INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 28th, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 25, 2021, by and between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Dynamics Special Purpose Corp. Redwood City, CA 94061Securities Subscription Agreement • May 21st, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
We are pleased to accept the offer Dynamics Sponsor LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 750,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • May 28th, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May 25, 2021, is made and entered into by and among Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), Dynamics Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
SENTI BIOSCIENCES, INC. DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • May 10th, 2022 • Dynamics Special Purpose Corp. • Biological products, (no disgnostic substances) • Delaware
This Indemnification Agreement (“Agreement”) is made as of [__________], 202[_] by and between Senti Biosciences, Inc., a Delaware corporation (the “Company”), and [__________] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2021 • Dynamics Special Purpose Corp. • Blank checks
This Indemnification Agreement (“Agreement”) is made and entered into as of this 25th day of May, 2021, by and between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and Omid Farokhzad (“Indemnitee”).
DYNAMICS SPECIAL PURPOSE CORP. 20,000,000 Shares of Class A Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • May 28th, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 20,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 3,000,000 shares of the Company’s Class A common stock (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” To the extent that there are no additional Underwriters listed on Schedule 1 hereto other than you, the term “Representative” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or plural as the context requires.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2022 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 31, 2022, is by and between Chardan Capital Markets LLC, a New York limited liability company (the “Investor”), and Senti Biosciences, Inc., a Delaware corporation (the “Company”).
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • May 28th, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of May 25, 2021, is entered into by and between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and Dynamics Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 14th, 2022 • Dynamics Special Purpose Corp. • Blank checks • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 22nd day of October, 2020, by and among Senti Biosciences, Inc., a Delaware corporation (the “Company”) and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
Dynamics Special Purpose Corp. Redwood City, California 94061 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 28th, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and J.P. Morgan Securities LLC, as underwriter (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”) of 20,000,000 of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) (including 3,000,000 shares of Common Stock that may be purchased pursuant to the Underwriters’ option to purchase shares of Common Stock to cover over-allotments. The Common Stock will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein are defined in paragraph 1 hereof.
AMENDED AND RESTATED ChEF PURCHASE AGREEMENTChef Purchase Agreement • July 16th, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
statements and other information attached thereto or incorporated by reference therein as Exhibits thereto (as amended, the “Merger Form 8-K”), (2) the Company’s registration statement on Form S-4 (File No. 333-262707) initially filed with the Commission on February 14, 2022, including any related prospectus or prospectuses, for the registration of the Common Stock to be issued pursuant to the Business Combination Agreement by and among Senti Sub I, Inc. (formerly Senti Biosciences, Inc.), Explore Merger Sub, Inc. and Dynamics Special Purpose Corp., on file with the Commission at the time such registration statement became effective, including the financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of the effective date of such registration statement under the Securities Act (the “Company Form S-4 Registration Statement”), (3) the Company’s proxy statement/prospectus, dated
DYNAMICS SPECIAL PURPOSE CORP. Redwood City, CA 94061Administrative Services Agreement • May 28th, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Dynamics Special Purpose Corp. (the “Company”) and Dynamics Sponsor LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • May 24th, 2022 • Dynamics Special Purpose Corp. • Biological products, (no disgnostic substances) • New York
This Subscription Agreement (this “Subscription Agreement”) is being entered into in connection with the proposed business combination (the “Transaction”) between Dynamics Special Purpose Corp., a Delaware corporation (“Dynamics”), and Senti Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to a business combination agreement entered into on December 19, 2021, as amended on February 12, 2022 and again on the date hereof among Dynamics, the Company, Merger Sub and the other parties thereto (the “Transaction Agreement”) pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company as the surviving company in the Merger as a wholly-owned subsidiary of Dynamics. Capitalized terms used but not defined in this Subscription Agreement have the meaning given to them in the Transaction Agreement.
Designation AgreementDesignation Agreement • December 2nd, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances)
Reference is hereby made in this agreement (“Agreement”) to that certain Securities Purchase Agreement, dated as of the date hereof, by and among Senti Biosciences, Inc., a Delaware corporation (the “Company”) and the parties named therein (the “Purchase Agreement”) pursuant to which Celadon Partners SPV 24, a Cayman Islands limited liability company (the “Investor”) shall purchase certain of the Company’s Securities. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.
SENTI BIOSCIENCES, INC. CONSULTING AGREEMENT Effective Date: May 3, 2024Consulting Agreement • August 13th, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • California
This Consulting Agreement (the “Agreement”) is made as of the Effective Date set forth above by and between Senti Biosciences, Inc., having a principal place of business at 2 Corporate Drive, First Floor, South San Francisco, CA 94080 (“Senti”) and Yvonne Li, having an address at [***] 94303 (“Consultant”). Each of Senti and Consultant may be referred to herein as a “Party” or collectively as “Parties”.
