material

respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. Except

for the free writing prospectuses, if any, identified in Schedule II hereto, and electronic road shows, if any, each furnished to the

Representatives before first use, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representatives,

prepare, use or refer to, any free writing prospectus.

(d)            The

Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of Delaware, has

the corporate power and authority to own or lease its property and to conduct its business as described in the Time of Sale Prospectus

and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership

or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would

not have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(e)            Each

subsidiary of the Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction

of its incorporation, has the corporate power and authority to own its property and to conduct its business as described in the Time of

Sale Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business

or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in

good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole; all of the issued shares

of capital stock of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non-assessable

and are owned directly by the Company, free and clear of all liens, encumbrances, equities or claims.

(f)             This

Agreement has been duly authorized, executed and delivered by the Company.

(g)            The

authorized capital stock of the Company conforms in all material respects as to legal matters to the description thereof contained in

the Time of Sale Prospectus.

(h)            The

shares of Common Stock outstanding prior to the issuance of the Securities have been duly authorized and are validly issued, fully paid

and non-assessable.

(i)             The

Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued,

fully paid and non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights that have not been

validly waived.

(j)             The

Common Warrants (and any Pre-Funded Warrants issued upon exercise of Common Warrants) have been duly authorized and, when executed and

delivered by the Company, will be valid and binding agreements of the Company, enforceable against the Company in accordance with their

respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar

laws relating to or affecting the rights and remedies of creditors or by general equitable principles. The Warrant Shares have been duly

authorized and will be reserved for issuance upon exercise of the Common Warrants or any Pre-Funded Warrants originally issued upon exercise

of Common Warrants, as applicable, in a number sufficient to meet the current exercise requirements. The Warrant Shares, when issued and

delivered upon exercise of the Common Warrants or any Pre-Funded Warrants originally issued upon exercise of Common Warrants, as applicable,

in accordance therewith, will be validly issued, fully paid and nonassessable, and the issuance of the Warrant Shares is not subject to

any preemptive or similar rights not otherwise validly waived or satisfied.

(k)             Neither

the Company nor any of its subsidiaries is (i) in violation of any provision of its own certificate of incorporation or by-laws,

(ii) in default, and, to the knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute

such a default, in the due performance or observance of any term, covenant or condition contained in any agreement or other instrument

binding upon the Company or any of its subsidiaries, in either case to the extent that such default has had or would reasonably be expected

to have a material adverse effect on the Company and its subsidiaries, taken as a whole, or (iii) in violation of any applicable

law or statute or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any

subsidiary.

(l)             The

execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene

any provision of the certificate of incorporation or by-laws of the Company, as amended, or any agreement or other instrument binding

upon the Company or any of its subsidiaries that is material to the Company and its subsidiaries, taken as a whole, or any applicable

law or statute or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any

subsidiary, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for

the performance by the Company of its obligations under this Agreement, except such as have already been obtained or made or as may be

required by the securities or Blue Sky laws of the various states or the rules and regulations of the Financial Industry Regulatory

Authority, Inc. (“FINRA”) in connection with the offer and sale of the Securities.

(m)            There

has not occurred any material adverse change, or any development that would reasonably be expected to result in a material adverse change,

in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole,

from that set forth in the Time of Sale Prospectus.

(n)            There

are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company or any of its subsidiaries

is a party or to which any of the properties of the Company or any of its subsidiaries is subject (i) other than proceedings accurately

described in all material respects in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the

Company and its subsidiaries, taken as a whole, or on the power or ability of the Company to perform its obligations under this Agreement

or to consummate the transactions contemplated by the Time of Sale Prospectus or (ii) that are required to be described in the Registration

Statement or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents that are required

to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement that are not

described or filed as required.

(o)            Each

preliminary prospectus filed as part of the Registration Statement pursuant to Rule 424 under the Securities Act, complied when so

filed in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder.

(p)            The

Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof as described

in the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company

Act of 1940, as amended.

(q)            The

Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations

relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants

(“Environmental Laws”), (ii) have received all permits, licenses or other approvals required of them under applicable

Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit,

license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals

or failure to comply with the terms and conditions of such permits, licenses or approvals would not, individually or in the aggregate,

have a material adverse effect on the Company and its subsidiaries, taken as a whole.

(r)            There

are no costs or liabilities associated with Environmental Laws (including, without limitation, any capital or operating expenditures required

for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints

on operating activities and any potential liabilities to third parties) which would, individually or in the aggregate, have a material

adverse effect on the Company and its subsidiaries, taken as a whole.

(s)            (i) The

feasibility, pre-clinical or clinical trials and other studies or tests (x) conducted by or on behalf of or sponsored by the Company

or any of its subsidiaries, or (y) in which the Company or any of its subsidiaries has participated, that are described in the Time

of Sale Prospectus, or the results of which are referred to in the Time of Sale Prospectus, as applicable, were, and if still pending,

are being conducted in all material respects in accordance with standard medical and scientific research standards and procedures for

products or product candidates comparable to those being developed by the Company or any of its subsidiaries and all applicable statutes

and all applicable rules, regulations and guidance documents of the U.S. Food and Drug Administration (“FDA”) and comparable

regulatory agencies outside of the United States to which they are subject (collectively, the “Regulatory Authorities”)

and current Good Clinical Practices and Good Laboratory Practices; (ii) the descriptions in the Time of Sale Prospectus of the results

of such trials, studies and tests are, in all material respects, accurate and complete descriptions and fairly present the material data

derived therefrom; (iii) the Company has no knowledge of any other trials, studies or tests (x) conducted by or on behalf of

or sponsored by the Company or any of its subsidiaries, or (y) in which the Company or any of its subsidiaries has participated,

not described in the Time of Sale Prospectus, the results of which are materially inconsistent with or raise questions concerning the

validity of the results described or referred to in the Time of Sale Prospectus; (iv) the Company and its subsidiaries have operated

at all times and are currently in compliance in all material respects with all applicable statutes, rules, regulations, standards, guidelines

and orders administered or issued by any Regulatory Authority; and (v) neither the Company nor any of its subsidiaries has received

any written notices, correspondence or other communications from the Regulatory Authorities or any court or arbitrator or other governmental

or regulatory body, agency or authority requiring or threatening the termination, modification or suspension of any feasibility, clinical

or pre-clinical trials or other studies or tests that are described in the Time of Sale Prospectus or the results of which are referred

to in the Time of Sale Prospectus, other than ordinary course communications with respect to modifications in connection with the design

and implementation of such trials and tests, and there are no reasonable grounds for the same.

(t)            Neither

the Company nor any of its subsidiaries has failed to file with the Regulatory Authorities any required filing, declaration, listing,

registration, report or submission with respect to the Company’s or any subsidiary’s product candidates or feasibility, pre-clinical

or clinical trials or other studies or tests that are described or referred to in the Time of Sale Prospectus; all such filings, declarations,

listings, registrations, reports or submissions were in compliance in all material respects with applicable laws when filed; and no deficiencies

regarding material compliance with applicable law have been asserted by any applicable Regulatory Authority with respect to any such filings,

declarations, listings, registrations, reports or submissions.

(u)            The

Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have made all declarations

and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the ownership

or lease of their respective properties or the conduct of their respective businesses as described in the Time of Sale Prospectus, and

neither the Company nor any of its subsidiaries has received notice of any revocation or modification of any such license, certificate,

permit or authorization or has any reason to believe that any such license, certificate, permit or authorization will not be renewed in

the ordinary course. The Company and its subsidiaries (i) are, and at all times have been, in compliance in all material respects

with all statutes, rules, regulations, standards, guidelines and orders administered or issued by any Regulatory Authority or applicable

to the ownership, testing, development, manufacture, packaging, processing, use, distribution, storage, import, export or disposal of

any product manufactured or distributed by the Company or any of its subsidiaries (collectively, “Applicable Laws”),

and (ii) have not received any FDA Form 483, written notice of adverse finding, warning letter, untitled letter or other correspondence

or written notice from any court or arbitrator or governmental or regulatory body, agency or authority alleging or asserting non-compliance

with (x) any Applicable Laws or (y) any licenses, exemptions, certificates, approvals, clearances, authorizations, permits and

supplements or amendments thereto required by any such Applicable Laws. Neither the Company nor

any of its subsidiaries has received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration

or other action from any court or arbitrator or governmental or regulatory body, agency or authority or third party alleging that any

operation or activity is in material violation of any Applicable Laws, and, to the knowledge of the Company, no such notice of any claim,

action, suit, proceeding, hearing, enforcement, investigation, arbitration or other action is threatened. Neither the Company nor any

of its subsidiaries is a party to any corporate integrity agreements, monitoring agreements, consent decrees, settlement orders, or similar

agreements with or imposed by any governmental or regulatory body, agency or authority. Additionally, to the Company’s knowledge,

none of the employees, officers or directors of the Company or any of its subsidiaries has been excluded, suspended or debarred from participation

in any U.S. federal health care program, clinical or pre-clinical research or comparable foreign program or is subject to a governmental

inquiry, investigation, proceeding, or other similar action that could reasonably be expected to result in debarment, suspension, or exclusion.

(v)            Neither

the Company nor any of its subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of

the contracts or agreements referred to or described in the Time of Sale Prospectus or filed as an exhibit to the Registration Statement,

and no such termination or non-renewal has been threatened by the Company or any of its subsidiaries or, to the Company’s knowledge,

any other party to any such contract or agreement, which threat of termination or non-renewal has not been rescinded as of the date hereof.

(w)            There

are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company

to file a registration statement under the Securities Act with respect to any securities of the Company or to require the Company to include

such securities with the Securities registered pursuant to the Registration Statement, other than any such rights that are described in

the Time of Sale Prospectus and have been validly waived in connection with the filing of the Registration Statement and the sale of the

Securities.

(x)            (i) Neither

the Company nor any of its subsidiaries, nor any director or officer thereof, nor, to the Company’s knowledge, any employee or affiliate

of the Company or any of its subsidiaries or any agent or representative of the Company or of any of its subsidiaries or affiliates, has

taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving

or receipt of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including

any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person

acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political

office) (“Government Official”), or to any person in violation of any applicable anti-corruption laws; (ii) the

Company and its subsidiaries and, to the Company’s knowledge, their respective affiliates have conducted their businesses in compliance

with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures reasonably

designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and (iii) neither

the Company nor any of its subsidiaries will use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment,

promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation of any applicable

anti-corruption laws.

