Foghorn Therapeutics Inc (FHTX)

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Under the Stock Purchase Agreement, the Company has agreed to sell 4,000,000 shares of Common Stock (the “Shares”) to Lilly at $20.00 per share, for an aggregate purchase price of $80,000,000, on December 10, 2021 (the “SPA Closing”). In accordance with the Stock Purchase Agreement, the Company has amended its Amended and Restated Investors’ Rights Agreement, as previously amended (the “Investors’ Rights Agreement”), to provide Lilly with certain registration rights, including (i) the right to request that the Company file a registration statement on Form S-3 with respect to the Shares under conditions described in the Investors’ Rights Agreement; and (ii) in the event that the Company proposes to register any securities under the Securities Act, the right to certain “piggyback” registration rights allowing Lilly to include its registrable securities in such registration, subject to certain marketing and other limitations. In addition, pursuant to the Stock Purchase Agreement, the Company is obligated to use commercially reasonable efforts to allow Lilly to participate in future offerings of shares of Common Stock in an amount equal to its pro rata ownership of Common Stock, subject to certain limitations and exceptions, which obligation expires if Lilly ceases to hold all of the Shares or does not fully participate up to its pro rata ownership in any such offering. Lilly also has agreed to certain restrictions regarding an acquisition of the Company until the earlier of 540 days from the SPA Closing or such time as Lilly holds less than 2% of the outstanding Common Stock