EXHIBIT 10.2

Exhibit 10.2

Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”.

MASTER CONSULTING AGREEMENT

THIS MASTER CONSULTING AGREEMENT (this “Agreement”) is entered into as of October 21, 2026 (the “Effective Date”), by and between SENTI BIOSCIENCES, INC., a Delaware corporation (“Opco”), and SENTI BIOSCIENCES HOLDINGS, INC., a Delaware corporation (the “Company”). Opco and the Company are each referred to herein as a “Party” and together as the “Parties.”

RECITALS

WHEREAS, the Company, Senti Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Midco”), Opco, Celadon Partners SPV 35 Limited, a Cayman Islands exempted company (“Parent”), and Senti Merger Sub, Inc., a Delaware corporation (“Merger Sub”), are parties to that certain Agreement and Plan of Merger, dated as of July 14, 2026 (as amended from time to time, the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Midco, with Midco surviving as a wholly owned subsidiary of Parent (the “Merger”);

WHEREAS, following the Merger, Opco will be an indirect wholly owned subsidiary of Parent, and the Company will continue its research and development programs in the Fields (as defined below), including through the intellectual property and agreements assigned to the Company under the Assignment Agreement (as defined below);

WHEREAS, the Company does not yet have the personnel to perform certain corporate, accounting, legal and research and development support functions on a standalone basis, and Opco has personnel experienced in performing those functions for the Company’s business prior to the Merger; and

WHEREAS, the Parties wish to set forth the terms on which Opco will provide such support to the Company on a consulting basis while the Company builds its own capabilities, and each Party expects to benefit from a cooperative and successful relationship.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used but not defined in this Agreement have the meanings given to them in the Merger Agreement. As used in this Agreement:

1.1            “Addendum” means Addendum A attached hereto, as amended from time to time in accordance with Section 2.4.

1.2            “Addendum Amendment” has the meaning given in Section 2.4.

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1.3         “Affiliate” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For purposes of this Agreement, following the Closing, the Company and Opco shall not be deemed Affiliates of each other.

1.4           “Ancillary Agreements” means the Merger Agreement, the Assignment Agreement, the CVR Agreement and the other agreements entered into in connection with the Merger.

1.5            “Assignment Agreement” means the Asset Assignment and Assumption Agreement and License Agreement, dated on or prior to the Closing Date, by and among the Company, Midco and Opco.

1.6            “Business Day” means any day other than a Saturday, Sunday or a day on which banks in San Francisco, California are authorized or required by law to close.

1.7            “Closing” and “Closing Date” have the meanings given in the Merger Agreement.

1.8            “Confidential Information” has the meaning given in Section 5.1.

1.9            “Core Services” means the Services identified as Core Services in Part A of the Addendum.

1.10          “CVR Agreement” means the Contingent Value Rights Agreement entered into pursuant to the Merger Agreement.

1.11         “Deliverables” means all reports, analyses, schedules, workpapers, drafts and other work product prepared by or on behalf of Opco specifically for the Company in performing the Services.

1.12          “Dual-Capacity Personnel” has the meaning given in Section 2.14.

1.13          “Estimated Hours” has the meaning given in Section 2.2.

1.14          “Excluded Legal Matter” has the meaning given in Section 2.6(b).

1.15          “Fields” means, collectively, the Rett Syndrome Field and the TIL Field.

1.16       “Governmental Authority” means any federal, state, local or foreign government, or any court, agency, commission, self-regulatory organization (including any securities exchange) or other governmental or regulatory authority.

1.17       “Intellectual Property” means all intellectual property and proprietary rights, however denominated, throughout the world, including rights in patents and patent applications; inventions and discoveries (whether or not patentable); copyrights and works of authorship; trademarks, service marks and trade names; trade secrets; know-how; and all other rights existing, created or protectable under any intellectual property law of any jurisdiction.

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1.18     “Inventions” means any inventions, innovations, improvements, developments, discoveries, methods, know-how, processes, techniques, data, compositions of matter and works of authorship, whether or not patentable or copyrightable.

1.19         “Legal Requirements” means all applicable laws, statutes, ordinances, rules, regulations, judgments, orders and other requirements of any Governmental Authority.

1.20          “Opco Counsel” has the meaning given in Section 2.6(a).

1.21          “Opco Systems” has the meaning given in Section 2.15.