SENTI BIOSCIENCES, INC.Offer of Employment • February 14th, 2022 • Dynamics Special Purpose Corp. • Blank checks
As you are aware, you had previously been providing services to Senti Biosciences, Inc. (the “Company”) pursuant to the Consulting Agreement entered into with the Company, dated July 1, 2016 (the “Consulting Agreement”). The Company is pleased to now offer you employment as the Company’s Chief Executive Officer (“CEO”) on the terms and conditions set forth in this letter agreement (the “Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
SUBLEASE AGREEMENTSublease Agreement • November 14th, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • California
THIS SUBLEASE AGREEMENT (this “Sublease”) is made and entered into this 7th day of August, 2023 (the “Effective Date”), by and between the SENTI BIOSCIENCES, INC., a Delaware corporation (hereinafter referred to as the “Sublandlord”) and GENEFAB, LLC, a Delaware limited liability company (hereinafter referred to as the “Subtenant”) (each a “Party”, and together, the “Parties”).
RESEARCH AND DEVELOPMENT AND LABORATORY LEASE AGREEMENT BETWEEN 1430 HARBOR BAY PKWY LLC AS LANDLORD AND SENTI BIOSCIENCES, INC. AS TENANT DATED JUNE 3, 2021Research and Development and Laboratory Lease Agreement • February 14th, 2022 • Dynamics Special Purpose Corp. • Blank checks
This Basic Lease Information is attached to and incorporated by reference to the Lease between Landlord and Tenant, as defined below.
AMENDMENT NO. 2 TO THE RESEARCH COLLABORATION AND LICENSE AGREEMENT BETWEEN SPARK THERAPEUTICS, INC. AND SENTI BIOSCIENCES, INC.Research Collaboration and License Agreement • August 11th, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 2 (“Amendment”) to the Research Collaboration and License Agreement is made effective as of May 12, 2023 (“Amendment Effective Date”), by and between Spark Therapeutics, Inc. (“Spark”) and Senti Biosciences, Inc. (“Senti”), together, the “Parties.”
ContractWarrant Agreement • December 2nd, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • New York
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT (THE “SECURITIES”) HAVE NOT BEEN REGISTERED UNDER SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT, (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144, (III) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT, OR (IV) THE SECURITIES ARE TRANSFERRED WITHOUT CONSIDERATION TO AN AFFILIATE OF SUCH HOLDER OR A CUSTODIAL NOMINEE (WHICH FOR THE AVOIDANCE OF DOUBT SHALL REQUIRE NEITHER CONSENT NOR THE DELIVERY OF AN OPINION).
Senti Biosciences, Inc. South San Francisco, CA 94080Option to Purchase Shares of Common Stock • November 1st, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This letter agreement (this “Agreement”) confirms our mutual agreement that, pursuant to that certain Framework Agreement, dated August 7, 2023 (the “Framework Agreement”), by and among Valere Bio, Inc. (“TopCo”), a Delaware corporation, GeneFab, LLC, a Delaware limited liability company and a wholly-owned subsidiary of TopCo (the “Holder”), and Senti Biosciences, Inc. (the “Company”), the Company hereby grants to the Holder the right and option, but not the obligation, to purchase shares of Common Stock from the Company on the following terms and conditions:
RESEARCH AND DEVELOPMENT AND LABORATORY LEASE AGREEMENT BETWEEN 1430 HARBOR BAY PKWY LLC AS LANDLORD AND SENTI BIOSCIENCES, INC. AS TENANT DATED JUNE _3_ , 2021Lease Agreement • March 22nd, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
This Basic Lease Information is attached to and incorporated by reference to the Lease between Landlord and Tenant, as defined below.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Patent License Agreement • February 14th, 2022 • Dynamics Special Purpose Corp. • Blank checks • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options).
AMENDMENT NO. 1 TO THE RESEARCH COLLABORATION AND LICENSE AGREEMENT BETWEEN SPARK THERAPEUTICS, INC. AND SENTI BIOSCIENCES, INC.Research Collaboration and License Agreement • March 22nd, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances)
This Amendment No. 1 (“Amendment”) to the Research Collaboration and License Agreement is made effective as of December 8, 2022 (“Amendment Effective Date”), by and between Spark Therapeutics, Inc. (“Spark”) and Senti Biosciences, Inc. (“Senti”).
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and Option Agreement • March 22nd, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances)
This letter ("Side Letter") relates to agreements between Senti Biosciences, Inc. ("Senti") and BlueRock Therapeutics LP (“BlueRock”) with respect to the Collaboration and Option Agreement between Senti and BlueRock dated May 21, 2021 (the “Agreement”). Any capitalized terms used herein but not otherwise defined herein shall have the meaning set forth in the Agreement.
