Quarterly Report (10-q)

Certain information has been excluded from this exhibit because it is both (i) not material, and (ii) the type that the registrant treats as private or confidential. [***] indicates that information has been redacted.

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (“Agreement”) is made and entered into by and between SentinelOne, Inc., a Delaware corporation with offices at 444 Castro St., Suite 400, Mountain View, CA 94041 and/or any of its subsidiaries (the “Company” or “SentinelOne”), and Nicholas Warner (“Consultant”) (each of Company and Consultant, a “Party” and together, “Parties”). The Company retains Consultant as of the last date near the Parties signatures below (“Effective Date”) to perform the Services described on one or more Statements of Work (“SOW”) attached as exhibits hereto from time to time (containing, at a minimum, the information detailed in the template SOW attached herein and marked Exhibit A and executed in each case by both Parties), and Consultant is willing to perform such Services on terms set forth more fully below. In consideration of the mutual promises contained herein, the Parties agree as follows:

1.Services.

a.Services. Consultant agrees to provide to the Company the services as may be specified in one or more SOWs or specific requests from Company executives (the “Services”) in accordance with and subject to the terms and conditions of this Agreement. At all times during the term of this Agreement, Consultant shall be responsible for coordinating Consultant’s performance of the Services and maintaining a liaison with the Company contact person named in the applicable SOW, or such other person as the Company may designate from time to time in writing.

b.The Company will review the Services from time to time as to form, accuracy, performance and/or completeness, as deemed necessary by the Company in its reasonable discretion. In the event that the Company at any time determines that Consultant’s performance does not conform with its requirements or this Agreement, it may, at its option, require Consultant to correct or improve such Services by explaining to Consultant the nature of nonconformity in Consultant’s performance. Thereafter Consultant will work diligently to correct any defects and/or deficiencies within a reasonable time.

c.Consultant expressly acknowledges that the relationship intended to be created by this Agreement is a business relationship based entirely on the express provisions of this Agreement and that no partnership, joint venture, agency, fiduciary or employment relationship is intended or created under this Agreement. Nothing in this Agreement shall in any way be construed to constitute Consultant as a representative of the Company, but Consultant shall perform the Services hereunder as an independent contractor.

d.[Intentionally omitted]

2.Consideration

a.Timesheets. [Intentionally omitted]

b.Invoices. [Intentionally omitted]

c.Expenses. Unless otherwise stated herein, Consultant acknowledges and agrees that Consultant is solely responsible for the payment of all ordinary and necessary expenses associated with Consultant’s performance of the Services hereunder. If Services requested by the Company require business travel, the Company will reimburse Consultant for reasonable travel and incidental expenses, including lodging and local transportation, which will include business class travel, as consistent with the Company’s current policies for executive travel.

d.Consideration. The Company and Consultant agree that the sole consideration to Consultant for performing services hereunder will be the continued vesting of the Consultant’s stock options and restricted stock during the period in which the Consultant provides services hereunder as set forth in Exhibit A.

3.Confidentiality.

a.“Confidential Information” means all trade secrets and confidential or proprietary information (under any applicable law), whether or not in writing, concerning the Company’s business which the Company has not released to the general public. Confidential Information may include corporate, customers, business, marketing, financial, operational,

SentinelOne, Inc. Consulting Services Agreement

technological and/or personnel information. Confidential Information also includes information received in confidence by the Company from its customers or suppliers or other third parties.

b.At any time since the Engagement Date and thereafter, without the Company’s prior written permission, Consultant has not disclosed and will not disclose any Confidential Information to anyone outside of the Company, and Consultant has not used or permitted to be used, and will not use or permit to be used, any Confidential Information for any purpose other than the performance of the Services for or on behalf of the Company. All Confidential Information and the tangible embodiments thereof are the exclusive property of the Company. Consultant will cooperate with the Company and use best efforts to prevent the unauthorized disclosure or use of any and all Confidential Information. Upon a request by the Company, Consultant will deliver to the Company all copies of Confidential Information in Consultant’s possession or control. Consultant understands that the Company is now and may hereafter be subject to non-disclosure or confidentiality agreements with third persons which require the Company to protect or refrain from use of Confidential Information and agrees to be bound by the terms of such agreements.

c.Consultant shall apply such standard of care as Consultant takes with respect to its own most sensitive confidential information to the protection of all Confidential Information, but in no event any standard less than a reasonable standard of care. Consultant shall not make any copies of Confidential Information of the Company unless the same are previously approved in writing by the Company. Consultant shall reproduce any of the Company’s proprietary rights notices on any such approved copies, in the same manner in which such notices were set forth in or on the original. If any Confidential Information is disclosed by the Consultant or its employees or agents in contravention of this Agreement, Consultant shall immediately notify the Company of such impermissible disclosure and use best efforts to mitigate the effect of such disclosure. Without limiting its other obligations herein, Consultant shall not copy, reproduce, transmit, store or communicate by any means any Confidential Information found within SentinelOne’s Solutions (as defined in the SentinelOne Terms, such Confidential Information, “Service Data”) which may become known to Consultant. Contractor shall comply in all respects with the obligations of the Company under the Company’s Privacy Policy as available at https://www.sentinelone.com/privacy-policy/ with respect to Service Data. Contractor warrants that it shall use commercially reasonable efforts to implement and maintain reasonable security measures to keep SentinelOne Data and other Confidential Information secure and protect SentinelOne Data and other Confidential Information against unauthorized or unlawful processing, accidental loss, destruction or damage. These shall include, at a minimum, reasonable security and encryption of all personal computers and other devices through which Confidential Information (including SentinelOne Data) is accessed and other security policies implemented or requested by the Company from time to time. The Company shall have the option to conduct reasonable audits of these security measures at mutually agreed-upon times.

4.Compliance with Applicable Privacy Laws. In providing the Services, Consultant shall comply with EU General Data Protection Regulation 2016/679 (“GDPR”) and any other applicable privacy laws and regulations, including without limitation, implementing commercially reasonable technical, physical and organizational measures to protect the privacy, security, confidentiality and integrity of Personal Information processed and/or stored by Consultant from unauthorized access, use, alteration or disclosure. “Personal Information” means any information provided by Company to Consultant, or otherwise obtained by Consultant and provided to Company in connection with Services, and relating to an identified or identifiable natural person, whereby an identifiable natural person is one who can be identified, directly or indirectly, by particular reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. Consultant and Company hereby agree that Company shall be deemed the data controller and Consultant shall be deemed the data processor of such Personal Information, as those terms are defined under GDPR.