1.22          “Optional Services” means the Services identified as Optional Services in Part B of the Addendum.

1.23        “Pass-Through Expenses” means the reasonable, documented out-of-pocket expenses actually incurred by Opco in providing the Services, charged at cost without markup, overhead or profit.

1.24        “Person” means any individual, corporation, partnership, limited liability company, trust, association, Governmental Authority or other entity.

1.25         “Regulator Dial Technology” means the Company’s Regulator Dial™ platform technology designed to provide ON or OFF control over the expression of genes in living cells through administration of an oral small-molecule drug, as further described in the Assignment Agreement.

1.26        “Rett Syndrome Field” has the meaning given to such term (or its equivalent) in the Assignment Agreement or, if not so defined, means the research, development, manufacture and commercialization of products and therapies for the diagnosis, prevention or treatment of Rett Syndrome, including those utilizing Regulator Dial Technology.

1.27       “Service Inventions” means all Inventions, and all Intellectual Property therein, that are conceived, reduced to practice, made, developed or generated by or on behalf of Opco or its Affiliates (alone or jointly with the Company or any other Person) in performing the Services.

1.28          “Service Manager” has the meaning given in Section 2.11.

1.29         “Services” means, collectively, the Core Services and the Optional Services, as described in the Addendum and as modified from time to time in accordance with Section 2.4.

1.30          “Term” has the meaning given in Section 6.2.

1.31        “TIL Field” has the meaning given to such term (or its equivalent) in the Assignment Agreement or, if not so defined, means the research, development, manufacture and commercialization of tumor-infiltrating lymphocyte therapies, including Regulator Dial Technology-enabled armored tumor-infiltrating lymphocyte therapies.

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ARTICLE 2

SERVICES

2.1          Services. Opco shall provide, or cause its Affiliates to provide, the Services to the Company on the terms of this Agreement. The Addendum identifies (a) the Core Services, which Opco will provide for the duration stated in the Addendum unless earlier terminated, and (b) the Optional Services, which Opco will provide upon the Company’s request in accordance with Section 2.5. In addition, if Opco or its personnel performed any support function for the business now conducted by the Company in the Fields during the twelve (12) months before the Closing Date, and such function is reasonably necessary for the Company’s operations and is ancillary to a Core Service but is not described in the Addendum, Opco shall use commercially reasonable efforts, upon the Company’s reasonable written request, to provide such function as a Core Service at the rate applicable to the most closely related Core Service, and the Parties shall promptly document it in an Addendum Amendment. Opco shall determine the manner and means of performing the Services, including the staffing and selection of personnel, and may change the personnel assigned to the Services at any time. Nothing in this Agreement obligates Opco to assign any particular individual to the Services.

2.2          Estimated Hours. The monthly hours stated for each Service in the Addendum (the “Estimated Hours”) are good-faith, non-binding estimates provided for planning purposes only. Opco shall not be obligated to provide any Service in excess of its Estimated Hours in any calendar month and may, at its election and upon notice to the Company, treat the Estimated Hours for any Service as a cap for such month. If the Company requests Services in excess of the Estimated Hours, Opco will notify the Company and may, in its discretion, provide the additional Services at the applicable rate. The Company is not obligated to use any minimum number of hours.

2.3          Standard of Performance; Service Levels. Opco shall perform the Services in a professional and workmanlike manner, in compliance with applicable Legal Requirements, with substantially the same degree of skill and care, and at substantially the same priority, as similar functions were performed for the Company’s business in the twelve (12) month period prior to the Closing, and in accordance with the minimum service levels set forth in Part C of the Addendum. The Company acknowledges that Opco is not in the business of providing services of this type to third parties, and Opco shall not be held to a higher standard of care than that which it uses in performing similar functions for its own business.

2.4         Changes to Services; Amendment of the Addendum. Either Party may propose adding, removing or modifying any Service, including its description, rate, Estimated Hours, duration or service levels, and the other Party will consider any such proposal in good faith, but neither Party is obligated to agree to any proposed change. Any such change shall be made only by a written amendment to the Addendum signed by an authorized officer of each Party, substantially in the form of Exhibit 1 (each, an “Addendum Amendment”). Each Addendum Amendment shall be effective on the date stated therein and, upon effectiveness, the Addendum as so amended shall be incorporated into and governed by this Agreement. No amendment to the body of this Agreement is required to effect a change to the Addendum. Notwithstanding the first sentence of this Section 2.4, the Parties acknowledge that the Company’s requirements for the Services, including the research and development consulting Services, may increase as the Company’s programs in the Fields advance, and Opco shall not unreasonably refuse any Addendum Amendment proposed by the Company to increase the Estimated Hours of, or extend the duration of, any Core Service at the rates then in effect during the Initial Term, subject to the reasonable availability of qualified Opco personnel.

