SENSEI BIOTHERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [•], 20 Debt SecuritiesIndenture • March 15th, 2022 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE, dated as of [•], 20 , among SENSEI BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and [TRUSTEE], as trustee (the “Trustee”):
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 15th, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of January 10, 2020 between Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
SENSEI BIOTHERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OFPreferred Stock Warrant Agreement • March 15th, 2022 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • New York
THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SENSEI BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
SENSEI BIOTHERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OFCommon Stock Warrant Agreement • March 15th, 2022 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • New York
THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SENSEI BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • March 15th, 2022 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • New York
SENSEI BIOTHERAPEUTICS, INC. AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OFWarrant Agreement • March 15th, 2022 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • New York
THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between SENSEI BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).
Sensei Biotherapeutics, Inc. [•] Shares Common Stock ($0.0001 par value) Underwriting AgreementUnderwriting Agreement • February 1st, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • New York
This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
INVESTORS’ RIGHTS AGREEMENTInvestors' Rights Agreement • November 12th, 2020 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of January 10, 2020, by and among Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
SENSEI BIOTHERAPEUTICS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC AS RIGHTS AGENT STOCKHOLDER RIGHTS AGREEMENT DATED AS OF MARCH 7, 2023Stockholder Rights Agreement • March 7th, 2023 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
Agreement, dated as of March 7, 2023, between Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Rights Agent”).
FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of April 28, 2021 (the “Effective Date”), by and between Sensei Biotherapeutics, Inc. (the “Company”) and Erin Colgan (the “Executive”). This Agreement amends, restates, and supersedes in its entirety the Offer Letter between the Company and Executive that was dated June 10, 2020 (the “Prior Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2022 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of January 1, 2022 (the “Effective Date”), by and between Sensei Biotherapeutics, Inc. (the “Company”) and Erin Colgan (the “Executive”). This Agreement amends restates, and supersedes in its entirety the Offer Letter between the Company and Executive dated June 10, 2020 (the “Prior Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2024 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 21, 2024 by and between Sensei Biotherapeutics, Inc. (the “Company”) and Josiah Craver (the “Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), by and between Sensei Biotherapeutics, Inc., f/k/a Panacea Pharmaceuticals, Inc. (the “Company”) and John Celebi (the “Employee”), amends, restates, and supersedes in its entirety the Employment Agreement between the Company and the Employee that was effective February 22, 2018 (the “Prior Agreement”). This Agreement is entered into effective January 1, 2021 (the “Effective Date”).
SENSEI BIOTHERAPEUTICS, INC. [AMENDED AND RESTATED] WARRANT TO PURCHASE COMMON STOCK VOID AFTERWarrant Agreement • February 1st, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS CERTIFIES THAT, for value received, , or [its][his][her] assigns (the “Holder”), is entitled to subscribe for and purchase from SENSEI BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), the Exercise Shares at the Exercise Price (each subject to adjustment as provided herein). [This Warrant is issued pursuant to that certain Convertible Promissory Note issued by the Company to the Holder, dated as of the date hereof][(the “Note”)]. [This Amended and Restated Warrant amends and restates and supersedes in its entirety that certain Warrant to Purchase Common Stock dated as of April 1, 2019 (the “Prior Warrant”) which was issued to Holder pursuant to that certain Convertible Promissory Note issued by the Company to the Holder, dated as April 1, 2019 (the “Note”). Upon acceptance of this Warrant by Holder, Holder hereby agrees that the Prior Warrant is terminated in its entirety. ]
AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • June 23rd, 2023 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This Amendment to Stockholder Rights Agreement (this “Amendment”) is made effective as of the 23rd day of June, 2023. This Amendment is an amendment to the Stockholder Rights Agreement, dated as of March 7, 2023 (the “Rights Agreement”), between Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC (the “Rights Agent”). The Company and the Rights Agent are collectively referred to as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Rights Agreement.
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • February 1st, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT CERTIFIES THAT, for good and valuable consideration, the receipt of which is hereby acknowledged, [HOLDER] or its assignee or transferee (“Holder”) is entitled to purchase the number of fully paid and nonassessable shares of the Company (the “Shares”) at the Warrant Price all as set forth above and as adjusted pursuant to Article 2 of this warrant, subject to the provisions and upon the terms and conditions set forth in this warrant. This warrant is being issued to Holder in connection with the closing of an Equity Offering as defined in that certain Engagement Letter by and between the Company and Holder, dated as of September 17, 2018, as amended from time to time (the “Engagement Letter”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2023 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of December 7, 2022 (the “Effective Date”), by and between Sensei Biotherapeutics, Inc. (the “Company”) and Edward van der Horst (the “Executive”). This Agreement amends, restates, and supersedes in its entirety the Employment Agreement between the Company and Executive dated October 16, 2021 (the “Prior Agreement”).
