— ] Shares Gelesis, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 23rd, 2015 • Gelesis Inc • Pharmaceutical preparations • New York
Gelesis, Inc. (the “Company”) announced today that Piper Jaffray & Co. and Stifel, Nicolaus & Company, Incorporated, as the representatives of the underwriters, are [waiving] [releasing] [a] lock-up restriction[s] with respect to an aggregate of **[# of common shares] held by certain [officers] [directors] of the Company. These [officers] [directors] entered into lock-up agreements with the representatives in connection with the Company’s initial public offering.
ContractWarrant Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Massachusetts
THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 23rd, 2015 • Gelesis Inc • Pharmaceutical preparations • Massachusetts
This Amended and Restated Employment Agreement (this “Agreement”) dated as of April 22, 2015, is by and between Gelesis, Inc., a Delaware corporation (“Employer”), and Robert Armstrong, Ph.D. (“Employee”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • April 23rd, 2015 • Gelesis Inc • Pharmaceutical preparations • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2015, by and between Gelesis, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”), with reference to the following facts:
GELESIS, INC. Incentive Stock Option Agreement Granted Under 2006 Stock Incentive PlanIncentive Stock Option Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations
GELESIS, INC. SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT is made as of March 6, 2015 (the “Effective Date”) between Gelesis, Inc., a Delaware corporation (the “Company”), and the other stockholders listed on the Schedule of Stockholders attached hereto, as the same may be amended from time to time (each, individually, a “Stockholder” and collectively, the “Stockholders”).
GELESIS INC. Nonstatutory Stock Option Agreement Granted Under 2006 Stock Incentive PlanNonstatutory Stock Option Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations
ContractWarrant Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Massachusetts
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS.
AMENDED AND RESTATED MASTER AGREEMENTMaster Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Massachusetts
This Amended and Restated Master Agreement (this “Agreement”), dated as of the 29th day of December, 2014 (the “Effective Date”), is by and among Gelesis, LLC, a Delaware, USA limited liability company with its principle place of business at 500 Boylston Street, Suite 1600, Boston, Massachusetts 02116, U.S.A.,
FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 6th, 2015 • Gelesis Inc • Pharmaceutical preparations
THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is dated as of May 6, 2015 by and among Gelesis, Inc., a Delaware corporation (the “Company”), and the Stockholders listed on the signature pages hereto. The parties agree as follows:
THIS AMENDED AND RESTATED WARRANT AND THE SHARES OF PREFERRED STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTPreferred Stock Purchase Warrant • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Delaware
Gelesis, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that , or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after Original Issue Date and before 5:00 p.m. (Boston time) on the Expiration Date (as defined below), Warrant Shares (as defined below), at a purchase price of $0.01 per share. The purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, is hereinafter referred to as the “Purchase Price.” This Warrant has been issued pursuant to that certain Series A-4 Stock and LLC Common Share Purchase Agreement, dated August 16, 2013, by and among the Company and the signatories thereto (the “Purchase Agreement”) and all such Warrants that are so issued are collectively referred to herein as the “Series A-4 Warrants”.
CONTRACT FOR THE USE OF SPACES AND FURNITURE BETWEENContract for the Use of Spaces and Furniture • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations
UNIVERSITY OF SALENTO (hereinafter called University of Salento) with seat in Lecce, P.zza Tancredi nr. 7, Fiscal Code 80008870752, in the person of the Dean Prof. Eng. Domenico Laforgia born in Bari on 22nd June and domiciled for this office at the above-mentioned seat, authorized to the signature of this contract with D.R. nr. 968 dated 29th August 2011
ROYALTY AND SUBLICENSE INCOME AGREEMENTRoyalty and Sublicense Income Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Delaware
This ROYALTY ASSIGNMENT AGREEMENT (the “Agreement”), dated as of December 18, 2009, is by and among (i) PureTech Ventures, LLC, a Delaware limited liability company, (“PureTech”), (ii) Gelesis, Inc., a Delaware corporation, (“Gelesis-US”) and (iii) Gelesis LP (formerly AML-Dienstein B. V.), a Bermudan limited partnership (“Gelesis-Bermuda” and collectively with Gelesis-US, “Gelesis”).
AMENDED AND RESTATED MANAGEMENT SERVICES AND OVERHEAD AGREEMENTManagement Services and Overhead Agreement • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Massachusetts
This Amended and Restated Management Services and Overhead Agreement (“Agreement”) is entered into to be effective as of May 25, 2011 by and between Gelesis, Inc., a Delaware Corporation (“Gelesis”) and PureTech Ventures, LLC (“PureTech”).
THIS AMENDED AND RESTATED WARRANT AND THE SHARES OF PREFERRED STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTPreferred Stock Purchase Warrant • April 1st, 2015 • Gelesis Inc • Pharmaceutical preparations • Delaware
Gelesis, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that One SRL, or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after Original Issue Date and before 5:00 p.m. (Boston time) on the Expiration Date (as defined below), Warrant Shares (as defined below), at a purchase price of $0.01 per share. The purchase price per share, as adjusted from time to time pursuant to the provisions of this Warrant, is hereinafter referred to as the “Purchase Price.”