5.Prior Agreements; no conflict. Consultant agrees that Consultant has not and will not, during the term of this Agreement, improperly use or disclose any proprietary information of any person or entity with which Consultant has an agreement or duty to keep in confidence information acquired by Consultant, if any. Further, Consultant acknowledges and agrees that the Company entered into this Agreement to retain Consultant to perform the Services personally and will be paid the sole compensation set forth in. Consultant will advise the Company at such time as any activity of either the Company or another business presents Consultant with a conflict of interest or the appearance of a conflict of interest. Consultant will take whatever action is requested by the Company to resolve any conflict which it finds to exist.

6.Ownership.

a.In the course of performing services for the Company since the Engagement Date, including under this Agreement, Consultant may (alone or jointly), create, conceive, or reduce to practice various materials, inventions, designs, developments, ideas, processes, techniques, know-how, trade secrets, images, and audio, written and/or visual works and other works of authorship (collectively “Work Product”). Consultant expressly acknowledges and agrees that all Work Product created and/or performed under this Agreement is and has been on a “work for hire” basis for the benefit, use and ownership of the Company, and Consultant acknowledges that Consultant has conveyed and assigned, and hereby does assign and transfer, and will assign and transfer to the maximum extent allowed by applicable law, to the

SentinelOne, Inc. Consulting Services Agreement

Company and its successors and assigns any and all rights, title and interest in all such Work Product (whether or not patentable or copyrightable) that (a) relates to the business of the Company or any customer of the Company; (b) results from tasks assigned to Consultant by the Company and/or the Services; or (c) results from the use of premises or personal property (whether tangible or intangible) owned, leased or contracted for by the Company (collectively, “Company-Related Work Product”), including, without limitation, all related copyrights, trademarks, patents, applications relating to such intellectual property rights, and other intellectual property rights in all countries and territories worldwide and under any international conventions (“Intellectual Property Rights”).

b.Unless expressly specified by the parties and expressly described in any SOW, it is assumed and expressly agreed that no pre-existing developments are included in any Company-Related Work Product, and Consultant hereby waives all claims to any rights whatsoever which Consultant may otherwise have or accrue in any Work Product and/or Company-Related Developments. To the extent expressly specified by Consultant that in the course of delivering the Service uses any pre-existing works, whether or not subject to Intellectual Property Rights, Consultant hereby grants the Company and its affiliates a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide license (with the full right to sublicense directly, or indirectly through multiple tiers) to (A) copy, distribute, display, reproduce, perform, and create derivative works of, the pre-existing works (in whole or in part); and (B) use the pre-existing works, in whole or in part, for any purpose whatsoever.

c.This Agreement does not obligate Consultant to assign to the Company any work product which, in the reasonable judgment of the Company, is developed entirely on Consultant’s own time, does not relate to the Services or the Company’s business, and does not result from the use of Company resources. Further, this Agreement does not obligate Consultant to assign to Company any intellectual property rights that cannot be assigned under any applicable law.

d.Consultant represents and warrants that (i) the Services and deliverables provided hereunder shall be provided in a professional, timely, complete and workmanlike manner in accordance with specifications detailed in the applicable SOW and other SentinelOne reasonable instructions and specifications; (ii) Consultant’s performance of the Services does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations Consultant has to any third party or any other rights of any third party; and (iii) Consultant’s performance of the Services does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations Consultant has to any third party or any other rights of any third party.

e.For purposes of this Agreement, “Third Party IP” shall mean, all intangible proprietary rights and tangible embodiments thereof, including without limitation inventions, discoveries, designs, specifications, developments, methods, modifications, improvements, processes, know-how, techniques, algorithms, databases, computer software and code (including software and firmware listings, assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces, application programming interfaces, protocols, formats, documentation, annotations, comments, data, data structures, databases, data collections, system build software and instructions), mask works, formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio or visual works, materials that document design or design processes, or that document research or testing, schematics, diagrams, product specifications and other works of authorship owned by any third party. Consultant will not incorporate any Third Party IP into any Work Product without obtaining Company’s prior written consent. Upon receiving the consent described in the prior sentence, Consultant shall be responsible for payment for, and entering into, appropriate agreements concerning such third party materials so as to grant SentinelOne (i) complete, exclusive and unlimited ownership rights in all Third Party IP, as incorporated within Work Product, or (ii) a perpetual, irrevocable, paid-up, royalty-free, nonexclusive, worldwide license to use, copy, distribute, transmit, display, perform, modify, create derivative works of, license and sublicense (through multiple tiers) and assign such Third Party IP, in whole or in part, including, without limitation, the right to add to, subtract from, arrange, rearrange, revise, modify, change and adapt the Third Party IP and any part or element thereof as necessary to fully exercise all ownership rights and fully exploit the Work Product.

f.Open Source Policy. Without limiting Consultant’s obligations pursuant to Section 6.e., where applicable Consultant shall comply with Company’s Open Source Policy attached herein as Exhibit B in performing the Services and the development of any Work Product, and shall ensure that all Third Party IP included in any Work Product was developed in compliance with such Policy.

7.Enforcement of IP Rights. Consultant will cooperate fully with the Company, both during and after the term of this Agreement, with respect to the Intellectual Property Rights in Company-Related Work Product. Consultant will sign, both during and after the term of this Agreement, all applications and other documents (“IP Papers”), which the Company may deem necessary or desirable in order to protect its rights and interests. If the Company is unable, after reasonable effort, to secure Consultant’s signature on any such IP Papers, Consultant hereby irrevocably designates and appoints each current and future officer of the Company as Consultant’s agent and attorney-in-fact to execute any such papers on Consultant’s behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests.

SentinelOne, Inc. Consulting Services Agreement

8.Records; Reports. Consultant will keep the Company advised of progress in performing Services and maintain adequate and current records of all Deliverables and Company-Related Developments developed by Consultant since the Engagement Date and during the term of this Agreement, which records will remain the sole property of the Company at all times.

9.Publication. Without limiting any of Sections 1, 2, 5 or 6 above, at least thirty (30) days before submission of any manuscript or abstract for publication or presentation containing information or data that might contain Confidential Information or be subject to any Company Intellectual Property Rights, Consultant will submit to the Company a draft of such publication in order to enable the Company to ascertain whether the information or data contain Confidential Information or is subject to Company Intellectual Property Rights. Consultant shall cooperate with the Company, and, at the Company’s request, shall delete from the materials any information or data designated by the Company.

10.Term and Termination. This Agreement will commence on the later date indicated near the Parties’ signatures below (“Effective Date”), and will continue until November 7, 2023: provided that this Agreement shall automatically terminate in the event that a Confidential Separation and Release Agreement in the form acceptable to the Company (the “Separation Agreement”) is not delivered and non-revocable by Consultant by October 28, 2022.

