Capstar Special Purpose Acquisition Corp. 24,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 8th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you are acting as Representatives (the “Representatives”), an aggregate of 24,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,600,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in thi
WARRANT AGREEMENTWarrant Agreement • July 8th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 1, 2020, is by and between Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Capstar Special Purpose Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[ ] of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2020, by and between Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 8th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 1, 2020, by and between Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • July 8th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of July 1, 2020, is made and entered into by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), Capstar Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 20th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of January 13, 2022 by and between Gelesis Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • July 8th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of July 1, 2020, is entered into by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Capstar Sponsor Group, LLC, a Delaware limited liability company (the “Purchaser”).
COMMON STOCK PURCHASE AGREEMENT Dated as of August 11, 2022 by and between GELESIS HOLDINGS, INC. and B. RILEY PRINCIPAL CAPITAL II, LLCCommon Stock Purchase Agreement • August 12th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of August 11, 2022 (this “Agreement”), by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Gelesis Holdings, Inc., a Delaware corporation (the “Company”).
Capstar Special Purpose Acquisition Corp. Austin, TX 78701 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 8th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., UBS Securities LLC and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 27,600,000 of the Company’s units (including up to 3,600,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Un
AGREEMENT AND PLAN OF MERGER by and among PURETECH HEALTH LLC, CAVIAR MERGER SUB LLC and GELESIS HOLDINGS, INC. Dated as of June 12, 2023Merger Agreement • June 13th, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations
This Agreement and Plan of Merger (the “Agreement”), dated as of June 12, 2023, is by and among PureTech Health LLC, a Delaware limited liability company (“Parent”), Caviar Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub”), and Gelesis Holdings, Inc., a Delaware corporation (the “Company”).
Capstar Special Purpose Acquisition Corporation Austin, Texas 78701Subscription Agreement for Founder Shares • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks • New York
We are pleased to accept the offer Capstar Sponsor Group, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), of Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Founder Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and Gelesis Holdings, Inc., a Delaware corporation (the “Company”).
ContractWarrant Agreement • May 31st, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Capstar Special Purpose Acquisition Corp. 405 West 14th Street Austin, TX 78701 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • June 24th, 2020 • Capstar Special Purpose Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., UBS Securities LLC and BTIG, LLC, as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Un
July 16, 2021 Yishai Zohar Brookline, MA 02445 Re: Employment Agreement Dear Yishai:Employment Agreement • January 20th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of Gelesis, Inc. (the “Company”), I am pleased to confirm our offer to continue your employment as Chief Executive Officer (“CEO”) and Founder of the Company. The terms and conditions of your continued employment are set forth below in this letter agreement (the “Agreement”):
AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • January 20th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”) is dated as of January 13, 2022, and is by and among Gelesis Holdings, Inc., a Delaware corporation (the “Company”) (formerly known as Capstar Special Purpose Acquisition Corp.), Capstar Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”), the persons and entities listed on Exhibit A who hold beneficially and of record the type and number of securities (the “Sponsor Securities”) indicated next to their name in Exhibit A (each, a “Capstar Holder”) and certain former stockholders of Gelesis, Inc., a Delaware corporation and the entity that was merged with and into the Merger Sub (as defined below) contemporaneously with the execution and delivery of this Agreement (“Target”), listed on Exhibit B who hold beneficially and of record the type and number of shares of Common Stock, including Earn-Out Shares, and/or Equity Awards exercisable for shares of Common Stock (all as defined
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Supply and Distribution Agreement • June 21st, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
This THIRD AMENDED AND RESTATED SUPPLY AND DISTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of the 14th day of June, 2022 (the “Third Restatement Date”), by and between Roman Health Pharmacy LLC, a Delaware limited liability company, having an office at 30-30 47th Avenue, Suite 535, Long Island City, New York 11101 (“RO”) and Gelesis Inc., a Delaware corporation, having its principal office at 501 Boylston Street, Suite 6102, Boston, MA 02116 (“GELESIS”). RO and GELESIS each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
GELESIS HOLDINGS, INC. GELESIS, INC. AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME NOTE AND WARRANT PURCHASE AGREEMENT february 21, 2023Note and Warrant Purchase Agreement • February 23rd, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (“Agreement”) is made as of February 21, 2023, by and among Gelesis Holdings, Inc. a Delaware corporation (the “Company”), Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), Gelesis 2012, Inc., a Delaware corporation (“Gelesis 2012”), and Gelesis, LLC, a Delaware limited liability company (“Gelesis LLC” and, together with Gelesis 2012 and any other grantors party to the Security Agreement from time to time, the “Guarantors” and together, with the Company and the Co-Issuer, the “Note Parties”), the investor listed on the Schedule of Investors attached (the “Schedule of Investors”) hereto under the heading “Initial Investor” (the “Initial Investor”) who became a party to this Agreement by executing and delivering this Agreement on the date hereof and the individuals and entities who become parties to this Agreement after the date hereof by executing and delivering to the Company a signature page in the form attached hereto as Exhibit A (the
SECOND Amendment to BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 3rd, 2022 • Capstar Special Purpose Acquisition Corp. • Pharmaceutical preparations
This Second Amendment to the Business Combination Agreement (this “Amendment”) is entered into as of December 30, 2021 (the “Amendment Effective Date”), by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (“Capstar”), CPSR Gelesis Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Gelesis, Inc., a Delaware corporation (the “Company”).
WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS INC.Warrant to Purchase Common Stock • July 29th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF...Distribution Agreement • October 5th, 2021 • Capstar Special Purpose Acquisition Corp. • Pharmaceutical preparations • New York
Pharmaceutical Distribution Agreement (“Agreement”) dated as of Feb 12, 2020 (the “Effective Date”) between Gelesis, Inc., a Delaware Corporation (“Manufacturer”) and Specialty Medical Drugstore, LLC, an Ohio limited liability corporation dba GoGoMeds (“Pharmacy”) and, together with Gelesis, the “[__]” and together with GoGoMeds the “Parties”).
AMENDMENT NO. 4 TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • September 20th, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 4 (this “Amendment No. 4”) is made and entered into as of September 20, 2023, and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023, that certain Amendment No. 2 to Note and Warrant Purchase Agreement, dated as of June 12, 2023, and that certain Amendment No. 3 to Note and Warrant Purchase Agreement, dated as of June 28, 2023, and as may be further amended or modified from time to time, the “Agreement”), by and among Gelesis Holdings, Inc. a Delaware corporation (the “Company”), Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), Gelesis 2012, Inc., a Delaware corporation (“Gelesis 2012”), and Gelesis, LLC, a Delaware limited liability company (together with Gelesis 2012, any other grantors party to the Security Agreement from time to time, the Company and the Co-Issuer, the “Note Parties”), and PureTech Health LLC (the
BUSINESS COMBINATION AGREEMENT BY AND AMONG CAPSTAR SPECIAL PURPOSE ACQUISITION CORP., CPSR GELESIS MERGER SUB, INC., AND GELESIS, INC. DATED AS OF JULY 19, 2021Business Combination Agreement • July 20th, 2021 • Capstar Special Purpose Acquisition Corp. • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of July 19, 2021, is made by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (“Capstar”), CPSR Gelesis Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and Gelesis, Inc., a Delaware corporation (the “Company”). Capstar, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCKWarrant to Purchase Common Stock • May 3rd, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
This Amendment No. 1 (this “Amendment”) is made and entered into as of May 1, 2023, and amends that certain Warrant to Purchase Common Stock dated as of February 21, 2023 (as may be further amended or modified from time to time, the “Warrant”), by and between Gelesis Holdings, Inc., a Delaware corporation (the “Company”) and PureTech Health LLC (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the “Holder”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Warrant.
WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS INC.Warrant Agreement • August 10th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
PATENT SECURITY AGREEMENTPatent Security Agreement • February 23rd, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations
This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 21 day of February, 2023, by and among the Grantors listed on the signature pages hereof (each a “Grantor”, and collectively, jointly and severally, the “Grantors”), and PureTech Health LLC, a Delaware limited liability company (the “Initial Holder”) and as Secured Party for all of the Holders (the “Secured Party”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 13th, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 12, 2023, by and between Gelesis Holdings, Inc., a Delaware corporation (the “Company”) and each of the persons set forth on Schedule Ahereto (each, a “Stockholder”, and collectively the “Stockholders”). The Company and the Stockholders are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
BACKSTOP AGREEMENTBackstop Agreement • January 3rd, 2022 • Capstar Special Purpose Acquisition Corp. • Pharmaceutical preparations • New York
This Backstop Agreement (this “Agreement”) is entered into as of December 30, 2021, by and between Capstar Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), PureTech Health LLC (“PureTech”) and SSD2, LLC (“SSD2” and together with PureTech, the “Purchasers”, and each a “Purchaser”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SECURITY AND PLEDGE AGREEMENT Dated as of February 21, 2023 among Each Grantor From Time to Time Party Hereto and PureTech Health LLC in its Capacity as the Secured Party for the HoldersSecurity and Pledge Agreement • February 23rd, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
This SECURITY AND PLEDGE AGREEMENT is dated as of February 21, 2023, by and among (i) Gelesis Holdings, Inc., a Delaware corporation (the “Company”), Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), Gelesis 2012, Inc., a Delaware corporation, Gelesis, LLC, a Delaware limited liability company, and those additional Persons that hereafter become parties hereto by executing a joinder agreement (the “Grantors,” as more fully set forth in Section 1), and (ii) PureTech Health LLC, a Delaware limited liability company (in its individual capacity, “Initial Holder”), as agent for all of the Holders (the “Secured Party”).
LICENSE, COLLABORATION AND SUPPLY AGREEMENT By and Between GELESIS INC. And CMS Bridging DMCC LICENSE, COLLABORATION AND SUPPLY AGREEMENTLicense, Collaboration and Supply Agreement • October 5th, 2021 • Capstar Special Purpose Acquisition Corp. • Pharmaceutical preparations • New York
This License, Collaboration and SUPPLY Agreement (the “Agreement”) is entered into as of June 18, 2020 (the “Effective Date”) by and between Gelesis Inc., a company organized and existing under the laws of the State of Delaware, having its principal offices at 501 Boylston Street, Suite 6102, Boston, MA 02116, USA (“Licensor”) and CMS Bridging DMCC, a company incorporated under the laws of the UAE (Registration No.: DMCC177608) having its registered office at Unit No: 205B, JBC1, Plot No: JLT-PH1-G2A, Jumeirah Lakes Towers, Dubai, UAE (“Licensee”). Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • June 13th, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
This AMENDMENT NO. 2 (this “Amendment”) is made and entered into as of June 12, 2023 (the “Fourth Closing Date”), and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023, the “Existing Agreement”, and as may be further amended or modified from time to time, the “Agreement”), by and among Gelesis Holdings, Inc.a Delaware corporation (the “Company”), Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), Gelesis 2012, Inc., a Delaware corporation (“Gelesis 2012”), and Gelesis, LLC, a Delaware limited liability company (together with Gelesis 2012, any other grantors party to the Security Agreement from time to time, the Company and the Co-Issuer, the “Note Parties”), and PureTech Health LLC (the “Initial Investor”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.
Amendment to SPONSOR LETTER AGREEMENTSponsor Letter Agreement • November 9th, 2021 • Capstar Special Purpose Acquisition Corp. • Pharmaceutical preparations
This Amendment to the Sponsor Letter Agreement (this “Amendment”) is entered into as of November 8, 2021 (the “Amendment Effective Date”), by and among Capstar Sponsor Group LLC, a Delaware limited liability company (the “Sponsor”), Capstar Special Purpose Acquisition Corp., a Delaware corporation (“Capstar”), the other holders of Capstar Class B Common Stock set forth on Schedule I hereto (the “Other Class B Holders,” and, together with the Sponsor, collectively, the “Class B Holders”) and Gelesis, Inc., a Delaware corporation (the “Company”).
ContractConvertible Senior Secured Promissory Note • February 23rd, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS, INC.Warrant to Purchase Common Stock • August 10th, 2022 • Gelesis Holdings, Inc. • Pharmaceutical preparations • Delaware
This Amended and Restated Warrant to Purchase Common Stock (this “Warrant”) is made as of August [__], 2022 by and between [HOLDER] (“Holder”), and Gelesis Holdings, Inc., a Delaware corporation (“Company”).