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2.5          Optional Services. The Company may request Optional Services from time to time by written notice (which may be by email) to Opco’s Service Manager describing the requested work. Opco will use commercially reasonable efforts to provide the requested Optional Services, subject to the availability of its personnel and the needs of its own business, and may decline or defer any request by notice to the Company.

2.6            Legal Services. The following terms apply to the legal consulting Services described in the Addendum:

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2.7         Accounting Services Limited to Internal Support. The accounting and financial Services consist solely of internal support to the Company and its personnel. In performing the Services, Opco and its personnel shall not (a) serve as, or perform the functions of, the Company’s principal executive officer, principal financial officer or principal accounting officer; (b) sign, certify or file any report, statement or other document with the Securities and Exchange Commission or any other Governmental Authority, or any tax return; (c) deliver any management representation letter or otherwise interact with the Company’s independent registered public accounting firm, investors, lenders or other third parties on the Company’s behalf, except to the extent the Company requests and Opco agrees in writing; or (d) be responsible for the design, maintenance or operation of the Company’s disclosure controls and procedures or internal control over financial reporting. The Company remains solely responsible for its books and records, financial statements, public filings and related compliance. Nothing in this Section 2.7 restricts any Dual-Capacity Personnel from performing any of the foregoing functions in his or her capacity as an officer of the Company in accordance with Section 2.14.

2.8           Research and Development Services. The research and development consulting Services are advisory in nature. The Company shall direct its research programs in the Fields and its relationships with its third-party research collaborators, and Opco shall have no responsibility for the scientific results of any program. The research and development consulting Services shall be provided for the duration stated in the Addendum, which the Parties may extend by mutual agreement in an Addendum Amendment.

2.9          Company Cooperation; Systems. The Company shall timely provide Opco with the information, decisions, approvals and access to Company personnel and records reasonably required for Opco to perform the Services. Except as provided in Section 2.15, the Company shall maintain its own information technology systems, software licenses, accounts and records, and shall provide Opco personnel with such access to them as is reasonably required to perform the Services. Opco personnel shall comply with the Company’s reasonable information security policies provided to Opco in writing when accessing the Company’s systems. Opco shall not be responsible for any delay or failure in performing the Services to the extent caused by the Company’s failure to perform its obligations under this Section 2.9.

2.10        Subcontracting. Opco may use its Affiliates and third-party subcontractors to perform any Services other than the legal consulting Services. Opco shall remain responsible for the performance of its Affiliates and subcontractors and shall ensure that each is bound by confidentiality and Intellectual Property assignment obligations at least as protective of the Company as those set forth in this Agreement.

2.11          Service Managers. Within five (5) Business Days after the Effective Date, each Party shall designate in writing an individual to serve as its primary point of contact for matters relating to the Services (each, a “Service Manager”). Either Party may replace its Service Manager at any time by written notice to the other Party.

2.12        Resources; No Facilities. Opco shall make available the personnel and other resources reasonably necessary to perform the Core Services at the Estimated Hours set forth in the Addendum and in accordance with Section 2.3. Any increase in the Company’s requirements beyond the Estimated Hours shall be addressed under Section 2.4, and nothing in this Section 2.12 obligates Opco to expand its personnel or other resources to meet such an increase except as agreed in an Addendum Amendment. Except as provided in Section 2.15, Opco shall not be obligated to provide the Company with office or laboratory space or dedicated facilities or equipment, or to retain any particular employee or contractor.

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2.13         License to Perform Services. The Company hereby grants to Opco and its Affiliates and permitted subcontractors, during the Term, a non-exclusive, royalty-free, non-transferable (except as permitted under Section 10.5) license under the Company’s Intellectual Property solely to the extent necessary to perform the Services.