The Company may, in addition to any other rights it may have at law or in equity, terminate this Agreement in writing within seven (7) days if Consultant refuses to or is unable to perform the Services as defined in Exhibit A or is in breach of any material provision of this Agreement or the Separation Agreement. It shall be a condition precedent to the Company’s right to terminate this Agreement under the immediately preceding sentence that (A) the Company shall have first given Consultant written notice stating with reasonable specificity the breach on which such termination is premised within thirty (30) days after any of the Company’s executive officers first becomes aware of such breach, and (B) if such breach is susceptible of cure or remedy, Consultant has not cured or remedied such breach within ten (10) days after receipt of such notice from the Company.

Consultant may terminate this Agreement upon thirty (30) days written notice, a notice period which the Company may waive in its sole discretion. Upon termination, (i) the Company’s obligations under this Agreement shall cease except for its obligation to pay for Services performed to Company’s satisfaction or reimburse Consultant for expenses incurred, and (ii) Consultant’s obligation to perform Services shall cease and Consultant’s remaining obligations under this Agreement, including with respect to confidentiality and intellectual property protections, shall survive.

11.Independent Contractor. Nothing in this Agreement shall in any way be construed to constitute Consultant as an agent, employee or representative of the Company, but Consultant shall perform the Services hereunder as an independent contractor and shall report all compensation received by Consultant and pay all self-employment and/or other taxes thereon. Consultant also acknowledges that he will not be eligible for any employee benefits (nor does he desire any of them) and expressly waives any entitlement to such benefits, even if Consultant’s status with the Company is determined by a third party tribunal to be that of an employee. During the period that Consultant is providing services to the Company, Consultant hereby agrees that Consultant shall be subject to all of the terms and conditions set forth in the Company’s Code of Business Conduct and Ethics, as may be updated from time to time and posted to the Company’s Investor Relations website. If such a determination is made, the Parties agree that the provisions of this Agreement, particularly those relating to confidentiality and intellectual property, shall remain in full force and effect. Consultant further agrees to indemnify the Company and hold it harmless to the extent of any obligation imposed on the Company (A) to pay withholding taxes or similar items or (B) resulting from Consultant’s being determined not to be an independent contractor. Notwithstanding the foregoing, the Company agrees to maintain any and all indemnification agreements applicable to Consultant during the term of this agreement, provided that the Company may make immaterial amendments to such agreements that are general to all Company indemnification agreements and do not materially impact Consultant disparately from other indemnitees.

12.Limitation of Liability. [Intentionally omitted]

13.Assignment. The Contractor acknowledges and agrees that the Services to be performed under this Agreement are personal in nature and require unique expertise. Accordingly, Consultant agrees that neither this Agreement nor any right or interest hereunder may be assigned or transferred by Consultant without the prior written consent of the Company. Any attempted assignment, delegation or transfer by a third party hereto in violation hereof shall be null and void. This Agreement shall be binding on and shall inure to the benefit of the Company’s successors and assigns.

14.Miscellaneous. (i) the Parties agree that it would be impossible to measure and calculate the Company’s damages from any breach by Consultant of this Agreement, and accordingly the further agree that the Company will have available, in addition to any other right or remedy available, the right to obtain from any court of competent jurisdiction an injunction restraining such breach or threatened breach and specific performance without posting any bond or other security (and if the Company establishes a breach of this Agreement in any court of competent jurisdiction; (ii) if any provision in this Agreement shall be found or be held to be invalid or unenforceable in any jurisdiction in which this Agreement is being performed, then the meaning of said provision shall be construed, to the extent feasible, so as to

SentinelOne, Inc. Consulting Services Agreement

render the provision enforceable, and if no feasible interpretation would save such provision, it shall be severed from the remainder of this Agreement which shall remain in full force and effect (and in such event, a court of competent jurisdiction shall substitute a valid and enforceable provision which it determines most nearly effects the Parties’ intent in entering into this Agreement; (iii) this Agreement may not be amended in any respect other than by written instrument executed by the Party against whom enforcement is sought; (iv) the terms and conditions herein contained constitute the entire agreement between the Parties and supersede all previous agreements and understandings, whether oral or written, between the Parties hereto with respect to the subject matter hereof, and no agreement or understanding varying or extending the same shall be binding upon either Party hereto unless in a written document which expressly refers to this Agreement and which is signed by the Party to be bound thereby; (v) this Agreement shall be governed by and construed in accordance with the internal laws of the State of Massachusetts, without reference to its principles of conflict of laws, and the Parties hereby consent to personal jurisdiction of the state and federal courts situated in Boston, Massachusetts for purposes of enforcing this Agreement; (vi) any notice hereby required or permitted to be given shall be sufficiently given as of delivery if in writing and delivered in person, by facsimile transmission, electronic mail, overnight delivery service or first priority mail; (vii) no waiver of any term or condition of this Agreement shall be valid or binding on either Party unless the same shall have been mutually assented to in writing by both Parties, nor shall such waiver constitute a future waiver of any such term or condition, and the failure of either Party to enforce or require performance of the other Party at any time of any of the provisions of this Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either Party to enforce each and every such provision thereafter; and (viii) this agreement may be signed in one or more counterparts, electronic and facsimile signatures shall have the same legal effect as originals.

SentinelOne, Inc. Consulting Services Agreement

IN WITNESS WHEREOF, the Parties hereto have caused to be executed or executed this Consulting Services Agreement as of the Effective Date of October 7, 2022.

CONSULTANT:

SentinelOne, Inc. or any of its subsidiaries

Signature:

/s/ Nicholas Warner

Signature:

/s/ Keenan Conder

Name (Print):

Nicholas Warner

Name (Print):

Keenan Conder

Title:

Consultant

Title:

Chief Legal Officer

Address:

[***]

Address:

444 Castro St., Suite 400,

[***]

Mountain View, CA 94041

E-mail:

[***]

E-mail:

[***]

SS Number

(or other Tax ID)

[***]

Date:

October 7, 2022

Date:

October 10, 2022

SentinelOne, Inc. Consulting Services Agreement

EXHIBIT A

SERVICES AND COMPENSATION

Name of Consultant: Nicholas Warner

Engagement Date: November 7, 2022 – November 7, 2023

SERVICES (describe)

Consultant shall respond to questions during normal business hours and provide assistance to the Company as requested from time to time (not to exceed 10 hours a week) during consulting engagement.

