Entrada Therapeutics, Inc.
For the period ended Jun 13, 2024. Filed Apr 29, 2024.
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Jun 13, 2024 · Filed Apr 29, 2024
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Contents
APPENDIX A A-1
Appendix A
CERTIFICATE OF AMENDMENT
TO THE
FOURTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Entrada Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
The Corporation was originally incorporated pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) on September 22, 2016. The Fourth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 2, 2021 (the “Charter”). Pursuant to Section 242 of the DGCL, this Certificate of Amendment (this “Amendment”) amends certain provisions of the Charter.
This Amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the provisions of Section 242 of the DGCL.
The Charter is hereby amended by amending and restating Article VII thereof to read in its entirety as follows:
“ARTICLE VII
LIMITATION OF LIABILITY
Liability of Directors. To the fullest extent permitted by law, no Director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a Director, except for liability (a) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL or (d) for any transaction from which the Director derived an improper personal benefit. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of a Director, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Liability of Officers. To the fullest extent permitted by law, no Officer (as defined below) of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as an Officer of the Corporation, except for liability (a) for any breach of the Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) for any transaction from which the Officer derived an improper personal benefit, or (d) arising from any claim brought by or in the right of the Corporation. If the DGCL is amended after the effective date of this Certificate to authorize corporate action further eliminating or limiting the personal liability of an Officer, then the liability of an Officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Article VII, “Officer” shall mean an individual who has been duly appointed as an officer of the Corporation and who, at the time of an act or omission as to which liability is asserted, is deemed to have consented to service of process to the registered agent of the Corporation as contemplated by 10 Del. C. § 3114(b).
Amendment or Modification. Any amendment, repeal or modification of this Article VII by either of (i) the stockholders of the Corporation or (ii) an amendment to the DGCL, shall not adversely affect any right or protection existing at the time of such amendment, repeal or modification with respect to any acts or omissions occurring before such amendment, repeal or modification of a person serving as a Director or an Officer, as applicable, at the time of such amendment, repeal or modification.”
All other provisions of the Charter shall remain in full force and effect.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, this Certificate of Amendment to the Fourth Amended and Restated Certificate of Incorporation has been executed by a duly authorized officer of this Corporation on this day of , 2024.
| | ENTRADA THERAPEUTICS, INC. | | ||||||
|---|---|---|---|---|---|---|---|---|
| | By: | | | | | |||
| | | | | Name: | | | Nathan J. Dowden | |
| | | | | Title: | | | President | |
entrada THERAPEUTICS PRELIMINARY PROXY CARD – SUBJECT TO COMPLETION SCAN TO VIEW MATERIALS & VOTE ENTRADA THERAPEUTICS, INC. ONE DESIGN CENTER PLACE SUITE 17-500 BOSTON, MA 02210 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on June 12, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/TRDA2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on June 12, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Votes submitted through the mail must be received prior to June 12, 2024. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V44509-P04047 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY
ENTRADA THERAPEUTICS, INC. The Board of Directors recommends you vote FORthe following proposal: 1. Election of Director Nominee: For Withhold la. Gina Chapman The Board of Directors recommends you vote FOR the following proposal: For Against Abstain2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 3 I, 2024. The Board of Directors recommends you vote FOR the following proposal: For Against Abstain 3. Approval of an amendment to the Company's Fourth Amended and Restated Certificate of Incorporation to limit the liability of certain officers of theCompany as permitted by Delaware law. NOTE: In their discretion, the proxies are authorized to vote upon any other matters that are properly brought by or at the discretion of the Board of Directors before the 2024 Annual Meeting of Stockholders and at any adjournments or postponements thereof. Even if you are planning to attend the meeting virtually,you are urged to sign and mail this proxy in the return envelope so that the stock may be represented at the 2024 Annual Meeting of Stockholders. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should eachsign personally. All holders must sign. If a corporation or partnership, please sign in fullcorporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to be Held Online on June 13, 2024:The Notice, Proxy Statement and 2023 Annual Report are available for viewing, printing and downloading at www.proxyvote.com.V44510-P04047ENTRADA THERAPEUTICS, INC.2024 Annual Meeting of Stockholders June 13, 2024 9:30 AM ETThis proxy is solicited on behalf of the Board of Directors of Entrada Therapeutics, Inc.The undersigned hereby appoints Dipal Doshi and Jared Cohen, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of ENTRADA THERAPEUTICS, INC. that the undersigned is entitled to vote at the Annual Meeting to be held at 9:30 AM ET on June 13, 2024 virtually at www.virtualshareholdermeeting.com/TRDA2024 and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side
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