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • May 9th, 2024 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS INDEPENDENT CONTRACTOR AGREEMENT (together with Exhibit A, the “Agreement”) made as of April 11, 2024 (the “Effective Date”), is between Erin Colgan, having an address at [***] (“Consultant”) and Sensei Biotherapeutics, Inc., having an address at 1405 Research Blvd, Suite 125, Rockville, MD 20850 (“Client”). Client desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide Consulting Services (defined below) to Client, all as provided in this Agreement.
PURCHASE AGREEMENTPurchase Agreement • May 23rd, 2023 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2023 by and among Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), on the one hand, and Apeiron Investment Group Ltd., a Malta private limited company, Presight Sensei Co-Invest Fund, L.P., a Delaware limited partnership, Presight Sensei Co-Invest Management, L.L.C., a Delaware limited liability company, Christian Angermayer, an individual, Apeiron SICAV Ltd. - Presight Capital Fund ONE, a Malta private limited company, and Altarius Asset Management Ltd., a Malta private limited company (each, an “Apeiron Party” and collectively, the “Apeiron Parties”), on the other hand. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 5.3 below.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • March 29th, 2023 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Washington
THIS INDEPENDENT CONTRACTOR AGREEMENT (together with Exhibit A, the “Agreement”) made as of December 7, 2022 (the “Effective Date”), is between Doctor Hope LLC, having an address at [***] (“Consultant”) and Sensei Biotherapeutics, Inc., having an address at 451 D Street, Unit 710, Boston, Massachusetts 02210 (“Client”). Client desires to have the benefit of Consultant’s knowledge and experience, including the knowledge and experience of Robert Hamilton Pierce, MD (“Dr. Pierce), and Consultant desires to provide Consulting Services (defined below) to Client, all as provided in this Agreement.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • November 12th, 2020 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Washington
THIS NON-EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made and effective as of January 3, 2020 (the “Effective Date”) by and between Alvaxa Biosciences, Incorporated having a principal place of business at 2126 N. 51st Street, Seattle, WA 98103 (“Company”), and Fred Hutchinson Cancer Research Center (“Fred Hutch”), having a principal place of business at 1100 Fairview Avenue North, Seattle Washington 98109-1024, USA.
AMENDMENT NO. 1 TO SERVICES AGREEMENTServices Agreement • May 9th, 2024 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amendment No. 1 to Services Agreement (the “Amendment”) amends that certain Services Agreement (the “Agreement”), dated April 13, 2023, by and between Sensei Biotherapeutics, Inc. (the “Client”) and Monomoy Advisors, LLC (“Monomoy”). This Amendment shall be effective as of the date all Parties have signed this Amendment. The Client and Monomoy are herein sometimes referred to individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective, by and between 9 Feb 2020 Sensei Biotherapeutics, Inc. (the “Company”) and Robert Pierce, M.D. (the “Employee”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 1st, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of December 29, 2020, by and among Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor” and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • California
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into effective October 13, 2020, by and between Sensei Biotherapeutics, Inc. (the “Company”) and Anupama Hoey (the “Employee”).
INDEPENDENT CONTRACTOR AND STRATEGIC ADVISORY SERVICES AGREEMENTIndependent Contractor and Strategic Advisory Services Agreement • January 15th, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS INDEPENDENT CONTRACTOR AND STRATEGIC ADVISORY SERVICES AGREEMENT (together with Exhibit A, the “Agreement”) made as of May 8, 2018 (the “Effective Date”) is between Samuel Broder, M.D., having an address at 8612 Honeybee Lane, Bethesda, Maryland 20817 (“Consultant”) and Sensei Biotherapeutics, Inc., a corporation having an address at 620 Professional Drive, Gaithersburg, Maryland 20879 (“Client”). Client desires to have the benefit of Consultant’s knowledge and experience, and Consultant desires to provide Consulting Services (defined below) to Client, all as provided in this Agreement.
STOCK PURCHASE AGREEMENT BY AND AMONG SENSEI BIOTHERAPEUTICS, INC., AND STOCKHOLDERS OF ALVAXA BIOSCIENCES, INC. Dated as of May 18, 2020Stock Purchase Agreement • January 15th, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of May 18, 2020 by and among Sensei Biotherapeutics, Inc., a Delaware corporation (“Buyer”), Alvaxa Biosciences, Inc., a Delaware corporation (the “Company”) and the undersigned stockholders of the Company (collectively, the “Sellers”).
SECOND AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENTStockholder Rights Agreement • March 5th, 2024 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Delaware
This Second Amendment to Stockholder Rights Agreement (this “Second Amendment”) is made effective as of the 5th day of March, 2024. This Second Amendment is an amendment to the Stockholder Rights Agreement, dated as of March 7, 2023 (the “2023 Rights Agreement”), between Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (f/k/a/ American Stock Transfer & Trust Company, LLC) (the “Rights Agent”), as amended by the Amendment to Stockholder Rights Agreement, dated June 23, 2023, between the Company and the Rights Agent (the “First Amendment”, and together with the 2023 Rights Agreement, the “Rights Agreement”). The Company and the Rights Agent are collectively referred to as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Rights Agreement.
