AMENDED AND RESTATED OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • May 12th, 2023 • Carisma Therapeutics Inc. • Pharmaceutical preparations • New York
Carisma Therapeutics Inc. (formerly Sesen Bio, Inc.), a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), under one or more registration statements on Form S-3 filed with the Commission (as defined below) on the terms set forth in this agreement (this “Agreement”). This Agreement hereby amends and restates in its entirety that certain Open Market Sale AgreementSM dated November 29, 2019, by and between the Company and the Agent, as amended by Amendment No. 1, dated October 30, 2020, Amendment No. 2, dated February 17, 2021, and Amendment No. 3, dated June 1, 2021 (the “Original Agreement”), which Original Agreement shall have no further force or effect.
