“As further set forth in this agreement (this “Agreement”), Fulcrum Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell from time to time from and after November 4, 2021 through Piper Sandler & Co. (the “Agent”), as sales agent, the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate gross offering price of up to $150,000,000 (such shares of Common Stock to be sold pursuant to this Agreement, the “Shares”) on terms set forth herein.”
2. The reference to “a registration statement on Form S-3” in the first sentence of Section 1(a)(i) of the Equity Distribution Agreement shall be deemed to refer to the Shelf Registration Statement.
3. Section 3(o)(ii) of the Equity Distribution Agreement is hereby deleted and replaced with the following:
“Goodwin Procter LLP, intellectual property and patent counsel for the Company, to furnish to the Agent the opinion of such counsel, dated as of such date and addressed to the Agent, in form and substance reasonably satisfactory to the Agent; provided however, the opinion of counsel shall only be required for the first Settlement Date.”
4. Schedules 1 and 2 of the Equity Distribution Agreement are hereby amended and restated in their entirety as set forth in Schedules 1 and 2 to this Amendment.
B. First Placement Notice. The parties to this Amendment agree that the first Placement Notice delivered to the Agent following the execution of this Amendment shall constitute a “first Placement Notice” and “First Placement Notice” for all purposes under the Equity Distribution Agreement, as amended by the Amendment.
C. References to the Agreement. The parties to this Amendment agree that from and after the execution and delivery of this Amendment, references to the “Agreement” in the Equity Distribution Agreement shall mean the Equity Distribution Agreement, as amended by the Amendment.
D. No Other Amendments. Except as set forth in Part A above, all the terms and provisions of the Equity Distribution Agreement shall continue in full force and effect.
E. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment by one party to the other may be made by facsimile or email transmission.
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