2.14         Dual-Capacity Personnel. The Parties acknowledge that certain individuals employed by Opco will serve concurrently as officers of the Company (“Dual-Capacity Personnel”). When acting as an officer of the Company, a Dual-Capacity Person acts solely on behalf of, and under the direction of, the Company and its board of directors, and not as Opco personnel performing Services, and such activities shall not constitute Services or be chargeable under this Agreement except as the Parties may otherwise agree in an Addendum Amendment. Nothing in Section 2.6(a), Section 2.7, Section 5.3 or Section 10.1 restricts any Dual-Capacity Personnel from acting in his or her capacity as an officer of the Company, including by signing, certifying or filing reports with the Securities and Exchange Commission on the Company’s behalf, or from receiving and using Confidential Information of the Company in that capacity, subject to such individual’s duties to the Company. Opco shall maintain reasonable procedures so that Confidential Information of the Company obtained by Dual-Capacity Personnel in their capacity as officers of the Company is not used or disclosed in contravention of Section 5.3, and shall cause each Dual-Capacity Person to comply with the Company’s insider trading and other policies applicable to the Company’s officers.

2.15         Transitional Use of Opco Systems. Until the Company has implemented its own information technology systems and related licenses, and in any event not beyond the Term, Opco shall permit the Company’s books and records, email and electronic files to continue to be hosted on, and the Company’s personnel (including Dual-Capacity Personnel) to use, the information technology systems and software licenses used by Opco for such purposes as of the Closing Date (the “Opco Systems”), to the extent permitted by Opco’s applicable license terms, as a Core Service under Part A of the Addendum. Opco shall (a) maintain the Company’s data on the Opco Systems in logically separated accounts, folders or instances with access controls consistent with Section 5.3; (b) provide the Company and its designees reasonable access to such data; (c) not delete or alter the Company’s data except at the Company’s direction or as required by applicable Legal Requirements; and (d) upon the Company’s request or the expiration or termination of this Service, cooperate under Section 6.7 to migrate such data to systems designated by the Company in a commercially reasonable format. Any incremental third-party license or subscription fees attributable to the Company’s use of the Opco Systems shall be Pass-Through Expenses, subject to Section 3.2. The Company remains responsible for its own books and records and related compliance as provided in Section 2.7.

ARTICLE 3

FEES AND PAYMENT

3.1           Fees. The Company shall pay Opco for the Services at the hourly rates set forth in the Addendum for hours actually worked, billed in increments of one-quarter (0.25) hour. The rates set forth in the Addendum shall remain in effect for the Initial Term and any Extension Term unless changed by an Addendum Amendment. There is no minimum monthly fee or commitment, and the fees payable under this Agreement shall be reduced accordingly as Services are reduced or terminated.

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3.2         Pass-Through Expenses. The Company shall reimburse Opco for Pass-Through Expenses incurred in performing the Services; provided that any single Pass-Through Expense in excess of $10,000, or any Pass-Through Expense of a type not described in the Addendum, shall require the Company’s prior written approval (which may be given by email).

3.3           Invoicing and Payment. Opco shall invoice the Company monthly in arrears, within fifteen (15) days after the end of each calendar month, for the Services performed and Pass-Through Expenses incurred during such month. Each invoice shall state the hours worked for each Service and itemize Pass-Through Expenses with reasonable supporting documentation. Invoiced amounts are due within thirty (30) days after the Company’s receipt of the invoice and shall be paid in United States Dollars by wire transfer to an account designated by Opco. If the Company disputes any invoiced amount in good faith, it shall notify Opco in writing within fifteen (15) days after receipt of the invoice, describing the disputed items in reasonable detail, and shall timely pay all undisputed amounts. The Parties shall resolve any such dispute in accordance with Section 9.1.

3.4          Suspension for Nonpayment. If any undisputed amount remains unpaid more than thirty (30) days after its due date and is not paid within ten (10) Business Days after Opco’s written notice of nonpayment, Opco may suspend the Services until all undisputed past-due amounts are paid.

3.5           Records. Opco shall maintain reasonable records of the time worked and Pass-Through Expenses incurred in performing the Services and shall provide the Company with reasonable supporting documentation for any invoice upon the Company’s reasonable request.

3.6         Taxes. The fees for the Services are exclusive of all sales, use, excise, gross receipts, value added and similar transaction taxes imposed by any Governmental Authority on the provision of the Services, which shall be the responsibility of the Company. Each Party shall be solely responsible for its own income taxes and employment-related taxes.