(y)            The

operations of the Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial

recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening

America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable

anti-money laundering statutes of jurisdictions where the Company and its subsidiaries conduct business, the rules and regulations

thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,

the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency,

authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is

pending or, to the best knowledge of the Company, threatened.

(z)             Neither

the Company nor any of its subsidiaries, directors, officers or employees, nor, to the knowledge of the Company, any agent, affiliate

or other person associated with or acting on behalf of the Company or any of its subsidiaries is currently the subject or the target of

any sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of

the U.S. Department of the Treasury or the U.S. Department of State and including, without limitation, the designation as a “specially

designated national” or “blocked person”), the United Nations Security Council (“UNSC”), the European

Union, His Majesty’s Treasury (“HMT”) or other relevant sanctions authority (collectively, “Sanctions”),

nor is the Company or any of its subsidiaries located, organized or resident in a country or territory that is the subject or target of

Sanctions, including, without limitation, Cuba, Iran, North Korea, the Crimea Region and the non-government controlled areas of the

Zaporizhzhia and Kherson Regions of Ukraine, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic

and any other Covered Region of Ukraine identified pursuant to Executive Order 14065 (each, a “Sanctioned Country”);

and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise

make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities

of or business with any person that, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to

fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result in a violation

by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions.

Since incorporation, the Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any dealings

or transactions with any person that at the time of the dealing or transaction is or was the subject or the target of Sanctions or with

any Sanctioned Country.

(aa)       Subsequent

to the date as of which information is given in the Time of Sale Prospectus, (i) the Company and its subsidiaries have not incurred

any material liability or obligation, direct or contingent, nor entered into any material transaction; (ii) the Company has not purchased

any of its outstanding capital stock other than purchases of restricted common stock of the Company, which are individually and in the

aggregate immaterial to the Company, pursuant to contractual rights of the Company in connection with the termination of the employment

with the Company of the holders thereof, nor declared, paid or otherwise made any dividend or distribution of any kind on its capital

stock other than ordinary and customary dividends; and (iii) there has not been any material change in the capital stock, short-term

debt or long-term debt of the Company and its subsidiaries, except in each case as described in the Time of Sale Prospectus.

(bb)        The

Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all personal

property owned by them which is material to the business of the Company and its subsidiaries, taken as a whole, in each case free and

clear of all liens, encumbrances and defects except such as are described in the Time of Sale Prospectus or such as do not materially

affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company

and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under

valid, subsisting and enforceable leases with such exceptions as are not material and do not materially interfere with the use made and

proposed to be made of such property and buildings by the Company and its subsidiaries, in each case except as described in the Time of

Sale Prospectus.

(cc)        Except

as described in the Time of Sale Prospectus, the Company and its subsidiaries own or possess, or believe they can acquire on commercially

reasonable terms, adequate rights to use all patents, patent rights, licenses, copyrights, know-how (including trade secrets and other

unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names,

domain names and other similar intellectual property or proprietary rights (including all registrations and applications for registration

of, and all goodwill associated with, the foregoing) (collectively, “Intellectual Property”), in each case necessary

for the conduct of the business of the Company and its subsidiaries in all material respects as currently conducted and as proposed to

be conducted as described in the Time of Sale Prospectus. Except as described in the Time of Sale Prospectus and to the knowledge of the

Company, neither the Company nor any of its subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property

of any third party except as would not reasonably be expected to result in a material adverse effect on the Company and its subsidiaries,

taken as a whole. Except as described in the Time of Sale Prospectus, neither the Company nor any of its subsidiaries has received any

written notice of infringement, misappropriation or other violation of, or conflict with, any Intellectual Property of any third party,

or any written notice challenging the validity, enforceability or scope of any Intellectual Property owned by, or exclusively licensed

to, the Company or any of its subsidiaries, in each case, which, individually or in the aggregate, if the subject of an unfavorable decision,

ruling or finding, would have a material adverse effect on the Company and its subsidiaries, taken as a whole. Except as described in

the Time of Sale Prospectus, to the knowledge of the Company, all material Intellectual Property owned by, or exclusively licensed to,

the Company and its subsidiaries is valid and enforceable.

(dd)      (i)(x) To

the knowledge of the Company, there has been no (A) security breach, (B) unauthorized destruction, loss, distribution, use,

access, disablement or modification, or (C) misappropriation or other compromise or misuse (each of the foregoing subsections (A)-(C),

a “Breach”) of or relating to any of the Company’s or its subsidiaries’ respective information technology

or computer systems, networks, hardware, software, data (including Personal Data (as defined below) and the data of its customers, employees,

suppliers, vendors and any third party data maintained by or on behalf of the Company or any of its subsidiaries), equipment or technology

(collectively, the “IT Systems and Data”) and (y) neither the Company nor any of its subsidiaries has been notified

of, or has any knowledge of, any event or condition that would reasonably be expected to result in, any Breach of the IT Systems and Data,

except as would not, in the case of this clause (i), individually or in the aggregate, have a material adverse effect; (ii) the Company

and each of its subsidiaries has complied, and is presently in compliance, with all (A) applicable laws and statutes and all judgments,

orders, rules and regulations of any court or arbitrator or governmental or regulatory authority and (B) internal and external-facing

policies and (C) contractual obligations, in each case relating to (x) the collection, use, transfer, import, export, storage,

protection, disposal and/or disclosure of personally identifiable, household, confidential or regulated data or information (“Data

Security Obligations”, and such data and information, “Personal Data”), (y) the privacy and security

of the IT Systems and Data or (z) the protection of the IT Systems and Data from any Breach, except as would not, in the case of

this clause (ii), individually or in the aggregate, have a material adverse effect; (iii) the Company and each of its subsidiaries

has taken commercially reasonable steps to protect the IT Systems and Data, including by establishing, maintaining, implementing and complying

with reasonable information technology, information security, cyber security and data protection controls, policies and procedures and

technology, including oversight, access controls, encryption, technological and physical safeguards and business continuity/disaster recovery

and security plans, that the Company reasonably believes are consistent with industry standards and practices and are designed to protect

against and prevent any Breach of the IT Systems and Data; (iv) neither the Company nor any of its subsidiaries has received any

complaint regarding any non-compliance with any Data Security Obligation by the Company or any of its subsidiaries; and (v) there

is no action, suit or proceeding by or before any court or governmental agency, authority or body pending or, to the knowledge of the

Company, threatened alleging non-compliance with any Data Security Obligation by the Company or any of its subsidiaries.

(ee)        No

material labor dispute with the employees of the Company or any of its subsidiaries exists, except as described in the Time of Sale Prospectus,

or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance

by the employees of any of its principal suppliers, manufacturers or contractors that would reasonably be likely to have a material adverse

effect on the Company and its subsidiaries, taken as a whole.

(ff)        The

Company and each of its subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in

such amounts as are, in the reasonable judgment of the Company, prudent and customary in the business in which it is engaged; neither

the Company nor any of its subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any

of its subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage

expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have

a material adverse effect on the Company and its subsidiaries, taken as a whole, except as described in the Time of Sale Prospectus.

(gg)       The

Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that

(i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are

recorded as necessary to permit preparation of financial statements in conformity with United States generally accepted accounting principles

(“U.S. GAAP”) and to maintain asset accountability; (iii) access to assets is permitted only in accordance with

management’s general or specific authorization; (iv) the recorded accountability for assets is compared with the existing assets

at reasonable intervals and appropriate action is taken with respect to any differences; and (v) the interactive data in eXtensible

Business Reporting Language included or incorporated by reference in the Registration Statement is accurate. Except as described in the

Time of Sale Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no material weakness

in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s

internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s

internal control over financial reporting.

(hh)       The

interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Registration Statement fairly

presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and

guidelines applicable thereto.

(ii)             Except

as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any shares of Common Stock during the six-month

period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act,

other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant

to outstanding options, rights or warrants, or in satisfaction of payments due under existing license agreements.

(jj)          The

Company and each of its subsidiaries has filed all federal, state, local and foreign tax returns required to be filed through the date

of this Agreement or has requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have

a material adverse effect on the Company and its subsidiaries, taken as a whole) and has paid all taxes required to be paid thereon (except

for cases in which the failure to file or pay would not, individually or in the aggregate, have a material adverse effect on the Company

and its subsidiaries, taken as a whole, or, except as currently being contested in good faith and for which reserves required by U.S.

GAAP have been created in the financial statements of the Company), and no tax deficiency has been determined adversely to the Company

or any of its subsidiaries which has had (nor does the Company or any of its subsidiaries have any notice or knowledge of any tax deficiency

which could reasonably be expected to be determined adversely to the Company or its subsidiaries and which would reasonably be expected

to have), individually or in the aggregate, a material adverse effect on the Company and its subsidiaries, taken as a whole.

(kk)        Each

of Ernst & Young LLP, who have certified certain financial statements of the Company, and PricewaterhouseCoopers LLP is an independent

registered public accounting firm with respect to the Company within the meaning of the Securities Act and the applicable rules and

regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States).

(ll)          The

Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the knowledge

or consent of the Representatives with entities that are qualified institutional buyers within the meaning of Rule 144A under the

Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act, (ii) has

not authorized anyone other than the Representatives to engage in Testing-the-Waters Communications and (iii) has authorized the

Representatives to act on its behalf in engaging in Testing-the-Waters Communications. “Testing-the-Waters Communication”

means any oral or written communication with potential investors undertaken in reliance on Rule 163B under the Securities Act. The

Company has not distributed any Written Testing-the-Waters Communications other than those that have been disclosed to the Representatives.

“Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication

within the meaning of Rule 405 under the Securities Act.

(mm)      As

of the time of each sale of the Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers,

no issuer free writing prospectus, when considered together with the Time of Sale Prospectus, nor any individual Written Testing-the-Waters

Communication, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a

material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light

of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty

with respect to any statements or omissions made in any such issuer free writing prospectus or Written Testing-the-Waters Communication

in reliance upon and in conformity with written information furnished to the Company in writing by the Representatives expressly for use

therein.