COMPENSATION

Consultant shall continue to vest Consultant’s outstanding stock options (including, for the avoidance of doubt, both incentive stock options (IS0s) and nonqualified stock options (NQs)) and restricted stock units (“RSUs”) granted under the Company’s 2013 Equity Incentive Plan and 2021 Equity Incentive Plan until November 7, 2023 or (to the extent earlier or later) the date of termination of Services under this Agreement.

PAYMENTS

N/A

SentinelOne, Inc. Consulting Services Agreement

EXHIBIT B

SentinelOne Open Source Policy

This document sets forth SentinelOne’s policy on the use of open source software (OSS) by employees and independent contractors performing work for SentinelOne. For purposes of this policy, we will consider OSS to be any software not developed by SentinelOne that is publicly available to all takers (e.g., on the Internet) with or without charge and typically, although not always, explicitly subject to a license. The goal of this policy and all of our decisions concerning OSS is to respect the intellectual property rights of others and protect the proprietary nature of SentinelOne’s software.

As a SentinelOne employee or independent contractor, you are, subject to compliance with all other obligations with respect to your incorporation of third party intellectual property, authorized to use open source libraries available on the Internet under the following licenses:1

•[***]

•[***]2

•[***]3

•[***]

•[***]4

The use of any software under any version of [***], [***], or any other license that treats interactions with users over a network as distribution, is prohibited.

All open source software incorporated in Work Product must be expressly and clearly documented to SentinelOne.

1 If you wish to use a component which is not licensed under one of these licenses, you must obtain permission from SentinelOne.

2 Any modifications to software under [***] are to be used only within SentinelOnc. Any exceptions to the default require SentinelOne permission

3 Provided that such software is a standalone library dynamically linked against SentinelOne proprietary software. Other uses require your SentinelOne permission

4 If any files are modified, you must include a notice that the files have been changed, including the date of change.

SentinelOne, Inc.
Confidential Separation and Release Agreement

This Separation and Release Agreement (“Agreement”) is made as of October 4, 2022 by and between Sentinel One, Inc., (“Company”), and Nicholas Warner (“Employee”).

WHEREAS, the Company and the Employee have mutually decided to end the Employee’s employment with the Company as of the Termination Date of November 7, 2022;

WHEREAS, the Company and the Employee wish to specify the terms upon which the Employee will receive compensation to which the Employee is not otherwise entitled, and, in connection therewith, the Employee will agree to release the Company from any claims arising from or related to the employment relationship between the Company and the Employee;

NOW THEREFORE, in consideration of the mutual promises made herein, the Company and the Employee (together, the “Parties”) hereby agree as follows:

1)Termination of Employment. The Employee’s last day of employment with the Company will be November 7, 2022 (“Termination Date”).

a)Upon the Termination Date, the Employee’s access to Company systems will be restricted pursuant to the Company’s standard practices for terminating employees; provided, however, that, in the event that Employee transitions to a consulting arrangement with the Company pursuant to Section 3(d) below, the Employee’s access to incoming/outgoing Company email will be maintained as needed to accommodate such consulting services.

b)Prior to the Termination Date, the Employee and the Company shall cooperate in good faith regarding the Company’s external and internal messaging plans relating to the Employee’s termination of employment with the Company.

c)For the avoidance of doubt, the Employee’s cessation of employment on the Termination Date is intended to constitute a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986 (as amended), and the parties shall take all actions necessary in order to effectuate that intent.

2)Consideration; Expenses. Through the Termination Date, the Employee will continue to be paid the Employee’s current base salary and all other compensation and benefits the Employee is currently entitled to as an employee, including but not limited to vacation accrual, health and dental insurance, and life insurance, subject to standard payroll deductions and tax withholding, in accordance with the Company’s regular payroll schedule. The Employee shall also through the Termination Date retain all rights associated with the Employee’s Company stock options and restricted stock units and shall continue to vest in the Employee’s Company stock options and restricted stock units and shall remain eligible to exercise his vested stock options. On the Termination Date or as soon thereafter as required by law, the Company shall pay the Employee all unused vacation and wages accrued through the Termination Date, subject to standard payroll deductions and tax withholding.

a)Although the Company is not otherwise obligated to do so, provided that (i) the Employee signs this Agreement and returns it to the Company as contemplated by Section 5(g) below, the Company will pay the Employee an amount equal to six months of the Employee’s current base salary (less all applicable required withholdings and deductions) on the first regularly scheduled payroll date after the Termination Date or the Effective Date in Section 5(g), whichever is later (“Severance Payment”).

b)The Employee’s right for coverage under the Company’s group health insurance will terminate on the Termination Date. The Employee will receive information about the Employee’s right to continue group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) soon after the Termination Date. In order to continue coverage, the Employee must file the required election form. Although the Company is not otherwise obligated to do so, provided the Employee signs this Agreement and elects to continue group health coverage, the Company will pay the monthly premium under COBRA for the Employee and, if applicable, the Employee’s dependents (“Benefit Payments”) until the earliest of (i) the end of the period six months following the month in which the Termination Date occurs, (ii) the expiration of the Employee’s continuation coverage under COBRA, or (iii) the date when the Employee becomes eligible for health insurance in connection with new employment (for eligibility and participation in COBRA and any other coverages following the Benefit Termination Date please contact [***]). The Employee agrees to notify the Company immediately upon commencing other employment that provides health insurance. Without limiting any other obligation of the Employee hereunder, the Employee’s right to receive any and all Benefit Payments shall be conditioned upon the Employee’s continued compliance with the terms and conditions of this Agreement.

c)The Employee shall submit for payment all expenses to be reimbursed by the Company in accordance with the Company’s expense reimbursement policies no later than the Termination Date.

d)The Company and the Employee anticipate that the Employee will provide limited services to the Company beginning immediately after the Termination Date pursuant to the Consulting Services Agreement attached hereto as Exhibit A. The Company acknowledges that the sole consideration under the Consulting Services Agreement will be the continued vesting of the Employee’s stock options and restricted stock during the period in which the Employee provides services as a consultant. The Company represents and warrants that the termination of the Employee’s employment effective as of the Termination Date shall not constitute a “Termination of Service” or a cessation of “Service” as those terms are used in the Company’s equity plans, and therefore so long as the Employee continues to provide limited services to the Company under the Consulting Agreement, Employee shall retain all rights associated with the Employee’s Company stock options and restricted stock units and shall continue to vest in the Employee’s Company stock options and restricted stock units and shall remain eligible to exercise his vested stock options. Any unvested stock options and unvested restricted stock units will be terminated when the Employee ceases to provide services to the Company (either following the expiration of the Consulting Services Agreement or due to any failure to transition into a consulting position pursuant to the Consulting Services Agreement), and as approved by the Company’s board of directors, the Employee will thereafter have twelve (12) months to exercise any Company stock options that are vested at such time.