ARTICLE 4

INTELLECTUAL PROPERTY

4.1           Ownership of Service Inventions and Deliverables. As between the Parties, the Company shall own all right, title and interest in and to all Service Inventions and Deliverables. Opco hereby assigns, and shall cause its Affiliates, personnel and subcontractors to assign, to the Company all of their right, title and interest in and to the Service Inventions and Deliverables. Opco shall promptly disclose Service Inventions to the Company and, at the Company’s expense, shall execute such documents and take such further actions as the Company may reasonably request to perfect, register or enforce the Company’s rights therein.

4.2           Opco Background Intellectual Property. Opco retains all right, title and interest in and to Intellectual Property owned or controlled by Opco or its Affiliates prior to the Effective Date or developed independently of the Services (“Opco Background IP”). To the extent any Opco Background IP is incorporated into a Deliverable, Opco hereby grants to the Company a non-exclusive, perpetual, irrevocable, royalty-free license to use such Opco Background IP solely as part of such Deliverable. Nothing in this Agreement restricts the use by Opco personnel of their general skills, knowledge and experience, provided that such use does not involve the use or disclosure of the Company’s Confidential Information.

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4.3         License Back Outside the Fields. The Company hereby grants to Opco and its Affiliates a non-exclusive (including as to the Company), perpetual, irrevocable, worldwide, fully paid-up, royalty-free license, with the right to grant sublicenses through multiple tiers, under the Company’s right, title and interest in and to the Service Inventions and Deliverables, to research, develop, make, have made, use, sell, offer for sale, import and otherwise exploit any product, process or service outside the Fields. Opco may assign or transfer such license, in whole or in part, without the Company’s consent. The Company shall not grant any right under the Service Inventions outside the Fields that conflicts with the license granted in this Section 4.3, and any assignment or transfer by the Company of any Service Invention shall be made subject to such license.

4.4         Section 365(n). All licenses granted under this Agreement are licenses of rights to “intellectual property” for purposes of Section 365(n) of the United States Bankruptcy Code, and the licensee shall retain and may fully exercise all of its rights and elections thereunder.

4.5          Assignment Agreement. Nothing in this Agreement modifies the Assignment Agreement. Intellectual Property assigned or licensed under the Assignment Agreement shall be governed by the Assignment Agreement.

ARTICLE 5

CONFIDENTIALITY

5.1          Confidential Information. “Confidential Information” means all non-public information disclosed by or on behalf of a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in connection with this Agreement or the Services, including technical, scientific, financial, business, legal and personnel information, and, in the case of the Company, all Service Inventions and Deliverables. Confidential Information does not include information that the Receiving Party can demonstrate by written records (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in the Receiving Party’s possession without an obligation of confidentiality before its disclosure hereunder; (c) is lawfully obtained by the Receiving Party from a third party not bound by an obligation of confidentiality; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. Information that was Company business information prior to the Closing and relates to the Fields shall be deemed Confidential Information of the Company.

5.2          Use and Protection. The Receiving Party shall use the Disclosing Party’s Confidential Information solely to perform or receive the Services or to exercise its rights under this Agreement, and shall protect it using at least the same degree of care it uses to protect its own confidential information of similar importance, but no less than reasonable care.

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5.3           Information Barrier. Without limiting Section 5.2, Opco shall not, and shall cause its personnel not to, (a) disclose any Confidential Information of the Company obtained in performing the Services to Parent, Celadon Partners, LLC or any of their respective Affiliates (other than Opco personnel who need to know such information to perform the Services and who are bound by this Article 5), or (b) use any such Confidential Information for any purpose other than performing the Services, including in connection with any investment in, financing of, or acquisition of or other transaction involving, the Company or its securities. Opco acknowledges that Confidential Information of the Company may constitute material non-public information and that applicable securities laws restrict persons in possession of such information from trading in the Company’s securities or communicating such information to others. This Section 5.3 does not restrict any Person’s receipt or use of information provided under and in accordance with the terms of any Ancillary Agreement. Section 2.14 governs the receipt and use of Confidential Information of the Company by Dual-Capacity Personnel in their capacity as officers of the Company.