(nn)       Any

third-party statistical and market-related data included or incorporated by reference in the Registration Statement or Prospectus are

based on or derived from sources that the Company believes to be reliable and accurate.

2.            Agreements

to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations

and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase

from the Company the respective numbers of Securities set forth in Schedule I hereto opposite its name. The combined purchase

price for one Share and one Common Warrant to be paid by the several Underwriters to the Company shall be $2.115 (the “Unit Purchase

Price”).

In addition to the foregoing, no later than five

business days following the end of each calendar quarter during which any Common Warrants remain outstanding, the Company shall (i) deliver

to the Representatives a report detailing exercises of Common Warrants and the aggregate amount of consideration received by or payable

to the Company with respect to such exercises and (ii) pay to the Underwriters a fee equal to 1.0% of such consideration.

3.            Terms

of Public Offering. The Company is advised by the Representatives that the Underwriters propose to make a public offering of their

respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in the judgment

of the Representatives is advisable. The Company is further advised by the Representatives that the combined purchase price to the public

for each Share and accompanying Common Warrant shall initially be $2.25 (the “Public Offering Price per Unit”) and

to certain dealers selected by the Representatives at a price that represents a concession not in excess of $0.0810 for each Share and

accompanying Common Warrant under the Public Offering Price per Unit.

4.            Payment

and Delivery. Payment for the Securities shall be made to the Company in Federal or other funds immediately available in New York

City against delivery of such Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on

May 27, 2026, or at such other time on the same or such other date, not later than June 3, 2026, as shall be designated in writing

by the Representatives. The time and date of such payment are hereinafter referred to as the “Closing Date.”

The Securities shall be registered

in such names and in such denominations as the Representatives shall request in writing not later than one full business day prior to

the Closing Date. The Company shall (i) deliver, or cause to be delivered to the Representatives for the accounts of the several

Underwriters the Shares at the Closing Date, and (ii) deliver, or cause to be delivered, to the Representatives or to the purchasers

thereof the Common Warrants in definitive form, in accordance with the Underwriters’ instruction, on the Closing Date, in each case,

against payment of the Unit Purchase Price therefor. The Common Warrants will be made available for inspection by the Representative on

the business day prior to the Closing Date.

5.            Conditions

to the Underwriters’ Obligations. The several obligations of the Underwriters are subject to the following conditions:

(a)            Subsequent

to the execution and delivery of this Agreement and prior to the Closing Date:

(i) no order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding

for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission;

(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or

potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating

accorded any of the securities of the Company by any “nationally recognized statistical rating organization,” as such term

is defined in Section 3(a)(62) of the Exchange Act; and

(iii) there shall not have occurred any change, or any development involving a prospective change, in the condition,

financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole, from that set

forth in the Time of Sale Prospectus that, in the judgment of the Representatives, is material and adverse and that makes it, in the judgment

of the Representatives, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.

(b)            The

Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company

on behalf of the Company, to the effect set forth in Section ‎5(a)(i) above and to the effect that the representations

and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied

with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing

Date.

The officer signing and delivering

such certificate may rely upon the best of his or her knowledge as to proceedings threatened.

Underwriters shall have received on the Closing Date an opinion of Wilmer Cutler Pickering Hale and Dorr LLP, outside counsel for the

Company, dated the Closing Date, substantially in the form of Exhibit B hereto, including the negative assurance reflected therein.

The opinion of Wilmer Cutler Pickering Hale and Dorr LLP shall be rendered to the Underwriters at the request of the Company and shall

so state therein.

(d)            The

Underwriters shall have received on the Closing Date an opinion of Choate Hall & Stewart LLP, outside intellectual property counsel

for the Company, dated the Closing Date, substantially in the form of Exhibit C hereto. The opinion of Choate Hall & Stewart

LLP shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(e)            The

Underwriters shall have received on the Closing Date an opinion of Perkins Coie LLP, outside intellectual property counsel for the Company,

dated the Closing Date, substantially in the form of Exhibit D hereto. The opinion of Perkins Coie LLP shall be rendered to the Underwriters

at the request of the Company and shall so state therein.

(f)            The

Underwriters shall have received on the Closing Date an opinion of McCarter & English, LLP, outside intellectual property counsel

for the Company, dated the Closing Date, substantially in the form of Exhibit E hereto. The opinion of McCarter & English,

LLP shall be rendered to the Underwriters at the request of the Company and shall so state therein.

(g)            The

Underwriters shall have received on the Closing Date an opinion and negative assurance letter of Davis Polk & Wardwell LLP, counsel

for the Underwriters, dated the Closing Date, in form and substance satisfactory to the Underwriters.

(h)            The

Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,

as the case may be, in form and substance satisfactory to the Underwriters, from Ernst & Young LLP, independent public accountants,

containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters

with respect to the financial statements and certain financial information included or incorporated by reference in any of the Registration

Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off

date” not earlier than the date hereof.

(i)             The

Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date,

as the case may be, in form and substance satisfactory to the Underwriters, from PricewaterhouseCoopers LLP, independent public accountants,

containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters

with respect to the financial statements and certain financial information included or incorporated by reference in any of the Registration

Statement, the Time of Sale Prospectus and the Prospectus; provided that the letter delivered on the Closing Date shall use a “cut-off

date” not earlier than the date hereof.

(j)             The

“lock-up” agreements, each substantially in the form of Exhibit A hereto, between the Representatives and each of the

shareholders, officers and directors of the Company listed in Schedule III hereto, relating to sales and certain other dispositions of

shares of Common Stock or certain other securities, delivered to the Representatives on or before the date hereof, shall be in full force

and effect on the Closing Date.

(k)            The

Underwriters shall have received, on each of the date hereof and the Closing Date, a certificate, dated the respective dates of delivery

thereof and addressed to the Representatives, of the Company’s chief financial officer with respect to certain financial data contained

in the Time of Sale Prospectus and the Prospectus, providing “management comfort” with respect to such information, in form

and substance reasonably satisfactory to the Representatives.

6.            Covenants

of the Company. The Company covenants with each Underwriter as follows:

(a)            Upon

request of the Representatives, to furnish to the Representatives, without charge, five signed copies of the Registration Statement (including

exhibits thereto and documents incorporated by reference therein) and for delivery to each other Underwriter a conformed copy of the Registration

Statement (without exhibits thereto but including documents incorporated by reference) and to furnish to the Representatives in New York

City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement

and during the period mentioned in Section ‎6(e) or ‎6(f) below, as many copies of the Time of Sale

Prospectus, the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration

Statement as the Representatives may reasonably request.

(b)            Before

amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, during such period as in the opinion

of counsel for the Underwriters the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act)

is required by law to be delivered in connection with sales by an Underwriter or dealer (including in circumstances where such requirement

may be satisfied pursuant to Rule 172 of the Securities Act) (the “Prospectus Delivery Period”), to furnish to

the Representatives a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to

which the Representatives reasonably object, and to file with the Commission within the applicable period specified in Rule 424(b) under

the Securities Act any prospectus required to be filed pursuant to such Rule.

furnish to the Representatives a copy of each proposed free writing prospectus to be prepared by or on behalf of, used by, or referred

to by the Company and not to use or refer to any proposed free writing prospectus to which the Representatives reasonably object.

(d)            Not

to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under

the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise would not have

been required to file thereunder.

(e)            If

the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to

prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time

of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any event shall occur

or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement

then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus

to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and

to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale

Prospectus as so amended or supplemented will not, in the light of the circumstances when the Time of Sale Prospectus is delivered to

a prospective purchaser, be misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with

the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(f)             If,

during the Prospectus Delivery Period, any event shall occur or condition exist as a result of which it is necessary to amend or supplement

the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus (or in lieu thereof the

notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or if, in the opinion

of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare,

file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Representatives

will furnish to the Company) to which Securities may have been sold by the Representatives on behalf of the Underwriters and to any other

dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented

will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of

the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with

applicable law.

(g)            To

endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Representatives

shall reasonably request; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation

or to file a general consent to service of process in any jurisdiction.

(h)            To

make generally available to the Company’s security holders and to the Representatives as soon as practicable an earnings statement

covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the date of this Agreement

which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission

thereunder.

(i)             Whether

or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all

expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses

of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities

under the Securities Act and all other fees or expenses incurred by the Company in connection with the preparation and filing of the Registration

Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, any free writing prospectus prepared by or on behalf

of, used by, or referred to by the Company and amendments and supplements to any of the foregoing, including all printing costs associated

therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified,

(ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or

other taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with

the offer and sale of the Securities under state securities laws and all reasonable expenses in connection with the qualification of the

Securities for offer and sale under state securities laws as provided in Section ‎6(g) hereof, including filing fees

and the reasonably incurred fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection

with the Blue Sky or Legal Investment memorandum, (iv) all filing fees and the reasonably incurred fees and disbursements of counsel

to the Underwriters incurred, if any, in connection with the review and qualification of the offering of the Securities by FINRA in an

amount not to exceed $20,000, (v) all costs and expenses incident to listing the Securities on the Nasdaq Global Select Market, (vi) the

cost of printing certificates, if any, representing the Securities, (vii) the costs and charges of any transfer agent, registrar

or depositary, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken

in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation

or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses

of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses

of the representatives and officers of the Company and any such consultants, and one-half the cost of any aircraft chartered in connection

with the road show, provided that the prior approval of each of the Company and the Representatives was obtained prior to the chartering

of such aircraft, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other

costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in

this Section. It is understood, however, that except as provided in this Section, Section ‎8 entitled “Indemnity

and Contribution” and the last paragraph of Section ‎10 below, the Underwriters will pay all of their costs and

expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Securities by them and

any advertising expenses connected with any offers they may make.

(j)             If

the third anniversary of the initial effective date of the Registration Statement occurs before all the Securities have been sold by the

Underwriters, prior to the third anniversary to file a new shelf registration statement and to take any other action necessary to permit

the public offering of the Securities to continue without interruption; references herein to the Registration Statement shall include

the new registration statement declared effective by the Commission.