e)As approved by the Company’s board of directors under the Company’s insider trading policy (the “Policy”), the Employee will not be deemed to be an “insider” or “Designated Insider” under, or otherwise subject to, the Policy as a result of providing services under the Consulting Services Agreement, and therefore the Company hereby acknowledges and agrees that from and after the Termination Date, the Employee will no longer be subject to the Policy, except that the Employee agrees that he will not trade shares of the Company’s common stock before the close of trading on the next full trading day following the Company’s public release of financial results for the quarter ending October 31, 2022, other than pursuant to the Employee’s Rule 10b5-1 Plan in effect as of the date of this Agreement. For avoidance of doubt, and except as expressly provided in the immediately preceding sentence, the Employee will not be subject to any policy or contractual restrictions on the Employee’s ability to trade shares of Company common stock from (but not including) the Termination Date; notwithstanding the foregoing, the Employee acknowledges and agrees that all trading activities undertaken by the Employee will continue to be required to be conducted in accordance with all applicable laws, including, without limitation, any such applicable laws relating to trading while in possession of material non-public information and any trading restrictions under Rule 144.

f)From and after the date of this Agreement, the Company will use reasonable efforts not to, and will instruct its Section 16 Officers (as defined in the Policy) and all Senior Vice Presidents not to, share with the Employee, or provide the Employee with access to, any information that could reasonably be deemed to be MNPI (as defined in the Policy). Without limiting the scope of the immediately preceding sentence, the Company shall remove the Employee from its internal EStaff email distribution list.

3)Confidentiality

a)The Parties agree that the existence of, reasons for, and terms of the Agreement shall be held by them in strictest confidence and will not be disclosed by them, directly or indirectly, to any person or entity. Notwithstanding the foregoing, the Parties agree that they may disclose the terms of this Agreement to their employees, attorneys, accountants, and financial advisers, and to any governmental entities including a Government Agency (defined below) and insurer, who have a reasonable need to know of such information or as necessary to enforce such Party’s rights under this Agreement; provided that in each case, the disclosing Party uses best efforts to ensure that the third party to whom such disclosure is made agrees to maintain the confidentiality of such information.

b)Except for such items as the Employee is authorized in writing by the Company’s Chief Executive Officer to retain, the Employee represents, warrants and covenants that the Employee has returned as of the Termination Date, or within two (2) business day of the Termination Date shall return, to the Company all of the Company’s property, equipment and all materials (including all copies thereof, whether or not in tangible form) and confidential and proprietary information of the Company in the Employee’s possession and/or sole control. If the Employee has used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any Company confidential or proprietary information, the Employee shall provide the Company with a computer-useable copy of all such information and then permanently delete and expunge such information from those systems on or prior to the Termination Date (or such earlier date requested by the Company).

c)As part of this Agreement and in accordance with the Confidentiality Agreement (defined below), concurrent with the execution of this Agreement the Employee shall execute the Termination Certification attached herein and marked as Exhibit B.

4)Waiver of Severance Agreement. The Employee agrees and understands that the Employee’s termination of employment does not result in either a Qualifying Termination or a CIC Qualifying Termination (each, as defined in that certain Change in Control and Severance Agreement, by and between the Employee and the Company, dated June 19, 2021 (the “Severance Agreement”)). By the Employee’s signature below, the Employee expressly waives any and all entitlements pursuant to the Severance Agreement following the Termination Date and agrees that the Severance Agreement shall be terminated as of the Termination Date.

5)Acknowledgment and Release of Claims including Age Discrimination In Employment Act (“ADEA”) Waiver

a)The Employee agrees and understands that notwithstanding the receipt of the Severance Payments and Benefit Payments (if any) under this Agreement, the Employee’s participation in all benefits and incidents of employment shall cease on the Termination Date. The Employee also acknowledges that except as expressly provided in this Agreement or as otherwise required by law, the Employee will not have earned and will not receive from the Company any additional compensation as a result of the Employee’s employment with the Company (including base salary, bonus, incentive compensation, equity, or vacation/PTO accrual), severance, or benefits after the Termination Date.

b)The Employee acknowledges and represents that the Employee has not suffered any discrimination, harassment or retaliation by any of the Releasees on account of the Employee’s race, gender, national origin, religion, marital or registered domestic partner status, sexual

orientation, age, disability, medical condition or any other characteristic protected by law. The Employee acknowledges and represents that the Employee has not been denied any leave, benefits or rights to which the Employee may have been entitled under the FMLA, CFRA or any other federal or state law, and that the Employee has not suffered any job-related wrongs or injuries for which the Employee might still be entitled to compensation or relief. The Employee certifies that the Employee has not failed to report any work-related injuries or illnesses arising out of or in the course and scope of the Employee’s employment with the Company.

c)The Employee, on behalf of the Employee and his/her dependents, heirs, executors, agents, principals, partners, representatives, attorneys, administrators, assigns and transferees, as applicable parties, does hereby fully and forever release, discharge and free the Company, its officers, directors, employees, investors, shareholders, predecessors, successors, subsidiaries, parent company and their respective successors and assigns (the “Released Parties”) of and from any claim, duty, demand, liability, obligation or cause of action (collectively, “Claims”), and agrees not to sue any of the Released Parties concerning any matters of any kind, character or nature whatsoever, whether at law or in equity, now existing or heretofore ever having existed, whether currently known or unknown, suspected or unsuspected, arising from any acts, omissions or facts that have occurred up until and including the Termination Date, including, without limitation, any and all Claims relating to or arising from the Employee’s involvement or employment relationship with the Company, the termination of that relationship and status, federal, state or local laws prohibiting discrimination in employment, or the Employee’s ownership of securities of the Company.

