On December 2, 2024, Celadon Partners SPV 24 and other unrelated investors entered into a Securities Purchase Agreement with the Issuer (the "Purchase Agreement"), pursuant to which Celadon Partners SPV 24 purchased (i) 5,333 shares of Series A Preferred Stock for an aggregate offering price of approximately $12.0 million and (ii) a warrant (the "December 9 Warrant"). to purchase 7,999,500 shares of Common Stock exercisable thereunder (the "December 9 Warrant Shares"). On December 31, 2024, Celadon Partners SPV 24 exercised its option to purchase an additional 4,444 shares of Series A Preferred Stock and a warrant (the "December 31 Warrant" and, together with the December 9 Warrant," the "Warrants") to purchase 6,666,000 (the "December 31 Warrant Shares" and, together with the December 9 Warrant Shares, the "Warrant Shares") for gross proceeds of approximately $10.0 million in the subsequent closing. The Warrants have an exercise price per share of $2.30. The Warrants are exercisable at any time and from time to time on or after the Stockholder Approval (as defined below) until the five-year anniversary of the respective Warrant issue date. Celadon Partners SPV 24 may not exercise the Warrants if Celadon Partners SPV 24, together with its affiliates, would beneficially own more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to such exercise. Celadon Partners SPV 24 may increase or decrease this percentage not in excess of 45.00% by providing at least 61 days' prior notice to the Issuer. Subject to the terms and limitations contained in the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the "Certificate of Designation") governing the Series A Preferred Stock, the Series A Preferred Stock will not become convertible until the Issuer's stockholders approve (i) the issuance of all Common Stock issuable upon conversion of the Series A Preferred Stock and (ii) the issuance of the Warrant Shares upon exercise of the Warrants (collectively, the "Stockholder Approval"). On the first trading day following the announcement of the Stockholder Approval, the Issuer may, at its option, cause each share of Series A Preferred Stock to automatically convert into such number of shares of Common Stock, at the conversion price of $2.25 per share (the "Conversion Price"), subject to the terms and limitations contained in the Certificate of Designation. Additionally, subject to the terms and limitations in the Certificate of Designation, if the Issuer has not elected to automatically convert the Series A Preferred Stock, then at the option of each individual holder of Series A Preferred Stock, each share of the Series A Preferred Stock held by such holder, not otherwise converted, shall be convertible into the applicable number of shares of Common Stock at the Conversion Price. On March 6, 2025, the Issuer's stockholders approved, among other things, subject to certain conditions, the issuance of the Issuer's outstanding Common Stock in accordance with Nasdaq Listing Rule 5635, upon (i) the conversion of the Series A Preferred Stock pursuant to the terms of the Certificate of Designation and (ii) the exercise of Warrants and the Warrant Shares at less than the "minimum price" under Nasdaq Listing Rule 5635(d), and each of (i) and (ii) which may be deemed a "change of control" under Nasdaq Listing Rule 5635(b), including the issuance of equity compensation to one of the Issuer's officers upon conversion of the Series A Preferred Stock and the exercise of the Warrants to purchase Warrant Shares at less than market value under Nasdaq Listing Rule 5635(c). On March 10, 2025, following the Stockholder Approval, the Issuer exercised its option to automatically convert each share of Series A Preferred Stock into 1,000 shares of Common Stock. Accordingly, Celadon Partners SPV 24 owns 9,777,000 shares of the Issuer's Common Stock. Further, Celadon Partners SPV 24 also has a right to exercise the Warrants to purchase 14,665,500 Warrant Shares, but because Celadon Partners SPV 24's ownership of 9,777,000 shares of Common Stock as of the date of this filing is in excess of the 9.99% beneficial ownership limitation and Celadon Partners SPV 24 has not notified the Issuer of its intent to increase its beneficial ownership limitation, the Warrants are not exercisable as of the date of this filing. The foregoing description is qualified in its entirety by the full text and form of the Certificate of Designation, the Warrants, and the Purchase Agreement, a copy of which is filed herewith as Exhibit A, B and C, respectively. The source of the funds for the purchases by Celadon Partners SPV 24 described above was from capital contributions made by its investors.

The information set forth in Items 3 and 4 of this Schedule 13D is incorporated herein by reference. Registration Rights Agreement On December 2, 2024, in connection with the execution of the Purchase Agreement, the Issuer entered into a Registration Rights Agreement (the "Registration Rights Agreement") with certain investors (collectively the "Holders"), including Celadon Partners SPV 24, pursuant to which the Issuer has agreed, subject to the terms and conditions of the agreement, to file a registration statement under the Securities Act of 1933, as amended, promptly and, in any event, no later than 120 days after the Closing Date (as defined under the Purchase Agreement) to register the resale of the shares of Common Stock beneficially owned by the Holders, including all shares of Common Stock held Celadon Partners SPV 24, as well as the shares issuable upon exercise of the Warrant held by Celadon Partners SPV 24. The Registration Rights Agreement also includes customary provisions, including with respect to the payment of fees and expenses associated with the registration, as well as indemnification provisions. The foregoing description is qualified in its entirety by the full text and form of the Registration Rights Agreement, a copy of which is filed herewith as Exhibit D and incorporated herein by reference. Non-Employee Director Compensation Mr. Tang, in his capacity as a non-employee director of the Issuer, may be entitled to receive, from time to time, stock options or other awards of equity-based and other compensation pursuant to the Issuer's compensation arrangements for non-employee directors.

A. Certificate of Designation of Preferences, Rights and Limitations of the Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024). B. Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024). C. Form of Securities Purchase Agreement, dated December 2, 2024, by and among Senti Biosciences, Inc. and the purchasers named therein (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024). D. Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K (File No.001-40440), filed on December 2, 2024). E. Joint Filing Agreement.