(k)            If

at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development

as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or

omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing

at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at

its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

(l)             The

Company also covenants with each Underwriter that, without the prior written consent of the Representatives, it will not, during the period

ending 90 days after the date of the Prospectus (the “Restricted Period”), (1) offer, pledge, sell, contract to

sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,

lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable

or exchangeable for Common Stock (including sales of shares of Common Stock pursuant to the sales agreement between the Company and TD

Securities (USA) LLC (as successor to Cowen and Company, LLC), dated May 14, 2021, as amended on February 28, 2024 and March 5,

2025 (the “Sales Agreement”)), (2) enter into any swap or other arrangement that transfers to another, in whole

or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or

(2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, (3) file any registration

statement with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable

or exchangeable for Common Stock or (4) publicly disclose the intention to make any such offer, pledge, sale, contract, purchase,

grant, loan, transfer or disposition, enter into any such swap or other arrangement, or make any such filing.

The restrictions contained

in the preceding paragraph shall not apply to (a) the Securities to be sold hereunder, the issuance by the Company of shares of Common

Stock upon the exercise of the Common Warrants (including any shares of Common Stock issuable upon exercise of Pre-Funded Warrants originally

issued upon exercise of Common Warrants) or the issuance of Pre-Funded Warrants upon the exercise of Common Stock Warrants, (b) the

issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the vesting of a restricted stock unit

or the conversion of a security outstanding on the date hereof and described in the Time of Sale Prospectus and the Prospectus or of which

the Underwriters have been advised in writing, (c) any options and other awards granted under a stock incentive plan or stock purchase

plan described in the Time of Sale Prospectus and the Prospectus (and the issuance by the Company of shares of Common Stock upon the exercise

thereof) or pursuant to Nasdaq Stock Market Rule 5635(c)(4), (d) the filing by the Company of any registration statement on

Form S-8 or a successor form thereto relating to the shares of Common Stock granted pursuant to or reserved for issuance under a

stock incentive plan or stock purchase plan described in the Prospectus or inducement awards pursuant to Nasdaq Stock Market Rule 5635(c)(4),

(e) the filing by the Company of a resale registration statement on Form S-3 relating to the shares of Common Stock issuable

upon settlement of the promissory notes described in clause (f), (f) the issuance by the Company of shares of Common Stock issued

in satisfaction of payment obligations under licensing agreements where the Company’s obligations may be satisfied by the issuance

of promissory notes that may be settled in shares of Common Stock or in shares of common stock, pursuant to licensing agreements described

in the Time of Sale Prospectus, (g) shares of Common Stock or other securities issued in connection with any (i) mergers, (ii) acquisition

of securities, businesses, property or other assets, (iii) joint ventures, (iv) strategic alliances, (v) partnerships with

experts or other talent to develop or provide content, (vi) equipment leasing arrangements or (vii) debt financing, provided

that (x) the aggregate number of shares of Common Stock or other securities issued pursuant to clauses (f) and (g) in the

aggregate shall not exceed 10.0% of the total number of shares of Common Stock then outstanding at the first such issuance (determined,

in the case of any such other securities, based on the maximum number of shares of Common Stock issuable upon conversion, exercise or

exchange of such other securities, whether or not such other securities are then convertible into or exercisable or exchangeable for shares

of Common Stock) and (y) each recipient of any such shares of Common Stock or other securities issued pursuant to clause (g) shall

execute and deliver to the Representatives an agreement substantially in the form of Exhibit A hereto, (h) the establishment

of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that

(i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public

announcement or filing under the Exchange Act, if any, is required of or voluntarily made by the Company regarding the establishment of

such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such

plan during the Restricted Period, (i) the sale of shares of Common Stock on behalf of employees for the purpose of satisfying any

withholding taxes (including estimated taxes) due as a result of the vesting of any restricted stock unit of the Company described in

the Time of Sale Prospectus or issued pursuant to an employee incentive program described in the Time of Sale Prospectus or (j) sales

of shares of Common Stock pursuant to the Sales Agreement that occur more than 45 days after the date of the Prospectus.

7.            Covenants

of the Underwriters. Each Underwriter severally covenants with the Company not to take any action that would result in the Company

being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such Underwriter

that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.

8.            Indemnity

and Contribution. (a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any

Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate

of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages and

liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating

any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained

in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any amendment or supplement

thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that

the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show as defined in

Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement thereto,

or any Written Testing-the-Waters Communication caused by any omission or alleged omission to state therein a material fact required to

be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities

are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to any Underwriter

furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein, it being understood and

agreed that the only such information furnished by the Underwriters through the Representatives consists of the information described

as such in paragraph (b) below.

(b)            Each

Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign the Registration

Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20

of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter, but only with reference to information

relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in

the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus, road show or

the Prospectus or any amendment or supplement thereto, it being understood and agreed upon that, for all purposes under this Agreement,

the only such information furnished by any Underwriter consists of the following information furnished on behalf of each Underwriter:

(i) the name and corresponding share amounts set forth in the first paragraph of text under the caption “Underwriting”

in the Prospectus; (ii) the third paragraph of text under the caption “Underwriting” in the Prospectus concerning the

terms of the offering by the Underwriters; and (iii) the thirteenth through sixteenth paragraphs of text under the caption “Underwriting”

in the Prospectus concerning stabilization.

case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity

may be sought pursuant to Section ‎8(a) or ‎8(b), such person (the “indemnified party”)

shall promptly notify the person against whom such indemnity may be sought (the “indemnifying party”) in writing and

the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to

represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the reasonably incurred

fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right

to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the

indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties

to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation

of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood

that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or

related proceedings in the same jurisdiction, be liable for the reasonably incurred fees and expenses of more than one separate firm (in

addition to any local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred.

Such firm shall be designated in writing by the Representatives, in the case of parties indemnified pursuant to Section ‎8(a),

and by the Company, in the case of parties indemnified pursuant to Section ‎8(b). The indemnifying party shall not be

liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final

judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by

reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested

an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences

of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written

consent if (i) such settlement is entered into (A) more than 60 days after receipt by the indemnifying party of such request

and (B) more than 30 days after receipt by such indemnifying party of the proposed terms of such settlement and (ii) such indemnifying

party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying

party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding

in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified

party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject

matter of such proceeding.

(d)            To

the extent the indemnification provided for in Section ‎8(a) or ‎8(b) is unavailable to an indemnified

party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under

such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified

party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative

benefits received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if

the allocation provided by clause ‎8(d)(i) above is not permitted by applicable law, in such proportion as is appropriate

to reflect not only the relative benefits referred to in clause ‎8(d)(i) above but also the relative fault of the

Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such

losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the

Company on the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be

in the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by the

Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the table on the

cover of the Prospectus, bear to the aggregate Public Offering Price per Unit. The relative fault of the Company on the one hand and the

Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the

Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement

or omission. The Underwriters’ respective obligations to contribute pursuant to this Section ‎8 are several in proportion

to the respective number of Securities they have purchased hereunder, and not joint.

(e)            The

Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section ‎8

were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method

of allocation that does not take account of the equitable considerations referred to in Section ‎8(d). The amount paid

or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section ‎8(d) shall

be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified

party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section ‎8,

no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten

by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been

required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty

of such fraudulent misrepresentation. The remedies provided for in this Section ‎8 are not exclusive and shall not limit

any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

(f)            The

indemnity and contribution provisions contained in this Section ‎8 and the representations, warranties and other statements

of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination

of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any

affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance

of and payment for any of the Securities.

9.            Termination.

The Underwriters may terminate this Agreement by notice given by the Representatives to the Company, if after the execution and delivery

of this Agreement and prior to the closing of the sale to the Underwriters of the Securities, (i) trading generally shall have been

suspended or materially limited on, or by, as the case may be, any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Select

Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any

securities of the Company shall have been suspended on any exchange or in any over-the-counter market, (iii) a material disruption

in securities settlement, payment or clearance services in the United States shall have occurred, (iv) any moratorium on commercial

banking activities shall have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak

or escalation of hostilities, or any change in financial markets or any calamity or crisis that, in the judgment of the Representatives,

is material and adverse and which, singly or together with any other event specified in this clause ‎(v), makes it, in

the judgment of the Representatives, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the

terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus.

10.            Effectiveness;

Defaulting Underwriters. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

If, on the Closing Date, as

the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have agreed to purchase

hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters agreed but failed or

refused to purchase is not more than one-tenth of the aggregate number of the Securities to be purchased on such date, the other Underwriters

shall be obligated severally in the proportions that the number of Securities set forth opposite their respective names in Schedule I

bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions

as the Representatives may specify, to purchase the Securities which such defaulting Underwriter or Underwriters agreed but failed or

refused to purchase on such date; provided that in no event shall the number of Securities that any Underwriter has agreed to purchase

pursuant to this Agreement be increased pursuant to this Section ‎10 by an amount in excess of one-ninth of such number of Securities

without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase

Securities and the aggregate number of Securities with respect to which such default occurs is more than one-tenth of the aggregate number

of Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such

Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting

Underwriter or the Company. In any such case either the Representatives or the Company shall have the right to postpone the Closing Date,

but in no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of

Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. Any action taken under this paragraph shall

not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

If this Agreement shall be

terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms

or to fulfill any of the conditions of this Agreement, or if for any reason the Company shall be unable to perform its obligations under

this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to

themselves, severally, for all out-of-pocket expenses (including the reasonably incurred fees and disbursements of their counsel) reasonably

incurred by such Underwriters in connection with this Agreement or the offering contemplated hereunder.

11.            Entire

Agreement. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the

extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between the Company

and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, the conduct

of the offering, and the purchase and sale of the Securities.

(b)            The

Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length,

are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only those

duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any,

and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent permitted

by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with

the offering of the Securities.

12.            Recognition

of the U.S. Special Resolution Regimes. (a) In the event that any Underwriter that is a Covered Entity becomes subject to a

proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation

in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution

Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United

States.

(b)            In

the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes subject to a proceeding under

a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to

be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement

were governed by the laws of the United States or a state of the United States.

For purposes of this Section a

“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance

with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity”

as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as

that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning

assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S.

Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder

and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

13.            Counterparts.

This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures

thereto and hereto were upon the same instrument. Delivery of a signature page hereto by facsimile transmission or by other electronic

transmission (including a “.pdf” or “.tif” file) shall be as effective as delivery of a manually executed counterpart

hereof.

14.            Applicable

Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

15.            Headings.

The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part of

this Agreement.

16.            Notices.

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted

and confirmed by any standard form of telecommunication. Notices to the Underwriters shall be given to the Representatives in care of

Cantor Fitzgerald & Co., 110 E. 59th St., 6th Floor, New York, New York 10022, Attention: Global Head of Investment Banking (email:

notices-IBD@cantor.com) and General Counsel (email: legal-IBD@cantor.com); and Wells Fargo Securities, LLC, 500 West 33rd Street, New

York, New York 10001, Attention: Equity Syndicate Department (fax no: (212) 214-5918). Notices to the Company shall be sent to 11 Hurley

Street, Cambridge, MA, 02141, Attention: Secretary (email: legal@editasmed.com).

17.            Waiver

of Jury Trial. Each of the parties hereto hereby waives any right to trial by jury in any suit or proceeding arising out of or relating

to this Agreement.

[Signature page follows.]

Very truly yours,

EDITAS MEDICINE, INC.

By:

/s/

Gilmore O’Neill

Chief Executive Officer

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof

CANTOR FITZGERALD & CO.

By:

/s/

Jason Fenton

Name:

Jason Fenton

Title:

Global Co-Head of ECM

[Signature Page to Underwriting Agreement]

Accepted as of the date hereof

WELLS FARGO SECURITIES, LLC

By:

/s/

Ryan Haney

Name:

Ryan Haney

Title:

Managing Director

[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriter

Number of Shares To

Be Purchased

Number of Common Warrants

Accompanying Shares

Cantor Fitzgerald & Co.

33,333,334

Wells Fargo Securities, LLC

22,222,222

Total:

55,555,556

I-1

SCHEDULE II

Time of Sale Prospectus

1. Preliminary prospectus supplement dated May 26, 2026 relating to the Shares.

2. Pricing information:

The Company is selling 55,555,556 Shares and 55,555,556 accompanying

Common Warrants.

The price to the public per share of Common Stock and accompanying

Common Warrant is $2.25.

The exercise price per Common Warrant shall be $3.50 per share

(or $3.4999 per share if exercised for Pre-Funded Warrants).

The exercise price per Pre-Funded Warrant shall be $0.0001.

Underwriting Discounts and Commissions:

$0.1350 per share of Common Stock and accompanying Common

Warrant.

Estimated net proceeds to the Company (after underwriting discounts

and commissions, but before transaction expenses, and assuming no exercise of Common Warrants): $117.5 million.

II-1

SCHEDULE III

Lock-up Parties

III-1

EXHIBIT A

FORM OF LOCK-UP LETTER

Cantor Fitzgerald & Co.

499 Park Avenue, 4th Floor

New York, NY 10022

Wells Fargo Securities, LLC

500 West 33rd Street, 14th Floor

New York, New York 10001

Ladies and Gentlemen:

The undersigned understands

that Cantor Fitzgerald & Co. and Wells Fargo Securities, LLC (the “Representatives”) propose to enter into

an Underwriting Agreement (the “Underwriting Agreement”) with Editas Medicine, Inc., a Delaware corporation (the

“Company”), providing for the public offering (the “Public Offering”) by the several Underwriters,

including the Representatives (the “Underwriters”), of (i) shares of its common stock, par value $0.0001 per share

(“Common Stock”), (ii) pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”)

and (iii) warrants to purchase shares of Common Stock (or, in lieu of shares of Common Stock, Pre-Funded Warrants) subject to conditions

stated therein (collectively, the “Securities”).

To induce the Underwriters

that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees

that, without the prior written consent of the Representatives, it will not, during the period commencing on the date hereof and ending

90 days after the date of the final prospectus (the “Restricted Period”) relating to the Public Offering (the “Prospectus”),

(1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant

any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock

beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange

Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock,

(2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of

ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery

of Common Stock or such other securities, in cash or otherwise, or (3) publicly disclose the intention to make any such offer, pledge,

sale, contract, purchase, grant, loan, transfer or disposition, or enter into any such swap or other arrangement.

The foregoing sentence shall

not apply to (a) transactions relating to shares of Common Stock or other securities acquired in the Public Offering or in open market

transactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange

Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in

the Public Offering or such open market transactions, (b) transfers of shares of Common Stock or any security convertible into Common

Stock as a bona fide gift, (c) transfers or dispositions of shares of Common Stock or such other securities to any trust for the

direct or indirect benefit of the undersigned or the immediate family of the undersigned in a transaction not involving a disposition

for value, (d) transfers or dispositions of shares of Common Stock or such other securities to any corporation, partnership, limited

liability company or other entity all of the beneficial ownership interests of which are held by the undersigned or the immediate family

of the undersigned in a transaction not involving a disposition for value, (e) transfers or dispositions of shares of Common Stock

or such other securities by will, other testamentary document or intestate succession to the legal representatives, heir, beneficiary

or a member of the immediate family of the undersigned, or (f) distributions of shares of Common Stock or any security convertible

into Common Stock to limited partners, members or stockholders of the undersigned; provided that in the case of any transfer, disposition

or distribution pursuant to clause (b), (c), (d), (e) or (f), (i) each transferee, donee or distributee shall sign and

deliver a lock-up agreement substantially in the form of this agreement and (ii) no filing under Section 16(a) of the Exchange

Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the

Restricted Period (other than, in the case of a transfer or other disposition pursuant to clause (b) or (e) above, any Form 4

or Form 5 required to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting with respect to

the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the transfer or disposition), (g) transfers

or dispositions of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock to the Company pursuant

to any contractual arrangement in effect on the date of this agreement described in the Time of Sale Prospectus and the Prospectus that

provides for the repurchase of the undersigned’s Common Stock or such other securities by the Company or in connection with the

termination of the undersigned’s employment with the Company, provided that no filing under Section 16(a) of the

Exchange Act shall be required or shall be voluntarily made during the Restricted Period in connection with any such transfers or dispositions

(other than any Form 4 or Form 5 required to be filed under the Exchange Act if the undersigned is subject to Section 16

reporting with respect to the Company under the Exchange Act and indicating by footnote disclosure or otherwise the nature of the transfer

or disposition), (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of

shares of Common Stock, provided that (A) such plan does not provide for the transfer of Common Stock during the Restricted

Period and (B) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by

or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement

to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period, (i) transfers or dispositions

of Common Stock under a trading plan established prior to the date hereof pursuant to Rule 10b5-1 under the Exchange Act, provided

that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made during the Restricted

Period in connection with any such transfers or dispositions (other than any Form 4 or Form 5 required to be filed under the

Exchange Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange Act and indicating

by footnote disclosure or otherwise the nature of the transfer or disposition) or (j) sales or other dispositions of Common Stock

for the purpose of satisfying any withholding taxes (including estimated taxes) due as a result of the vesting of any restricted stock

unit of the Company held by the undersigned pursuant to an employee incentive program described in the Time of Sale Prospectus and the

Prospectus, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily

made during the Restricted Period in connection with any such sales or dispositions (other than any Form 4 or Form 5 required

to be filed under the Exchange Act if the undersigned is subject to Section 16 reporting with respect to the Company under the Exchange

Act and indicating by footnote disclosure or otherwise the nature of the sale or disposition). For purposes of this agreement, “immediate

family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the undersigned

agrees that, without the prior written consent of the Representatives on behalf of the Underwriters, it will not, during the Restricted

Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible

into or exercisable or exchangeable for Common Stock. The undersigned also agrees and consents to the entry of stop transfer instructions

with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in

compliance with the foregoing restrictions.

A-2

The undersigned understands

that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned

further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives,

successors and assigns.

Whether or not the Public

Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to

an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

The undersigned understands that, (i) if the

Representatives, on the one hand, or the Company, on the other hand, informs the other in writing, prior to the execution of the Underwriting

Agreement, that it has determined not to proceed with the Public Offering, (ii) if the Underwriting Agreement (other than the provisions

thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the securities to be sold thereunder,

(iii) if the registration statement related to the Public Offering has been withdrawn prior to the execution of the Underwriting

Agreement or (iv) the Underwriting Agreement is not executed on or before June 30, 2026, the undersigned shall be automatically

released from all obligations under this agreement.

[Signature page follows]

A-3

EXHIBIT B

FORM OF OPINION OF

WILMER CUTLER PICKERING HALE AND DORR LLP

B-1

EXHIBIT C

FORM OF OPINION OF CHOATE HALL &

STEWART LLP

C-1

EXHIBIT D

FORM OF OPINION OF PERKINS COIE LLP

D-1

EXHIBIT E

FORM OF OPINION OF MCCARTER &

ENGLISH, LLP

E-1

EX-4.1 — EXHIBIT 4.1

EX-4.1

Filename: tm2615565d3_ex4-1.htm · Sequence: 3

Exhibit 4.1

FORM OF WARRANT TO PURCHASE COMMON STOCK

OR PRE-FUNDED WARRANTS

Number of Shares: [·]

(subject to

adjustment)

Warrant No. [·]

Original Issue Date: May [·], 2026

Editas

Medicine, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, [·] or its registered assigns (the “Holder”),

is entitled, subject to the terms set forth below, to purchase from the Company up to a total of [·] shares of common stock, $0.0001

par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and

all such shares, the “Warrant Shares”) at an exercise price per share equal to $3.50 (the “Exercise Price”),

in each case as adjusted from time to time as provided in Section 9, upon surrender of this Warrant to Purchase Common Stock

or Pre-Funded Warrants (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”)

at any time and from time to time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00

p.m. (New York City time) on the Termination Date but not thereafter.

1.             Definitions.

For purposes of this Warrant, the following terms shall have the

following meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is controlled

by or is under common control with such Person.