5.4         Permitted Disclosure. The Receiving Party may disclose Confidential Information (a) to its and its Affiliates’ directors, officers, employees, advisors and subcontractors who need to know such information for the purposes permitted by this Agreement and who are bound by confidentiality obligations at least as protective as those herein, subject in the case of Opco to Section 5.3; and (b) to the extent required by applicable Legal Requirements or the rules of any securities exchange, provided that, where legally permitted, the Receiving Party gives the Disclosing Party prompt notice and reasonable assistance in seeking a protective order, and discloses only the portion legally required.

5.5          Return of Information. Upon expiration or termination of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy the Disclosing Party’s Confidential Information, except for copies retained in routine electronic backups or as required by applicable Legal Requirements, which shall remain subject to this Article 5.

5.6           Duration; Equitable Relief. The obligations in this Article 5 shall continue during the Term and for five (5) years thereafter, and with respect to trade secrets, for so long as such information remains a trade secret under applicable Legal Requirements. Each Party acknowledges that a breach of this Article 5 may cause irreparable harm for which monetary damages would be inadequate, and that the Disclosing Party shall be entitled to seek injunctive relief and specific performance in addition to any other available remedy.

ARTICLE 6

TERM AND TERMINATION

6.1         Effectiveness. This Agreement is effective on the Effective Date, provided that Opco’s obligation to provide, and the Company’s obligation to pay for, the Services shall commence on the Closing Date. If the Merger Agreement is terminated in accordance with its terms before the Closing, this Agreement shall automatically terminate and be of no further force or effect.

6.2          Term; Extension. The initial term of this Agreement shall commence on the Closing Date and continue for twelve (12) months (the “Initial Term”). The Company may extend this Agreement for one additional period of twelve (12) months (the “Extension Term” and, together with the Initial Term, the “Term”) by written notice to Opco delivered at least thirty (30) days before the expiration of the Initial Term. The rates set forth in the Addendum shall continue to apply during the Extension Term. Any Service with a shorter duration stated in the Addendum shall expire at the end of that duration unless extended by an Addendum Amendment.

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6.3          Termination of Individual Services by the Company. The Company may terminate any Service, in whole or in part, for any reason upon thirty (30) days’ prior written notice to Opco. The Company shall pay for such Service through the effective date of termination, together with any non-cancellable Pass-Through Expenses incurred before Opco’s receipt of the notice. The termination of fewer than all Services shall not affect this Agreement with respect to the remaining Services, and the termination of all Services shall terminate this Agreement.

6.4           Termination by Opco. Opco may terminate this Agreement, or any Service, only (a) upon written notice if the Company fails to pay any undisputed amount within thirty (30) days after Opco’s written notice of nonpayment; or (b) upon written notice if the Company materially breaches this Agreement and fails to cure such breach within thirty (30) days after Opco’s written notice describing the breach.

6.5          Termination by the Company for Breach. Without limiting Section 6.3, the Company may terminate this Agreement upon written notice if Opco materially breaches this Agreement and fails to cure such breach within thirty (30) days after the Company’s written notice describing the breach.

6.6            Mutual Termination. The Parties may terminate this Agreement, or any Service, at any time by mutual written agreement.

6.7         Transition Cooperation. Upon the expiration or termination of any Service, Opco shall provide reasonable cooperation, at the applicable rates, to transition such Service to the Company or its designee, including by delivering to the Company all Company records, Deliverables and other materials in Opco’s possession relating to such Service.

6.8         Effect of Termination; Survival. Upon the expiration or termination of this Agreement, all further obligations of the Parties shall terminate, except that (a) no Party shall be relieved of any liability for any breach occurring before such expiration or termination; (b) the Company shall pay all amounts accrued through the effective date of expiration or termination; and (c) Sections 2.6(c), 3.3 through 3.6, 6.7 and 6.8, and Articles 4, 5, 7, 8, 9 and 10 shall survive.

ARTICLE 7

DISCLAIMER; LIMITATION OF LIABILITY; INDEMNIFICATION

7.1      Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2.3, OPCO MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, THE DELIVERABLES OR THE RESULTS OBTAINED THEREFROM, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7.2         Re-performance. If any Service fails in any material respect to meet the standard set forth in Section 2.3, Opco shall, upon the Company’s written request, promptly correct or re-perform such Service at no additional charge. If Opco fails to correct or re-perform such Service within thirty (30) days after the Company’s request (or such longer period as the Parties agree in writing), the Company may terminate the affected Service upon written notice, without regard to the notice period in Section 6.3. Except in the case of Opco’s fraud, bad faith, gross negligence or willful misconduct, or Opco’s breach of Article 4 or Article 5, the remedies in this Section 7.2, together with the Company’s termination rights under Article 6, shall be the Company’s sole and exclusive remedies for any defect in the Services.