d)The Employee acknowledges that he/she may have Claims against the Released Parties relating to the foregoing subject matter of which, at the time of execution of this Agreement, the Employee has no knowledge, and the Employee acknowledges and expressly agrees that this Agreement is specifically intended to and does extend to any and all such Claims, whether or not known, claimed or suspected. Accordingly, the Employee hereby waives as to the Released Parties the benefits of Section 1542 of the California Civil Code (or any analogous law of any other state), which provides as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing a release, and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

e)The Employee expressly acknowledges and agrees that this waiver and release includes (without limitation) any and all rights or Claims the Employee may have or claim to have arising under Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment and Housing Act, the California Labor Code, the Americans With Disabilities Act, the Age Discrimination and Employment Act, as amended, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the National Labor Relations Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the Employee Retirement Income Security Act of 1974, as amended, claims or demands related to base pay, salary, bonuses, commissions, stock, stock options, stock-based compensation or any other ownership interests in the Company, vacation/paid time off, fringe benefits, expense reimbursements, severance pay or any other form of compensation, attorneys’ fees or costs, claims of wrongful termination under any law or regulation, constructive discharge, breach of contract claims, breach of any implied covenant of good faith and fair dealing, privacy violations, fraud claims, claims alleging infliction of emotional distress, all other laws and regulation relating to employment, and/or any other applicable statute or provision. The Employee expressly acknowledges and agrees that the Claims released pursuant to this Agreement include all claims against individual directors, officers, shareholders and the employees of the Company and its affiliated companies, and that any and all such claims are hereby settled, compromised, released and discharged by this Agreement. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement or any claim to indemnification under Section 2802 of the California Labor Code, any

right Employee has to file or pursue a claim for workers’ compensation or unemployment insurance, or any rights which are not waivable as a matter of law. Notwithstanding the foregoing, the Company agrees to maintain any and all indemnification agreements applicable to Employee with respect to any matters arising out of the Employee’s prior service to the Company and the indemnification agreement applicable to Employee’s prior service to a predecessor employer (and including any matters expressly agreed to be subject to indemnification pursuant to any agreements by and between the Employee and the Company), provided that the Company may make immaterial amendments to such agreements that are general to all Company indemnification agreements and do not materially impact the Employee disparately from other indemnitees.

f)Notwithstanding the above, Employee understands that this Agreement does not limit the Employee’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (each, a “Government Agency”), except that the Employee acknowledges and agrees and hereby waives the Employee’s right to any monetary benefits in connection with any such claim, charge or proceeding before the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or any analogous federal, state or other government agency, to the extent allowed by applicable law. The Employee further understands that this Agreement does not limit the Employee’s ability to communicate with, or otherwise participate in any investigation or proceeding that may be conducted by, a Government Agency. Notwithstanding anything to the contrary herein, this Agreement does not limit the Employee’s right to receive a statutory award for information provided to the Securities and Exchange Commission.

g)ADEA Waiver. The Employee acknowledges that the Employee is knowingly and voluntarily waiving and releasing any rights the Employee may now have or have had under the Age Discrimination and Employment Act (“ADEA”), as amended. The Employee also acknowledges that the consideration given for the waiver and release herein is in addition to anything of value to which the Employee was already entitled. The Employee further acknowledges that the Employee has been advised by this writing, as required by the ADEA, that: (i) the Employee’s waiver and release does not apply to any rights or claims that may arise after the Employee’s execution of this Agreement; (ii) the Employee has the right to consult with an attorney prior to executing this Agreement; (iii) the Employee has twenty one (21) days from the date of this Agreement to execute this Agreement (though the Employee is free to execute this Agreement before the twenty first (21st) day); (iv) the Employee has seven (7) days following the Employee’s execution of this Agreement to revoke the Agreement, provided the Employee has sent a letter to [***] stating that the Employee is revoking it no later than 5 p.m. PST by the seventh (7th) day; (v) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Agreement is executed by the Employee, provided that the Company has also executed this Agreement by that date (“Effective Date”); and (vi) this Agreement does not affect the Employee’s ability to test the knowing and voluntary nature of this Agreement.

6)Remaining Obligations. Notwithstanding the foregoing, the provisions of Section 5 above shall not restrict or limit in any way the liability or obligations of the Employee from the Employee’s continuing obligations under Section 3 or Section 12 hereof, or any other obligation not to use or disclose confidential, trade secret, or proprietary information of the Company.

7)Injunctive Relief. In view of the nature of the right and goodwill, business reputation and prospects of the Company to be protected under Sections 3, 5, 8, 12 and 13 of this Agreement, the Employee understands and agrees that the Company could not be reasonably or adequately compensated in damages in an action at law for the Employee’s breach of his obligations thereunder. Accordingly, the Employee specifically agrees that the Company shall be entitled to temporary and permanent injunctive relief to enforce the provisions of Sections 3, 5, 8, 12, and 13 of this Agreement, and that such relief may be granted without the necessity of proving actual damages. This provision with respect to injunctive relief shall not, however, diminish the right of the Company to claim and recover damages in addition to injunctive relief.

8)Non-Disparagement. In consideration of the agreements among the parties detailed herein, the Employee agrees not to disparage any of the Releasees or their products, services, agents, representatives, directors, officers, shareholders, attorneys, employees, vendors, affiliates, successors or assigns, or any person acting by, through, under or in concert with any of them, with any written or oral statement in any form and using any medium; in consideration of the foregoing, the Company agrees to instruct the members of its board of directors and its officers not to disparage the Employee. Provided, however, that nothing in this section shall prohibit any party from complying with and giving truthful testimony in response to any lawful subpoena or court order or taking any other actions affirmatively authorized by law.

9)Non-Competition. As used in this Agreement, the term “Expiration Date” means the twelve-month anniversary of the Termination Date. Through the Expiration Date, the Employee will not engage in competition with the Company. For purposes of this Section, “engage in competition” means entering into the employ of, or rendering any services to, a competitor of the Company where the Employee is performing or rendering the same or similar services to the services Employee performed during the Employee’s relationship with the Company, whether in the capacity of principal, agent, partner, officer, director, employee, consultant, independent contractor or the like. For purposes of this Agreement, “competitor of the Company” shall mean (and be limited to) [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***], [***] and [***]. Notwithstanding the foregoing, nothing herein shall prohibit the Employee from (x) owning bonds, non-voting preferred stock or less than two percent (2%) of the outstanding common stock of any competitor of the Company (or the holding company thereof); (y) serving on the board of directors of or providing employment, consulting or advisory services to a business that is not a Competing Business; or (z) investing as a general or limited partner (or the equivalent) in any venture capital fund, private equity fund or other pooled investment vehicle.

10)Solicitation of Employees. To the fullest extent permitted under applicable law, the Employee agrees that through the Expiration Date, the Employee will not solicit any of the Company’s employees who hold a position uniquely essential to the management, organization, or service of the business to leave their employment at the Company. The Company and the Employee agree that this Section 10 supersedes the Employee’s obligations under Section 5 of the Confidentiality Agreement. This Section 10 shall not prohibit solicitations for employment by means of a general advertisement (e.g., newspaper, website or the equivalent) that is not targeted specifically at one or more employees of the Company.

11)Solicitation of Customers. To the fullest extent permitted under applicable law, the Employee agrees that through the Expiration Date, the Employee will not solicit, or attempt to solicit, any customer of the Company for the purpose of selling products or performing services which are substantially similar in nature to, such that they actually compete with, the Company. The prohibitions in this Section apply regardless of who initiates the contact. The Employee agrees that nothing in this Section shall affect the Employee’s continuing obligations under the Confidentiality Agreement.