“Attribution Parties”

means, collectively, the following Persons and entities: (i) any direct or indirect Affiliates of the Holder, (ii) any investment

vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the date hereof, directly or indirectly

managed or advised by the Holder’s investment manager or any of its Affiliates or principals, (iii) any Person acting or who

could be deemed to be acting as a Group together with the Holder or any Attribution Parties and (iv) any other Persons whose beneficial

ownership of the Company’s Common Stock would or could be aggregated with the Holder’s and/or any other Attribution Parties

for purposes of Section 13(d) or Section 16 of the Exchange Act. For clarity, the purpose of the foregoing is to subject

collectively the Holder and all other Attribution Parties to the Maximum Percentage.

“Closing Sale Price”

means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported

by Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate

the last trade price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg Financial

Markets, or if the foregoing do not apply, the last trade price of such security in the over-the-counter market on the electronic bulletin

board for such security as reported by Bloomberg Financial Markets. If the Closing Sale Price cannot be calculated for a security on a

particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as

mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such

security, then the Board of Directors of the Company (or a duly authorized committee thereof) shall use its good faith judgment to determine

the fair market value. The Board of Directors’ (or such duly authorized committee’s) determination shall be binding upon all

parties absent demonstrable error. All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock

combination or other similar transaction during the applicable calculation period.

“Commission” means the U.S. Securities

and Exchange Commission.

“Exchange Act” means the U.S.

Securities Exchange Act of 1934, as amended, and all of the rules and regulations promulgated thereunder.

“Group”

shall have the meaning ascribed to it in Section 13(d) of the Exchange Act, and all related rules, regulations and jurisprudence.

“Person”

means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, incorporated or

unincorporated association, joint venture, government (or an agency or subdivision thereof) or any other entity or organization.

“Principal Trading

Market” means the national securities exchange or other trading market on which the Common Stock is primarily listed on and

quoted for trading, which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.

“Registration Statement” means

the Company’s Registration Statement on Form S-3 (File No. 333-277471), as amended, that was most recently declared effective

on March 21, 2025.

“Securities Act” means the U.S.

Securities Act of 1933, as amended, and all of the rules and regulations promulgated thereunder.

“Standard Settlement

Period” means the standard settlement period, expressed in a number of Trading Days, for the Principal Trading Market with respect

to the Common Stock that is in effect on the date of delivery of an applicable Exercise Notice, which as of the Original Issue Date was

“T+1.”

“Trading Day”

means any weekday on which the Principal Trading Market is normally open for trading.

“Termination Date”

means the earlier of (i) the date that is thirty (30) days following the first public announcement by the Company of Phase 1 clinical

data for the Company’s product candidate, EDIT-401, that discloses at least three patients in the trial that each demonstrated greater

than 80% reduction in LDL-cholesterol as compared to baseline with at least one (1) month of follow-up (the “Data Announcement”)

and (ii) May 27, 2029.

“Trading Market”

means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the

NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange (or

any successors to any of the foregoing).

“Transfer Agent”

means Computershare Trust Company, N.A., the Company’s transfer agent and registrar for the Common Stock, and any successor appointed

in such capacity.

2.             Issuance

of Securities; Registration of Warrants. The Warrant, as initially issued by the Company, is offered and sold pursuant to the

Registration Statement. As of the Original Issue Date, the Warrant Shares are issuable under the Registration Statement. Accordingly,

the Warrant and, assuming issuance pursuant to the Registration Statement or an exchange meeting the requirements of Section 3(a)(9) of

the Securities Act as in effect on the Original Issue Date, the Warrant Shares are not “restricted securities” under Rule 144

promulgated under the Securities Act as of the Original Issue Date. The Company shall register ownership of this Warrant, upon records

to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder (which

shall include the initial Holder or, as the case may be, any assignee to which this Warrant is permissibly assigned hereunder) from time

to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise

hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3.             Registration

of Transfers. This Warrant and all rights hereunder are transferable, in whole or in part, upon surrender of this Warrant at the

principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form

attached as Schedule 2 hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes

payable upon the making of such transfer. Subject to compliance with all applicable securities laws, the Company shall, or will cause

its Transfer Agent to, register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant,

and payment for all applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock

in substantially the form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant

so transferred shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred,

if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance

by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant.

The Company shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant

under this Section 3. Until due presentment for registration of transfer, the Company may treat the registered Holder hereof

as the owner and holder for all purposes, and the Company shall not be affected by any notice to the contrary.

4.             Exercise

of Warrants.

(a)            All

or any part of this Warrant shall be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from

time to time on or after the Initial Exercise Date and on or before the Termination Date.

(b)            The

Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto

(the “Exercise Notice”), completed and duly signed by an authorized officer of the Holder, of the Holder’s election

to exercise this Warrant for, at the Holder’s sole discretion, either (A) Warrant Shares or (B) Pre-Funded Warrants to

purchase a number of shares of Common Stock equal to the number of Warrant Shares as to which this Warrant is being exercised in substantially

the same form of Pre-Funded Warrant attached as Schedule 3 hereto (“Pre-Funded Warrants”) with an exercise price

of $0.0001 per share of Common Stock and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant

is being exercised, or, if this Warrant is being exercised for Pre-Funded Warrants, the aggregate Exercise Price, less $0.0001, multiplied

by the number of Warrant Shares as to which this Warrant is being exercised, and the date on which the last of such items is delivered

to the Company (as determined in accordance with the notice provisions hereof) is an “Exercise Date.” The Holder shall

not be required to deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice

shall have the same effect as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to purchase the

remaining number of Warrant Shares, if any. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased

and the date of such purchases. The Company shall deliver any objection to any Exercise Notice within one (1) Trading Day of receipt

of such notice.

Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this section, following

the purchase of a portion of the Warrant Shares or Pre-Funded Warrants hereunder, the number of Warrant Shares or Pre-Funded Warrants

available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

5.             Delivery

of Warrant Shares.

(a)            If

this Warrant is being exercised for Warrant Shares, upon exercise of this Warrant, the Company shall promptly (but in no event later than

the number of Trading Days comprising the Standard Settlement Period following the Exercise Date), upon the request of the Holder, cause

the Transfer Agent to credit such aggregate number of shares of Common Stock specified by the Holder in the Exercise Notice and to which

the Holder is entitled pursuant to such exercise (the “Exercise Shares”) to (i) the Holder’s or its designee’s

balance account with The Depository Trust Company (“DTC”) through its Deposit Withdrawal At Custodian system or (ii) in

book-entry form via a direct registration system (“DRS”) maintained by or on behalf of the Transfer Agent, in each

case, so long as either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or the

resale of such Warrant Shares by the Holder or (B) the Exercise Shares are eligible for resale by the Holder without volume or manner-of-sale

restrictions pursuant to Rule 144 promulgated under the Securities Act. If (A) and (B) above are not true, the Company

shall cause the Transfer Agent to either (i) record the Exercise Shares in the name of the Holder or its designee on the certificates

reflecting the Exercise Shares with an appropriate legend regarding restriction on transferability, which shall be issued and dispatched

by overnight courier to the address as specified in the Exercise Notice, and on the Company’s share register or (ii) issue

such Exercise Shares in the name of the Holder or its designee in restricted book-entry form in the Company’s share register. If

this Warrant is being exercised for Pre-Funded Warrants, the Company shall issue and dispatch by overnight courier to the address specified

in the Exercise Notice, Pre-Funded Warrants to purchase a number of shares of Common Stock equal to the number of Warrant Shares with

respect to which this Warrant is being exercised. The Holder, or any Person so designated by the Holder to receive Warrant Shares or Pre-Funded

Warrants, shall be deemed to have become the holder of record of such Warrant Shares or Pre-Funded Warrants as of the Exercise Date, irrespective

of the date such Warrant Shares or Pre-Funded Warrants are credited to the Holder’s DTC account, the date of the book entry positions

or the date of delivery of the certificates evidencing such Exercise Shares or Pre-Funded Warrants, as the case may be.

(b)            In

addition to any other rights available to the Holder, if this Warrant is being exercised for Warrant Shares and if the Company fails to

deliver, or cause the Transfer Agent to deliver, to the Holder or its designee Exercise Shares in the manner required pursuant to Section 5(a) within

the Standard Settlement Period following the Exercise Date (other than a failure caused by incorrect or incomplete information provided

by the Holder to the Company) and the Holder or the Holder’s broker on its behalf purchases (in an open market transaction or otherwise)

shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving

upon such exercise (a “Buy-In”) but did not receive within the Standard Settlement Period, then the Company shall,

within two (2) Trading Days after the Holder’s request and in the Holder’s sole discretion, promptly honor its obligation

to deliver to the Holder or its designee the Exercise Shares pursuant to Section 5(a) and pay cash to the Holder in an

amount equal to the excess (if any) of the Holder’s total purchase price (including brokerage commissions, if any) for the shares

of Common Stock so purchased in the Buy-In, less the product of (A) the number of shares of Common Stock purchased in the Buy-In,

times (B) the Closing Sale Price of a share of Common Stock on the Exercise Date. The Holder shall provide the Company written notice

promptly after the occurrence of a Buy-In, indicating the amounts payable to the Holder in respect of the Buy-In together with applicable

confirmations and other evidence reasonably requested by the Company.

the extent permitted by law and subject to Section 5(b), the Company’s obligations to issue and deliver Warrant Shares

or Pre-Funded Warrants, as the case may be, in accordance with and subject to the terms hereof (including the limitations set forth in

Section 10 below) are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same,

any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the

same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person

of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any

other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Warrant

Shares or Pre-Funded Warrants. Subject to Section 5(b), nothing herein shall limit the Holder’s right to pursue any

other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive

relief with respect to the Company’s failure to timely deliver Exercise Shares; provided, however, that the Holder shall not be

entitled to both (i) require the Company to reinstate the portion of the Warrant and equivalent number of Warrant Shares or Pre-Funded

Warrants for which such exercise was not timely honored and (ii) receive the number of shares of Common Stock that would have been

issued if the Company had timely complied with its delivery requirements under Section 5(a).

6.             Charges,

Taxes and Expenses. Issuance and delivery of Exercise Shares shall be made without charge to the Holder for any issue or transfer

tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such

shares, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not be required to pay

any tax that may be payable in respect of any transfer involved in the registration of any Warrant Shares or Pre-Funded Warrants or the

Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other tax liability

that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares or Pre-Funded Warrants upon exercise hereof.