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7.3         Exclusion of Certain Damages. EXCEPT IN THE CASE OF A PARTY’S FRAUD, BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR THE COMPANY’S OBLIGATIONS UNDER SECTION 7.5, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOST PROFITS OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.4          Limitation of Liability. EXCEPT IN THE CASE OF A PARTY’S FRAUD, BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY’S BREACH OF ARTICLE 5, THE COMPANY’S OBLIGATION TO PAY FEES AND PASS-THROUGH EXPENSES, OR THE COMPANY’S OBLIGATIONS UNDER SECTION 7.5, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY THE COMPANY TO OPCO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7.5          Indemnification by the Company. The Company shall indemnify, defend and hold harmless Opco, its Affiliates and their respective directors, officers, employees and agents (including Opco Counsel) from and against all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) arising out of any claim by a third party to the extent arising out of or relating to (a) the performance of the Services, (b) the Company’s business, research programs, public filings or use of the Deliverables, or (c) the Company’s breach of this Agreement, except in each case to the extent arising from Opco’s fraud, bad faith, gross negligence or willful misconduct. Opco shall give the Company prompt written notice of any such claim (provided that any delay shall relieve the Company of its obligations only to the extent it is materially prejudiced thereby), and the Company shall control the defense of such claim with counsel reasonably acceptable to Opco. The Company shall not settle any such claim in a manner that imposes any obligation on, or admits fault by, any indemnified Person without such Person’s prior written consent, which shall not be unreasonably withheld.

ARTICLE 8

NON-SOLICITATION

8.1         Non-Solicitation of Opco Personnel. During the Term and for twelve (12) months thereafter, the Company shall not, directly or indirectly, without Opco’s prior written consent, solicit for employment or engagement, or employ or engage, any employee of Opco or its Affiliates who performed Services under this Agreement. General solicitations of employment not specifically directed at such individuals shall not, by themselves, constitute a breach of the foregoing solicitation restriction, but the restriction on employment or engagement shall continue to apply to any such individual who responds to them. This Section 8.1 shall not apply to any individual whose employment with Opco or its Affiliates ended at least six (6) months before the Company’s first employment discussion with such individual.

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ARTICLE 9

DISPUTE RESOLUTION

9.1           Escalation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Services through discussions between their Service Managers. If the Service Managers do not resolve the dispute within ten (10) Business Days after either Party’s written notice of the dispute, the dispute shall be referred to a senior executive of each Party with authority to resolve it, who shall meet (in person or by videoconference) and attempt in good faith to resolve the dispute within fifteen (15) Business Days after such referral. Neither Party may commence litigation until the escalation process in this Section 9.1 has been exhausted, except as provided in Section 9.4.

9.2          Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to its conflict of laws principles.

9.3          Forum; Waiver of Jury Trial. Each Party irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for any action arising out of or relating to this Agreement. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

9.4          Interim Relief. Notwithstanding the foregoing, either Party may at any time seek temporary, preliminary or injunctive relief from a court of competent jurisdiction to protect its rights or property, including under Article 5.

ARTICLE 10

MISCELLANEOUS

10.1      Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates an employment, agency, partnership or joint venture relationship between the Parties. Opco personnel performing the Services shall remain employees or contractors of Opco, and Opco shall be solely responsible for their compensation, benefits and tax withholding. Neither Party has authority to bind the other Party, and Opco personnel shall not hold themselves out as officers, employees or agents of the Company (other than Dual-Capacity Personnel acting in their capacity as officers of the Company in accordance with Section 2.14).

10.2         Entire Agreement; Order of Precedence. This Agreement, including the Addendum and each Addendum Amendment, together with the Ancillary Agreements, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings with respect thereto. In the event of any conflict between the body of this Agreement and the Addendum, the body of this Agreement shall control unless the Addendum expressly states that it is intended to control. In the event of any conflict between this Agreement and any Ancillary Agreement, the Ancillary Agreement shall control with respect to its subject matter.

