Exhibit 99.3
APEIRON INVESTMENT GROUP, LTD.
66 Amery Street, SLM1701
Sliema, Malta
March 9, 2023
[Nominee]
[Address]
| Re: | Sensei Biotherapeutics, Inc. |
Dear [Nominee]:
Thank you for agreeing to serve as a nominee for election to the Board of Directors of Sensei Biotherapeutics, Inc. (the “Company”) in connection with the proxy solicitation that Apeiron Investment Group, Ltd. and certain of its affiliates (collectively, “Apeiron”) are considering undertaking to nominate and elect directors at the Company’s 2023 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter (“Agreement”) will set forth the terms of our agreement.
Apeiron agrees to indemnify and hold you harmless against any and all claims of any nature arising from the Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to Apeiron of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by Apeiron), or material breach of the terms of this Agreement; provided, further, that except for acts in connection with the Solicitation and any related transactions which occurred prior to your being elected or appointed as a director of the Company, the indemnification and other obligations hereunder shall terminate upon your becoming a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a “Loss”).
In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Apeiron prompt written notice of such claim or Loss (provided that failure to promptly notify Apeiron shall not relieve Apeiron from any liability which it may have on account of this Agreement, except to the extent Apeiron shall have been materially prejudiced by such failure). Upon receipt of such written notice, Apeiron will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.
Apeiron may not enter into any settlement of any Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such Loss or claim and does not require you to admit to any violation of any law, order or regulation. Notwithstanding anything to the contrary set forth in this Agreement, Apeiron shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without Apeiron’s prior written approval. In addition, you agree not to enter into any settlement of any Loss or claim without the written consent of Apeiron, which consent will not be unreasonably withheld.
You hereby agree to keep confidential and not disclose to any party, without the consent of Apeiron, any confidential, proprietary or non-public information (collectively, “Information”) of Apeiron, or any of its affiliates or members of its Schedule 13D group with respect to the Solicitation which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by Apeiron, or any of its affiliates or members of its Schedule 13D group with respect to the Solicitation or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Apeiron so that Apeiron or any member thereof may seek a protective order or other appropriate remedy or, in Apeiron’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or Apeiron does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of Apeiron and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.
All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Apeiron and, upon the request of a representative of Apeiron, all such Information shall be returned or, at Apeiron’s option, destroyed by you, with such destruction confirmed by you to Apeiron in writing.
This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.
* * *
If you agree to the foregoing terms, please sign below to indicate your acceptance.
| Very truly yours, | ||
| Apeiron investment Group, ltd. | ||
| By: | | |
| Name: | Julien Hoefer | |
| Title: | Director | |
| ACCEPTED AND AGREED: |
| |
| [NOMINEE] |
