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.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 2nd, 2024 • Senti Biosciences, Inc. • Biological products, (no disgnostic substances) • Delaware
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).
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”).