12)Proprietary Information and Inventions Agreement. The Employee acknowledges and agrees that the terms of the Proprietary Information and Inventions Agreement (“Confidentiality Agreement”) signed by the Employee at the start of employment shall remain in full force and effect, a copy of which is attached as Exhibit C and incorporated by reference, and that this Agreement does not modify or impact such Confidentiality Agreement or your obligations under such agreement in any way, other than as set forth in Section 10 herein. The Employee understands and agrees that the Company’s proprietary information as defined in the Confidentiality Agreement belongs exclusively to the Company, and that the confidential information of the Company’s customers or of other organizations with which the Company does business remains their exclusive property. The Employee further agrees not to use or disclose any such information, whether for the Employee’s benefit or for the benefit of another, and that the Employee will hold and treat such information as confidential, unless the Employee has specific prior written authorization from the Company to disclose it.

13)Indemnification. Without limiting the scope of the last sentence of Section 5(e) of this Agreement, the Company shall defend, indemnify and hold harmless the Employee from and against any and all

claims, liabilities, causes of action, damages and reasonable legal fees and costs incurred by Employee as a result of any third party claim against the Employee or the Company relating to the Employee’s services to the Company as an employee or consultant as provided in the Company’s standard Indemnity Agreement referenced here: https://www.sec.gov/Archives/edgar/data/1583708/000162828021011624/exhibit101-sxl.htm.

14)General

a)Entire Agreement. This Agreement, including any Exhibits, constitutes the complete, final and exclusive embodiment of the entire agreement between the Employee and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained or referenced specifically herein, and it supersedes any other such promises, warranties or representations. This Agreement may not be modified or amended except in a writing signed by both the Employee and a duly authorized officer of the Company.

b)Governing Law. This Agreement shall be governed by and construed in accordance with the internal substantive laws, but not the choice-of-law rules, of the State of Massachusetts applicable to agreements made and to be performed entirely within such state.

c)Assignment. This Agreement, and the Employee’s rights and obligations hereunder, are personal in nature and accordingly may not be assigned by the Employee. The Company may assign this Agreement and its rights, together with its obligations hereunder, in connection with any sale, transfer or other disposition of all or substantially all of its assets or business, whether by merger, consolidation or otherwise. In such event, the term “Company,” as used in this Agreement, shall mean the Company as defined above and any successor or assignee to the business or assets which by reason hereof becomes bound by the terms and provisions of this Agreement.

d)Counterparts. This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the Parties. Execution of a facsimile copy, electronic signature or PDF will have the same force and effect as execution of an original, and a facsimile signature, electronic signature or PDF signature will be deemed an original and valid signature.

e)Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement, which thereafter shall be construed so as to continue to effect the purposes hereof, provided, however, that in such event the Parties agree to negotiate substitute valid and enforceable provisions which carry out, so far as reasonably possible, the Parties’ original intent in entering into this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth below.





/s/ Nicholas Warner			October 7, 2022
Nicholas Warner			Date
[***]



			October 10, 2022
Sentinel One, Inc.			Date

By: /s/ Keenan Conder

Title: Chief Legal Officer
444 Castro Street
Suite 400
Mountain View, CA 94041

Exhibit A

Consulting Services Agreement

Exhibit B

Sentinel One, Inc. Termination Certification

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, any other documents or property, or reproductions of any and all aforementioned items belonging to Sentinel One, Inc. (the “Company”). Notwithstanding the foregoing, I understand that I may keep a copy of the Employee Handbook and personnel records relating to me if previously provided.

I further certify that I have complied with all the terms of the Company’s Propriety Information & and Inventions Agreement (the “Confidentiality Agreement”) signed by me, including the reporting of any inventions and original works of authorship (as defined therein) conceived or made by me (solely or jointly with others), as covered by that Agreement.

I understand that pursuant to the Confidentiality Agreement, and subject to its Protected Activity exclusion, I am obligated to preserve, as confidential, all Company Confidential Information and Associated Third Party Confidential Information, including trade secrets, confidential knowledge, data, or other proprietary information relating to products, processes, know-how, designs, formulas, developmental or experimental work, computer programs, databases, other original works of authorship, customer lists, business plans, financial information, or other subject matter pertaining to any business of the Company or any of its employees, clients, consultants, or licensees.





Date: October 7, 2022

/s/ Nicholas Warner
Signature

Nicholas Warner
Name of Employee (typed or printed)

Address for Notifications:			[***]

Exhibit C

Reference is made to the Proprietary Information and Inventions Agreement signed by Nicholas Warner on May 12, 2017, a copy of which has been provided to Employee in conjunction with this Agreement

SentinelOne Global Corporate Cash Bonus Plan


GLOBAL CORPORATE CASH BONUS PLAN

As amended effective August 1, 2022

SentinelOne Global Corporate Cash Bonus Plan


ABOUT THIS PLAN

The purpose of this SentinelOne Global Corporate Cash Bonus Plan (“the Plan”) is to motivate and reward eligible employees across SentinelOne by providing the potential for a variable cash compensation payment dependent on the achievement of certain corporate, business unit and/or individual performance goals.

This Plan is a discretionary and non-contractual plan. It is not part of any employee’s terms and conditions of employment and no payments are guaranteed under it.

References in this Plan to “the Company” shall mean, in relation to any eligible employee, the relevant SentinelOne employer for that eligible employee.


ELIGIBILITY

Employees who are eligible to participate in this Plan (“eligible employees”) will be notified by the Company of their eligibility either on commencement of their employment or in the course of their employment. Participation in this Plan is at the discretion of the Company.

Except where otherwise required by local law or as otherwise provided for in an addendum provided to an eligible employee, they must satisfy the following criteria:

•The individual is employed as a SentinelOne employee (i.e., not a contractor, consultant, or in any other non-employment relationship) as of the date bonuses are paid via their local payroll. Interns are not eligible to participate in this plan;

•the individual has been employed (as a SentinelOne employee) for at least one month prior to end of the relevant bonus performance period (employed on or before December 31 for payouts for the period ending on or about January 31 of the following year or employed on or before June 30 for payouts for the performance period ending July 31 of the same year); and

•at any time until the date that bonuses are paid under the Plan, the individual must be in good standing with the Company, including but not limited to: not have violated any provision of SentinelOne’s Global Code of Conduct, any other written SentinelOne policy, and/or any law, rule or regulation applicable to SentinelOne or its employees.