7.             Replacement

of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange

and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt

of evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case) and, in each case, a customary and

reasonable contractual indemnity, if requested by the Company. If a New Warrant is requested as a result of a mutilation of this Warrant,

then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue

the New Warrant.

8.             Reservation

of Warrant Shares. The Company covenants that it will, at all times while this Warrant is outstanding, reserve and keep available

out of the aggregate of its authorized but unissued and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue

Warrant Shares upon exercise of this Warrant as herein provided, the number of Warrant Shares that are initially issuable and deliverable

upon the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase rights of persons other than the

Holder (taking into account the adjustments and restrictions of Section 9). The Company covenants that all Warrant Shares

so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof,

be duly and validly authorized, issued and fully paid and non-assessable. The Company will take all such action as may be reasonably necessary

to assure that such shares of Common Stock may be issued as provided herein without violation of any applicable law or regulation, or

of any requirements of any securities exchange or automated quotation system upon which the Common Stock may be listed. The Company further

covenants that it will not, without the prior written consent of the Holder, take any actions to increase the par value of the Common

Stock at any time while this Warrant is outstanding.

9.             Certain

Adjustments. The Exercise Price and number of Warrant Shares issuable upon exercise of this Warrant (the “Number of Warrant

Shares”) are subject to adjustment from time to time as set forth in this Section 9.

(a)            Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common

Stock or otherwise makes a distribution on any class of capital stock issued and outstanding on the Original Issue Date and in accordance

with the terms of such stock on the Original Issue Date or as amended, that is payable in shares of Common Stock, (ii) subdivides

its outstanding shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of

Common Stock into a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional

shares of Common Stock of the Company, then in each such case the Number of Warrant Shares shall be multiplied by a fraction, the numerator

of which shall be the number of shares of Common Stock outstanding immediately after such event and the denominator of which shall be

the number of shares of Common Stock outstanding immediately before such event. Any adjustment made pursuant to clause (i) of this

Section 9(a) shall become effective immediately after the record date for the determination of stockholders entitled

to receive such dividend or distribution, provided, however, that if such record date shall have been fixed and such dividend is not

fully paid on the date fixed therefor, the Number of Warrant Shares shall be recomputed accordingly as of the close of business on such

record date and thereafter the Number of Warrant Shares shall be adjusted pursuant to this Section 9(a) as of the time

of actual payment of such dividends. Any adjustment pursuant to clause (ii), (iii) or (iv) of this Section 9(a) shall

become effective immediately after the effective date of such subdivision, combination or issuance.

(b)            Pro

Rata Distributions. If, at any time while this Warrant is outstanding, the Company shall declare or make any dividend or other pro

rata distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or

otherwise (including, without limitation, any distribution of cash, stock or other securities, property, options, evidence of indebtedness

or any other assets by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar

transaction, but, for the avoidance of doubt, excluding any distribution of shares of Common Stock subject to Section 9(a),

any distribution of Purchase Rights (as defined below) subject to Section 9(c) and any Fundamental Transaction (as defined

below) subject to Section 9(d)) (a “Distribution”) then, in each such case, the Holder shall be entitled

to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number

of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise

of this Warrant, including without limitation, the Maximum Percentage (as defined below)) immediately before the date on which a record

is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are

to be determined for the participation in such Distribution; provided, that to the extent that the Holder’s right

to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,

then the Holder shall not be entitled to participate in such Distribution to such extent (and shall not be entitled to beneficial ownership

of such shares of Common Stock as a result of such Distribution (and beneficial ownership) to such extent) and the portion of such Distribution

shall be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder

and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such Distribution

(and any Distributions declared or made on such initial Distribution or on any subsequent Distribution held similarly in abeyance) to

the same extent as if there had been no such limitation.

Rights. If at any time while this Warrant is outstanding, the Company grants, issues or sells any Options, Convertible Securities

or rights to purchase stock, warrants, securities or other property, in each case pro rata to the record holders of any class of Common

Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase

Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock

acquirable upon complete exercise of this Warrant (without regard to any limitations or restrictions on exercise of this Warrant, including

without limitation, the Maximum Percentage) immediately before the date on which a record is taken for the grant, issuance or sale of

such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for

the grant, issuance or sale of such Purchase Rights; provided, that to the extent that the Holder’s right to participate

in any such Purchase Right would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, then the Holder

shall not be entitled to participate in such Purchase Right to such extent (and shall not be entitled to beneficial ownership of such

Common Stock as a result of such Purchase Right (and beneficial ownership) to such extent) and such Purchase Right to such extent shall

be held in abeyance for the benefit of the Holder until such time or times as its right thereto would not result in the Holder and the

other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder shall be granted such right (and any Purchase

Right granted, issued or sold on such initial Purchase Right or on any subsequent Purchase Right to be held similarly in abeyance) to

the same extent as if there had been no such limitation). As used in this Section 9(c), (i) “Options” means

any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities and (ii) “Convertible

Securities” mean any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable

for shares of Common Stock.

(d)            Fundamental

Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company

with or into another Person, in which the Company is not the surviving entity or in which the stockholders of the Company immediately

prior to such merger or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately

after such merger or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets

in one or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another

Person), holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and

the Company or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase

agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)

with another Person whereby such other Person acquires more than 50% of the voting power of the capital stock of the Company (except

for any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the

same proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification

of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for

other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)

(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have

the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled

to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the

holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant (including any Distributions or Purchase Rights

then held in abeyance pursuant to Sections 9(b) or 9(c) above) without regard to any limitations on exercise

contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which

the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (A) the Alternate

Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant as set forth

in the paragraph below or (B) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving

entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate

Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under

this Warrant. The provisions of this Section 9(d) shall similarly apply to subsequent transactions analogous to a Fundamental

Transaction type.

Notwithstanding anything contained

herein to the contrary, solely in connection with the circumstances described in subclause (A) above, the Holder may, in its sole

discretion, satisfy its obligation to pay the Exercise Price through a “cashless exercise”, in which event the Company shall

issue to the Holder the number of Warrant Shares in an exchange of securities effected pursuant to Section 3(a)(9) of the Securities

Act, determined as follows:

X = Y [(A-B)/A]

where:

“X” equals the number

of Warrant Shares to be issued to the Holder;

“Y” equals the total

number of Warrant Shares with respect to which this Warrant is then being exercised;

“A” equals the Closing

Sale Price of the shares of Common Stock (as reported by Bloomberg Financial Market) as of the Trading Day on the date immediately preceding

the Exercise Date; and

“B” equals the Exercise

Price then in effect for the applicable Warrant Shares at the time of such exercise.

For purposes of Rule 144

promulgated under the Securities Act, it is intended, understood and acknowledged that the Warrant Shares issued in a “cashless

exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be

deemed to have commenced, on the Original Issue Date (provided that the Commission continues to take the position that such treatment

is proper at the time of such exercise). Except as set forth in Section 5(b) (Buy-in Remedy) and Section 12

(No Fractional Shares), in no event will the exercise of this Warrant be settled in cash.

(e)            Number

of Warrant Shares. Simultaneously with any adjustment to the Number of Warrant Shares pursuant to Section 9, the Exercise

Price shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for

the increased or decreased Number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to

such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock

then in effect.

(f)            Calculations.

All calculations under this Section 9 shall be made to the nearest one-tenth of one cent or the nearest share, as applicable.

(g)            Notice

of Adjustments. Upon the occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at

the written request of the Holder, promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and

prepare a certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type

of Warrant Shares or other securities issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise

to such adjustments and showing in detail the facts upon which such adjustment is based. Upon written request, the Company will promptly

deliver a copy of each such certificate to the Holder and to the Transfer Agent.

(h)            Notice

of Corporate Events. If, while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of

cash, securities or other property in respect of its Common Stock, including, without limitation, any granting of rights or warrants

to subscribe for or purchase any capital stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement

contemplating or solicits stockholder approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation

or winding up of the affairs of the Company, then the Company shall deliver to the Holder a notice of such transaction at least ten (10) days

prior to the applicable record or effective date on which a Person would need to hold Common Stock in order to participate in or vote

with respect to such transaction; provided, however, that the failure to deliver such notice or any defect therein shall not affect the

validity of the corporate action required to be described in such notice. In addition, if while this Warrant is outstanding, the Company

authorizes or approves, enters into any agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated

by Section 9(d), other than a Fundamental Transaction under clause (iii) of Section 9(d), the Company shall

deliver to the Holder a notice of such Fundamental Transaction at least thirty (30) days prior to the date such Fundamental Transaction

is consummated. Holder agrees to maintain any information disclosed pursuant to this Section 9(h) in confidence until

such information is publicly available, and shall comply with applicable law with respect to trading in the Company’s securities

following receipt of any such information.

(i)             Notice

of Data Announcement. The Company shall provide the Holder with prompt written notice of the occurrence of the Data Announcement,

which written notice shall in no event be delivered to the Holder more than two Trading Days following such Data Announcement.

(j)

Voluntary Adjustment By Company. Subject to the rules and regulations of the

Principal Trading Market, the Company may at any time during the term of this Warrant, reduce the then-current Exercise Price to any

amount and for any period of time deemed appropriate by the board of directors of the Company.

10.           Limitations

on Exercise.