10.3         Amendment; Waiver. This Agreement may be amended only by a written instrument signed by an authorized officer of each Party, and the Addendum may be amended only by an Addendum Amendment in accordance with Section 2.4. No waiver shall be effective unless in writing and signed by the Party against whom it is to be enforced, and no failure or delay in exercising any right shall operate as a waiver thereof.

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10.4        Force Majeure. Except for payment obligations, neither Party shall be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control, including fire, flood, earthquake, pandemic, acts of God, failure of public utilities or communications networks, acts of any Governmental Authority, war, terrorism or civil unrest, provided that the affected Party promptly notifies the other Party and uses reasonable efforts to resume performance as soon as practicable.

10.5       Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed, except that either Party may assign this Agreement without such consent, upon written notice to the other Party, to an Affiliate or to a successor to all or substantially all of the business or assets of such Party to which this Agreement relates, whether by merger, sale of stock, sale of assets or otherwise. This Agreement shall bind and benefit the Parties and their respective successors and permitted assigns. Any purported assignment in violation of this Section 10.5 shall be void.

10.6         Notices. All notices under this Agreement shall be in writing and shall be deemed given (a) when delivered personally; (b) when sent by email, if sent during normal business hours of the recipient on a Business Day and otherwise on the next Business Day, provided no notice of non-delivery is received; or (c) one (1) Business Day after deposit with a nationally recognized overnight courier, in each case to the addresses below (or such other address as a Party may designate by notice). Operational communications regarding the Services, including requests for Optional Services, may be made by email between the Service Managers.

10.7       No Third-Party Beneficiaries. Except for the indemnified Persons under Section 7.5 and the licensees under Section 4.3, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns, and nothing herein confers any right or remedy on any other Person.

10.8         Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remaining provisions shall continue in full force and effect.

10.9       Interpretation. Headings are for convenience only and shall not affect interpretation. The words “include,” “includes” and “including” are deemed to be followed by “without limitation,” and the word “or” is used in the inclusive sense of “and/or.” References to Articles, Sections, the Addendum and Exhibits are to those of this Agreement unless otherwise stated. The Parties have participated jointly in the negotiation and drafting of this Agreement, and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of authorship. Each Party acknowledges that it has been represented by independent counsel of its choice in connection with the negotiation of this Agreement, including the limitations of liability set forth in Article 7.

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10.10       Counterparts; Electronic Signatures. This Agreement and any Addendum Amendment may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by .pdf, DocuSign or other electronic means shall be deemed original signatures.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties have caused this Master Consulting Agreement to be executed by their duly authorized representatives as of the Effective Date.

[Signature Page to Master Consulting Agreement]

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ADDENDUM A

SERVICES

This Addendum is subject to the terms of the Master Consulting Agreement, including Section 2.2 (Estimated Hours), Section 2.4 (Changes to Services; Amendment of the Addendum), Section 2.6 (Legal Services) and Section 2.7 (Accounting Services Limited to Internal Support), Section 2.14 (Dual-Capacity Personnel) and Section 2.15 (Transitional Use of Opco Systems). It may be amended only by an Addendum Amendment signed by an authorized officer of each Party.

Part A — Core Services

A-1

A-2

Part B — Optional Services

Part C — Minimum Service Levels

A-3

Part D — Estimated Monthly Fees (Core Services)

For planning purposes only, the estimated monthly fees for the Core Services are approximately $26,750 during the first six (6) months after the Closing Date (assuming full use of the R&D consulting hours) and approximately $20,750 thereafter, plus the Services described in A-4 and A-5 (which are not included in the foregoing totals), any Optional Services and Pass-Through Expenses. These estimates are non-binding under Section 2.2 of the Agreement.

A-4

EXHIBIT 1

FORM OF ADDENDUM AMENDMENT

ADDENDUM AMENDMENT NO. [●]

This Addendum Amendment No. [●] (this “Addendum Amendment”) is entered into as of [●] (the “Amendment Effective Date”) by and between Senti Biosciences, Inc. (“Opco”) and Senti Biosciences Holdings, Inc. (the “Company”) pursuant to Section 2.4 of the Master Consulting Agreement between the Parties dated as of [●], 2026 (the “Agreement”). Capitalized terms used but not defined herein have the meanings given in the Agreement.