Celadon Partners SPV 24 → Senti Biosciences, Inc. SNTI

The Reporting Persons intend to continue preliminary discussions with the Issuer regarding a potential financing transaction involving the issuance of convertible bonds (the "Bonds") by a newly formed subsidiary of the Issuer (the "Bond Issuer"). The proposed transaction contemplates a financing of at least $10.0 million from a consortium of investors led by the Reporting Persons. The proceeds of the financing are intended to be used to advance the Issuer's CMC and clinical trials for v2.0 process development and GMP manufacturing. The terms currently under discussion provide that the Bonds would be convertible into common equity of the Bond Issuer or exchangeable for Common Stock of the Issuer. The transaction is subject to certain closing conditions and the Bonds would be subject to certain negative pledges and covenants. The Reporting Persons also intend to engage in preliminary discussions with the Issuer in connection with certain restructuring or merger and acquisition transactions involving the parties, and the terms and conditions thereof, certain of which may include, without limitation, changes to the Issuer's capital structure or any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.