SENTI BIOSCIENCES, INC. SCIENTIFIC ADVISORY BOARD AGREEMENT THIS SCIENTIFIC ADVISORY BOARD AGREEMENT (the “Agreement”) is made and entered into as of May 14, 2021 (the “Effective Date”), by and between SENTI BIOSCIENCES, INC., a Delaware corporation...Scientific Advisory Board Agreement • March 22nd, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • California
As part of its ongoing program of research and development, the Company desires to retain distinguished scientists and other qualified individuals to advise the Company with respect to its technology strategy and to assist it in the research, development and analysis of the Company’s technology. In furtherance thereof, the Company desires to retain Advisor as a consultant and member of the Company’s Scientific Advisory Board, and the Company and Advisor desire to enter into this Agreement.
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Collaboration and Option Agreement • February 14th, 2022 • Dynamics Special Purpose Corp. • Blank checks • Massachusetts
This COLLABORATION AND OPTION AGREEMENT (the “Agreement”), effective as of May 21, 2021 (the “Effective Date”), is made by and between SENTI BIOSCIENCES, INC., a Delaware corporation with its principal place of business at 2 Corporate Drive, South San Francisco, CA 94080 (“Senti”), and the BLUEROCK THERAPEUTICS LP, a Delaware limited partnership with its principal place of business at One Broadway, Floor Fifteen, Cambridge, MA 02142 (“BlueRock”). Senti and BlueRock are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder...Patent License Agreement • February 14th, 2022 • Dynamics Special Purpose Corp. • Blank checks • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Benchmarks and Performance), Appendix E (Commercial Development Plan), Appendix F (Example Royalty Report), and Appendix G (Royalty Payment Options).
COLLABORATION AND OPTION AGREEMENTCollaboration and Option Agreement • March 21st, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances)
This Collaboration and Option Agreement (together with any exhibits attached hereto, this “Agreement”) is made and entered into as of November 6, 2023 (the “Effective Date”), by and between Senti Biosciences, Inc., a Delaware corporation with its principal place of business at 2 Corporate Drive, South San Francisco, CA 94080 (“Senti”), and Celest Therapeutics (Shanghai) Co. Ltd, a limited company organized under the laws of the People’s Republic of China, with its principal place of business at 3rd Floor, Building No. 1, 795 Kangwei Rd, Pudong, Shanghai, China, 201315 and uniform social credit code of 91310115MA1K4QQK97 (“Celest”). Senti and Celest are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
SENTI BIOSCIENCES, INC.Offer of Employment • February 14th, 2022 • Dynamics Special Purpose Corp. • Blank checks
As you are aware, you had previously been providing services to Senti Biosciences, Inc. (the “Company”) pursuant to the Consulting Agreement entered into with the Company, dated July 1, 2016 (the “Consulting Agreement”). The Company is pleased to now offer you employment as the Company’s Chief Operating Officer (“COO”) on the terms and conditions set forth in this letter agreement (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 2nd, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances)
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 2, 2024, is entered into by and among Senti Biosciences, Inc., a Delaware corporation (the “Company”), and the several investors signatory hereto (individually as an “Investor” and collectively together with their respective permitted assigns, the “Investors”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement by and among the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).
DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENTDevelopment and Manufacturing Services Agreement • November 14th, 2023 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS DEVELOPMENT AND MANUFACTURING SERVICES AGREEMENT (this “Agreement”) is made as of August 7, 2023 (the “Effective Date”) by and between GeneFab, LLC, a Delaware limited company (“Provider”), with offices at 1101 Marina Village Parkway, Suite 201, Alameda, CA 94502, and Senti Biosciences, Inc., a Delaware corporation (“Senti”), with offices at 2 Corporate Drive, First Floor, South San Francisco, CA 94080. Provider and Senti are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO NON-REDEMPTION AGREEMENTNon-Redemption Agreement • May 10th, 2022 • Dynamics Special Purpose Corp. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO NON-REDEMPTION AGREEMENT (this “Amendment”), dated as of May , 2022, is made by and among Dynamics Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Dynamics Special Purpose Corp., a Delaware corporation (“DYNS”) and the undersigned investor (the “Investor”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Non-Redemption Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT BY AND AMONG DYNAMICS SPECIAL PURPOSE CORP., EXPLORE MERGER SUB, INC. AND SENTI BIOSCIENCES, INC. DATED AS OF DECEMBER 19, 2021Business Combination Agreement • December 20th, 2021 • Dynamics Special Purpose Corp. • Blank checks • New York
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 19, 2021, is made by and among Dynamics Special Purpose Corp., a Delaware corporation (“DYNS”), Explore Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Senti Biosciences, Inc., a Delaware corporation (the “Company”). DYNS, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties” (and each a “Party”). Capitalized terms used herein have the meanings set forth in Section 1.1 and Section 1.2.
