LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Keith Gottesdiener,
Carman Alenson and Karen Brown of Prime Medicine, Inc., a Delaware corporation
(the "Company"), and each of Kingsley Taft and Marishka DeToy of Goodwin Procter LLP,
signing singly, and with full power of substitution, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of the Company, from time to time the following
U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any
attached documents (such as Update Passphrase Authentication), to effect the assignment
of codes to the undersigned to be used in the transmission of information to the SEC
using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of
Securities, including any attached documents; (iii) Form 4, Statement of Changes in
Beneficial Ownership of Securities, including any attached documents; (iv) Form 5,
Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a)
of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including
any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof,
in accordance with the Securities Exchange Act of 1934, as amended, and the rules
thereunder, including any attached documents;
(2) do and perform any and all acts for and on behalf of the undersigned that
may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D
or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any
securities exchange, national association or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the
best interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such terms and conditions as
such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting singly, full
power and authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers herein
granted, as fully to all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation, hereby ratifying
and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of attorney
and the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16 or Regulation 13D-G of the Securities
Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the
attorneys-in-fact and the Company from and against any demand, damage, loss, cost or
expense arising from any false or misleading information provided by the undersigned
to the attorneys-in-fact.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file such forms with respect to the undersigned's
holdings of and transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
This Power of Attorney supersedes any prior power of attorney in connection with the
undersigned's capacity as an officer and/or director of the Company. This Power of Attorney
shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be
an employee of the Company or Goodwin Procter LLP, as the case may be.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of May 10, 2023.
/s/ Jeffrey D. Marrazzo
Signature
Jeffrey D. Marrazzo
Print Name