(a)            Notwithstanding

anything to the contrary contained herein, the Company shall not effect the exercise of any portion of this Warrant (other than for Pre-Funded

Warrants), and the Holder of this Warrant shall not have the right to exercise any portion of the Warrant (other than for Pre-Funded Warrants),

and any such exercise shall be null and void ab initio and treated as if the exercise had not been made, to the extent that immediately

prior to or following such exercise, the Holder, together with the Attribution Parties, beneficially owns or would beneficially own as

determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder, in excess of [4.99][9.99]%

(the “Maximum Percentage”) of the Common Stock that would be issued and outstanding following such exercise. For purposes

of calculating beneficial ownership for determining whether the Maximum Percentage is or will be exceeded, the aggregate number of shares

of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties, shall include the number of shares

of Common Stock held and/or beneficially owned by the Holder together with the Attribution Parties plus the number of shares of Common

Stock issuable upon exercise of the relevant Warrant with respect to which the determination is being made but shall exclude the number

of shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised Warrant held and/or beneficially

owned by the Holder or the Attribution Parties and (ii) exercise or conversion of the unexercised or unconverted portion of any other

securities of the Company held and/or beneficially owned by such Holder or any Attribution Party (including, without limitation, any convertible

notes, convertible stock or warrants) that are subject to a limitation on conversion or exercise analogous to the limitation contained

herein. For purposes of this Section 10(a), beneficial ownership of the Holder or the Attribution Parties shall, except as

set forth in the immediately preceding sentence, be calculated and determined in accordance with Section 13(d) of the Exchange

Act and the rules promulgated thereunder. For purposes of this Warrant, in determining the number of outstanding shares of Common

Stock, a Holder of this Warrant may rely on the number of outstanding shares of Common Stock as reflected in (1) the Company’s

most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Commission, as the case may

be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting

forth the number of shares of Common Stock outstanding (such issued and outstanding shares, the “Reported Outstanding Share Number”).

For any reason at any time, upon the written or oral request of the Holder, the Company shall within one business day confirm orally and

in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding. The Holder shall disclose to the

Company the number of shares of Common Stock that it, together with the Attribution Parties holds and/or beneficially owns and has the

right to acquire through the exercise of derivative securities and any limitations on exercise or conversion analogous to the limitation

contained herein contemporaneously or immediately prior to submitting an Exercise Notice for the relevant Warrant. If the Company receives

an Exercise Notice from the Holder at a time when the actual number of outstanding shares of Common Stock is less than the Reported Outstanding

Share Number, the Company shall (i) notify the Holder in writing of the number of shares of Common Stock then outstanding and, to

the extent that such Exercise Notice would otherwise cause the Holder’s, together with the Attribution Parties’, beneficial

ownership, as determined pursuant to this Section 10(a), to exceed the Maximum Percentage, the Holder must notify the Company

of a reduced number of Warrant Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is

reduced, the “Reduction Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder

any exercise price paid by the Holder for the Reduction Shares. In any case, the number of outstanding shares of Common Stock shall be

determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and the

Attribution Parties since the date as of which the Reported Outstanding Share Number was reported. In the event that the issuance of Common

Stock to the Holder upon exercise of this Warrant results in the Holder, together with the Attribution Parties, being deemed to beneficially

own, in the aggregate, more than the Maximum Percentage of the number of outstanding shares of Common Stock (as determined under Section 13(d) of

the Exchange Act), the number of shares so issued by which the Holder’s, together with the Attribution Parties’, aggregate

beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”) shall be deemed null and void and shall be

cancelled ab initio, and the Holder and/or the Attribution Parties shall not have the power to vote or to transfer the Excess Shares.

As soon as reasonably practicable after the issuance of the Excess Shares has been deemed null and void, the Company shall return to the

Holder the exercise price paid by the Holder for the Excess Shares, if any. By written notice to the Company, a Holder of this Warrant

may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 19.99% specified in such notice;

provided that any increase in the Maximum Percentage will not be effective until the 61st day after such notice is delivered to the Company

and shall not negatively affect any partial exercise effected prior to such change.

(b)            This

Section 10 shall not restrict the number of shares of Common Stock which a Holder or the Attribution Parties may receive or

beneficially own in order to determine the amount of securities or other consideration that such Holder or the Attribution Parties may

receive in the event of a Fundamental Transaction as contemplated in Section 9(d) of this Warrant. For purposes of clarity,

the shares of Common Stock issuable pursuant to the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be

beneficially owned by the Holder or the Attribution Parties for any purpose including for purposes of Section 13(d) of the Exchange

Act and the rules promulgated thereunder or Section 16 of the Exchange Act and the rules promulgated thereunder, including

Rule 16a-1(a)(1). No prior inability to exercise this Warrant pursuant to this paragraph shall have any effect on the applicability

of the provisions of this paragraph with respect to any subsequent determination of exercisability. The provisions of this Section 10

shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 10 to the

extent necessary to correct this Section 10 or any portion of this Section 10 which may be defective or inconsistent

with the intended beneficial ownership limitation contained in this Section 10 or to make changes or supplements necessary

or desirable to properly give effect to such limitation. The limitation contained in this Section 10 may not be waived and

shall apply to a successor holder of this Warrant.

11.           No

Fractional Shares or Pre-Funded Warrants. No fractional Warrant Shares or fractional Pre-Funded Warrants will be issued in connection

with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number of Warrant Shares to

be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market value (based on

the Closing Sale Price) for any such fractional shares.

12.           Notices.

Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing

and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered

via confirmed e-mail at the e-mail address specified by the Company prior to 5:30 P.M., New York City time, on a Trading Day, (ii) the

next Trading Day after the date of transmission, if such notice or communication is delivered via confirmed e-mail at the e-mail address

specified by the Company on a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any Trading Day, (iii) the

Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying next business day delivery,

or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery. Notice to the Company

shall be delivered, mailed or sent to Editas Medicine, Inc., 11 Hurley St., Cambridge, MA 02141, Attention: General Counsel, E-mail:

legal@editasmed.com, with a copy (which shall not constitute notice) to: Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston,

MA 02109, Attention: Stuart M. Falber, Email: stuart.falber@wilmerhale.com. Notice to the Holder shall be delivered, mailed or sent to

such address or other contact information delivered by the Holder to the Company or as is on the books and records of the Company.

13.           Warrant

Agent. The Company shall initially serve as warrant agent under this Warrant. Upon 30 days’ notice to the Holder, the Company

may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting

from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new

warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent

under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant

agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

14.           Miscellaneous.

(a)            No

Rights as a Stockholder. Except as otherwise set forth in this Warrant, the Holder, solely in such Person’s capacity as a holder

of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose,

nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder

of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action

(whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, amalgamation, conveyance or otherwise),

receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant

Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant

shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise)

or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

(b)            Further

Assurances. Except as and to the extent waived or consented to by the Holder, the Company shall not by any action, including, without

limitation, amending its certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger,

dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of

the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all

such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without

limiting the generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount

payable therefor upon such exercise immediately prior to such increase in par value, (b) take all such action as may be necessary

or appropriate in order that the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise

of this Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any

public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or

in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary

from any public regulatory body or bodies having jurisdiction thereof.

and Assigns. Subject to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may

not be assigned by the Company without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction.

This Warrant shall be binding on and inure to the benefit of the Company and the Holder and their respective successors and assigns.

Subject to the preceding sentence, nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder

any legal or equitable right, remedy or cause of action under this Warrant.

(d)            Amendment

and Waiver. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors and assigns. Except

as otherwise provided herein, the Company may take any action herein prohibited, or omit to perform any act herein required to be performed

by it, only if the Company has obtained the written consent of the Holder.

(e)            Acceptance.

Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

(f)            Governing

Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED

BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW

THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS

SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH

ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),

AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT

TO THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS

TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT

DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE

GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO

SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.

(g)            Headings.

The headings herein are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any

of the provisions hereof.

(h)            Severability.

If any part or provision of this Warrant is held unenforceable or in conflict with the applicable laws or regulations of any jurisdiction,

the invalid or unenforceable part or provisions shall be replaced with a provision which accomplishes, to the extent possible, the original

business purpose of such part or provision in a valid and enforceable manner, and the remainder of this Warrant shall remain binding

upon the parties hereto.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Company

has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

EDITAS

MEDICINE, INC.

By:

Name:

Title:

SCHEDULE 1

FORM OF EXERCISE NOTICE

[To be executed by the Holder to purchase shares

of Common Stock under the Warrant]

Ladies and Gentlemen:

(1) The undersigned is the Holder of Warrant No. __ (the

“Warrant”) issued by Editas Medicine, Inc., a Delaware corporation (the “Company”). Capitalized terms

used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.

(2) The undersigned hereby exercises its right to purchase (i) ____

Warrant Shares pursuant to the Warrant and (ii) ____ Pre-Funded Warrants in lieu of Warrant Shares pursuant to the Warrant.

(3) The Holder shall pay the sum of $ _____ in immediately available

funds to the Company in accordance with the terms of the Warrant.

(4) Pursuant to this Exercise Notice, the Company shall deliver

to the Holder Warrant Shares or Pre-Funded Warrants determined in accordance with the terms of the Warrant.

The Warrant Shares shall be delivered to the following DWAC Account number:

Pre-Funded Warrants shall be delivered to the following address:

(5) By its delivery of this Exercise Notice, the undersigned represents

and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in excess of the

number of shares of Common Stock (as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as

amended) permitted to be owned under Section 10(a) of the Warrant to which this notice relates.

Dated:

Name of Holder:

By:

Name:

Title:

(Signature must conform in all respects to name

of Holder as specified on the face of the Warrant)

SCHEDULE 2

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required

information. Do not use this form to exercise the Warrant to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced

thereby are hereby assigned to:

Name:

(Please Print)

Address:

Phone Number:

Email Address:

Dated:

Holder’s Signature:

Holder’s Address:

SCHEDULE 3

FORM OF PRE-FUNDED WARRANT

FORM OF PRE-FUNDED WARRANT TO PURCHASE

COMMON STOCK

Number of Shares: [·]

(subject to adjustment)

Pre-Funded Warrant No. [·]

Original

Issue Date: May [·], 2026

Editas

Medicine, Inc., a Delaware corporation (the “Company”), hereby certifies that, for good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, [·] or its registered assigns (the “Holder”), is

entitled, subject to the terms set forth below, to purchase from the Company up to a total of [·] shares of common stock, $0.0001

par value per share (the “Common Stock”), of the Company (each such share, a “Warrant Share” and

all such shares, the “Warrant Shares”) at an exercise price per share equal to $0.0001 (as adjusted from time to time

as provided in Section 9 herein, the “Exercise Price”), upon surrender of this Pre-Funded Warrant to Purchase

Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”)

at any time and from time to time on or after the date hereof (the “Original Issue Date”), subject to the following

terms and conditions:

1.            Definitions.

For purposes of this Warrant, the following terms shall have the

following meanings:

“Affiliate”

means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediates, controls, is

controlled by or is under common control with such Person.