This Plan does not apply to employees with a Sales Commission target (unless specifically stated otherwise), contractors, temporary workers, consultants, or interns.


BONUS AWARDS

1.The Company may in its absolute discretion pay an eligible employee a cash bonus of such amount and at such intervals as it may in its absolute discretion determine, considering specific performance targets to be notified to that eligible employee from time to time.

2.Performance targets will ordinarily be based on a combination of personal performance targets and broader Company (or SentinelOne group) performance targets. All targets, however, shall at all times be at the absolute discretion of the Company and may be varied from time to time.

3.There are currently two bonus performance periods each year, which shall be communicated to eligible employees from time to time. Any bonuses shall be paid after the end of the relevant bonus performance period. Bonuses are usually paid as soon as administratively feasible after the end of

SentinelOne Global Corporate Cash Bonus Plan

these performance periods, typically around February and August, but the Company reserves the right to vary the payment dates at any time, for any reason.

4.If an eligible employee:

a.starts employment during a bonus performance period; or

b.starts otherwise participating in this Plan during a bonus performance period; or

c.takes a leave of absence during a bonus performance period, or

d.has their bonus target changed, or

e.is employed on a less than full time basis,

the Company shall take into account the eligible employee’s circumstances and may (at its sole and absolute discretion) pay the employee a bonus under this Plan on a prorated basis to reflect the above factors or on such other basis as may be required by local law and/or reflected in other Company policies.


OTHER TERMS AND CONDITIONS

1.Any bonus payment shall be purely discretionary and shall not form part of an employee’s contractual remuneration. If the Company makes a bonus payment to an employee under this Plan, the Company shall not be obliged to make subsequent bonus payments.

2.Any bonus payment under this plan is not considered earned or accrued by an eligible employee until it is actually paid. If employment with the Company terminates, for any reason, prior to the date a bonus payment is made, an individual will not be eligible to receive any bonus payment, unless required under applicable law or contractual provisions.

3.The Company may alter any bonus targets or withdraw them altogether at any time without prior notice.

4.To the extent permitted by law, the Company may also suspend any bonus payment(s) to an employee under this Plan where that employee is under investigation by the Company in relation to their conduct or performance. In such circumstances, the Company shall only pay any such bonus payment(s) to that employee if the investigation (and any consequent internal processes that may follow) resolve to the satisfaction of the Company.

5.The Company reserves the right to reduce or suspend payments under this plan for any amount of time and for any reason (including but not limited to disruptions to the Company’s business or broader economic environment), at its sole discretion.

6.Any bonus payment awarded under this Plan is a discretionary and extraordinary item of compensation that is outside an eligible employee’s normal, regular or expected compensation, and in no way represents any portion of an eligible employee’s salary, compensation, or other remuneration for the purpose of calculating any of the following payments: termination, severance, redundancy, end-of-service premiums, bonuses, long-service awards, overtime premiums, pension or retirement benefits, and any other similar payments and extra benefits, unless otherwise required under applicable law.

7.No bonus payment made under this Plan shall be counted as compensation for purposes of any other employee benefit plan, Plan or agreement sponsored, maintained or contributed by SentinelOne unless expressly provided for in such employee benefit plan or agreement.

8.Bonus payments made under this Plan shall only be paid in cash, in the employee’s local currency. In no event will bonus payments under this Plan be paid in the form of a security or equity stake in SentinelOne, including, but not limited to shares of SentinelOne stock, restricted stock units, or stock options.

SentinelOne Global Corporate Cash Bonus Plan

9.Any individual bonus calculated under the Plan must be approved by the eligible employee’s manager before such bonus is paid and all payments made under this Plan are subject to audit.

10.Eligible employees who transition to a non-employee status (including but not limited to being a contractor or consultant) before the time that the payment would otherwise be made under this Plan shall no longer be eligible to participate in or receive a payment under the plan.

11.An eligible employee’s rights under the Plan, if any, are not assignable or transferable voluntarily or involuntarily or by operation of law, except upon death.

12.The Plan is unfunded and no provision of the Plan shall require SentinelOne, for the purpose of satisfying any Plan obligations, to purchase assets or place any assets in a trust or other entity or otherwise to segregate any assets for such purposes. Nothing contained in this Plan nor any action taken pursuant to its provisions shall create or be construed to create a fiduciary relationship between SentinelOne and any eligible employee or other person. Any right to receive bonus payments under the Plan shall be no greater than the right of any unsecured creditor of SentinelOne.

13.This Plan shall be governed by, and interpreted, construed, and enforced in accordance with, the laws of the State of California in the United States and within exclusive jurisdiction of California courts without regard to its or any other jurisdiction’s conflicts of laws provisions.

14.If any provision of this Plan shall be determined to be illegal or unenforceable, such determination shall in no manner affect the legality or enforceability of any other provision hereof.


TAX AND OTHER LAWFUL DEDUCTIONS

Payments under this Plan to an eligible employee shall be paid to that eligible employee in the same manner as the eligible employee receives their regular paycheck and in accordance with local payroll practices based on applicable local law.

The Company shall deduct tax and any other deductions required by law such as Social Security contributions in the United States from any payments payable under this Plan.


RESERVATION OF RIGHTS

SentinelOne reserves the right to amend this Plan in any respect or to withdraw the Plan in its entirety.

SentinelOne reserves the right to interpret this Plan document on a fully discretionary basis and to take any action, or to decline to take any action, in relation to the administration or interpretation of the Plan including but not limited to determining eligibility for participation in the Plan, and to determine the amount, if any, to be paid under the Plan. The Compensation Committee or its designee shall be the ultimate sole and final arbiter of any disputes under the Plan, in its sole and absolute discretion.

Further, nothing in this Plan shall in any way affect the right and power of the Company to terminate the employment of any eligible employee at any time or for any reason or to change the terms of their employment in accordance with the terms of their employment contract, as applicable, in any manner.

******************

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tomer Weingarten, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SentinelOne, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: June 1, 2023	By:	/s/ Tomer Weingarten
	Name:	Tomer Weingarten
	Title:	Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Bernhardt, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of SentinelOne, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: June 1, 2023	By:	/s/ David Bernhardt
	Name:	David Bernhardt
	Title:	Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Tomer Weingarten, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Quarterly Report on Form 10-Q of SentinelOne, Inc. for the fiscal quarter ended April 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of SentinelOne, Inc.


Date: June 1, 2023	By:	/s/ Tomer Weingarten
	Name:	Tomer Weingarten
	Title:	Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer)

I, David Bernhardt, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge, the Quarterly Report on Form 10-Q of SentinelOne, Inc. for the fiscal quarter ended April 30, 2023 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of SentinelOne, Inc.