Exhibit 10.1
PURCHASE AGREEMENT
This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2023 by and among Sensei Biotherapeutics, Inc., a Delaware corporation (the “Company”), on the one hand, and Apeiron Investment Group Ltd., a Malta private limited company, Presight Sensei Co-Invest Fund, L.P., a Delaware limited partnership, Presight Sensei Co-Invest Management, L.L.C., a Delaware limited liability company, Christian Angermayer, an individual, Apeiron SICAV Ltd. - Presight Capital Fund ONE, a Malta private limited company, and Altarius Asset Management Ltd., a Malta private limited company (each, an “Apeiron Party” and collectively, the “Apeiron Parties”), on the other hand. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 5.3 below.
WHEREAS, the Company and the Apeiron Parties have determined to come to an agreement with respect to certain matters, as provided for in this Agreement;
WHEREAS, the Apeiron Parties are the record or beneficial owners of 4,454,248 shares of the issued and outstanding common stock of the Company, par value $0.0001 per share (“Common Stock”); and
WHEREAS, the Apeiron Parties desire to sell, and the Company desires to purchase, free and clear of any and all Liens (as defined below), 4,454,248 shares of Common Stock from the Apeiron Parties.
NOW, THEREFORE, in consideration of the foregoing premises and the covenants, agreements and representations and warranties contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
PURCHASE AND SALE; CLOSING
Section 1.1 Purchase and Sale. On the date of the Closing (as defined below) (the “Closing Date”), upon the terms and subject to the conditions of this Agreement, each Apeiron Party set forth on Schedule I hereto (the “Sellers”) agrees to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from each such Seller, the number of shares of Common Stock (the “Purchased Shares”) set forth opposite from such Seller’s name on Schedule I hereto, free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, options, charges, claims, deeds of trust, deeds to secure debt, title retention agreements, rights of first refusal or offer, limitations on voting rights, proxies, voting agreements, limitations on transfer or other agreements or claims of any kind or nature whatsoever (collectively, “Liens”).
Section 1.2 Purchase Price. Upon the terms and subject to the conditions of this Agreement, in consideration of the sale, conveyance, assignment, transfer and delivery to the Company of the Purchased Shares, the Company shall, on the Closing Date, pay to each Seller a cash purchase price of $1.58, without interest (the “Per Share Purchase Price”), for each share of Common Stock purchased by the Company from such Seller under this Agreement.