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.
SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2021 • Sensei Biotherapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”), is entered into effective as of, and contingent upon, the closing of the Company’s initial public offering (the “Effective Date”), by and between Sensei Biotherapeutics, Inc. (the “Company”) and Robert Pierce, M.D. (the “Executive”). This Agreement amends, restates, and supersedes in its entirety the Amended and Restated Employment Agreement between the Company and the Executive (the “Prior Agreement”).
SENSEI BIOTHERAPEUTICS, INC. [AMENDED AND RESTATED] WARRANT TO PURCHASE COMMON STOCK VOID AFTERSensei Biotherapeutics, Inc. • February 1st, 2021 • 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. ]
WARRANT TO PURCHASE COMMON STOCKSensei Biotherapeutics, Inc. • February 1st, 2021 • 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 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.
