AMENDMENT NO. 4 TO NOTE AND WARRANT PURCHASE AGREEMENT
AMENDMENT NO. 4 TO
NOTE AND WARRANT PURCHASE AGREEMENT
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 “Initial Investor”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Initial Investor owns $5.0 million principal amount of the Initial Note and $5.35 million principal amount of Additional Notes, which are all of the Notes that have been issued pursuant to the Agreement prior to this Amendment No. 4;
WHEREAS, the Company desires to increase the aggregate principal amount of Additional Notes issuable pursuant to the Agreement to $6.85 million and to sell and issue to the Initial Investor, and the Initial Investor desires to purchase from the Company, an additional $1.5 million aggregate principal amount of the Additional Notes, and the Company and Initial Investor desire to amend the Agreement to permit such increase, issuance and sale; and
WHEREAS, as the date hereof, the Initial Investor holds all Notes heretofore issued and outstanding pursuant to the Agreement and may, pursuant to Section 14.8 of the Agreement, consent to (i) amend the Agreement to increase the aggregate principal amount of Additional Notes Amount by $1.5 million, and (ii) permit the issuance and sale of $1.5 million aggregate principal amount of the Additional Notes subject to the terms and conditions set forth herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
(a) The following paragraph is hereby inserted as Section 1(g) of the Agreement immediately after Section 1(f), and Section 1(g) through 1(ddd) are hereby renumbered as Sections 1(h) through 1(eee):
“(g) “Amendment No. 3” shall mean that certain Amendment No. 3 to Note and Warrant Purchase Agreement, dated as of June 28, 2023, by and among the Initial Investor and the Note Parties party thereto.”
(b) Section 1(k) of the Agreement is hereby amended and restated in its entirety as follows:
“(k) “Closing” shall mean the First Closing, the Second Closing, the Third Closing, the Fourth Closing, the Fifth Closing or any Subsequent Closing.”
(c) Section 1(hh) of the Agreement is hereby amended and restated in its entirety as follows:
“(hh) “Maturity Date” shall mean March 31, 2024.”
(d) Section 1(kk) of the Agreement is hereby amended and restated in its entirety as follows:
“(kk) “Note Documents” shall mean this Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, the Notes, the Limited Waiver, the Warrants, the Security Agreement and each other Collateral Document.”
(e) Section 1(ll) of the Agreement is hereby amended and restated in its entirety as follows:
“(ll) “Notes” shall mean all Convertible Senior Secured Notes due March 31, 2024 issued to the Investors pursuant to Section 2.1 through Section 2.3 below, the form of which is attached hereto as Exhibit C, including the Initial Notes, the Additional Notes and the Other Investor Notes considered as a single series.”
(f) Section 2.2 of the Agreement is hereby amended and restated in its entirety as follows:
“(a) The aggregate principal amount of additional Notes (the “Additional Notes”) issuable to the Initial Investor pursuant to this Agreement is $6.85 million (the “Aggregate Principal Amount of Additional Notes”).
(b) In return for Consideration in the amount of $2.0 million paid by the Initial Investor, the Company sold and issued to the Initial Investor, and the Initial Investor purchased Additional Notes in the aggregate principal amount of $2.0 million (the “First Issuance of Additional Notes”) on the Second Closing Date (as defined below).
(c) In return for Consideration in the amount of $350,000 paid by the Initial Investor, the Company sold and issued to the Initial Investor, and the Initial Investor purchased Additional Notes in the aggregate principal amount of $350,000 million on the Third Closing Date (as defined below).
(d) In return for Consideration in the amount of $3.0 million paid by the Initial Investor, the Company sold and issued to the Initial Investor, and the Initial Investor purchased Additional Notes in the aggregate principal amount of $3.0 million on the Fourth Closing Date (as defined below).
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(e) In return for Consideration in the amount of $1.5 million paid by the Initial Investor, the Company shall sell and issue to the Initial Investor, and the Initial Investor shall purchase Additional Notes in aggregate principal amount of $1.5 million on the Fifth Closing Date (as defined below), which shall be the final borrowing of Additional Notes.”
(g) Section 2.4 of the Agreement is hereby amended and restated in its entirety as follows:
“2.4 Several Obligations; Maximum Principal Amount. The obligations of the Initial Investors and any other investor to purchase Notes are several and not joint. The aggregate principal amount for all Notes issued hereunder shall not exceed of the sum of (i) $5,000,000 aggregate principal amount of Initial Notes sold pursuant to Section 2.1 on the First Closing Date in accordance with Section 4.1 below, (ii) $6,850,000 aggregate principal amount of Additional Notes sold to the Initial Investor pursuant to Section 2.2 on the Additional Closing Dates (as defined below) in accordance with Section 4.2 below, (iii) (A) up to $40,000,000 aggregate principal amount of Other Investor Notes to be offered and sold to Other Investors pursuant to Section 2.3(a) and (B) up to such aggregate principal amount of Other Investor Notes to be offered and sold to the Initial Investor pursuant to Section 2.3(b), at one or more Subsequent Closings (as defined below) in accordance with Section 4.3.”
(h) The first sentence of Section 3.1 of the Agreement is hereby amended and restated in its entirety as follows:
“Upon an Investor’s purchase of Notes, and in return for the Company’s receipt of the Consideration for such Notes, at the Closing for such purchase, the Company shall deliver to such Investor a Warrant to purchase Common Stock in the applicable Warrant Coverage Amount for each Note; provided that no Warrants shall be issued or delivered to the Initial Investor in connection with Additional Notes purchased by the Initial Investor at the Fourth Closing (as defined below) or at the Fifth Closing (as defined below).”
(i) Section 4.2 of the Agreement is hereby amended and restated in its entirety as follows:
“4.2 Additional Closings. The Closing of the First Issuance of Additional Notes in aggregate principal amount of $2.0 million (the “Second Closing”) occurred on May 1, 2023 (the “Second Closing Date”). The closing of the issuance of $350,000 aggregate principal amount of Additional Notes (the “Third Closing”) occurred on May 26, 2023 (the “Third Closing Date”). The closing of the issuance of $3.0 million aggregate principal amount of Additional Notes (the “Fourth Closing”) occurred on June 12, 2023 (the “Fourth Closing Date”). The closing of the issuance of $1.5 million aggregate principal amount of Additional Notes (the “Fifth Closing” and together with the Second Closing, the Third Closing and the Fourth Closing, the “Additional Closings” and each an “Additional Closing”) shall take place on September 20, 2023 (the “Fifth
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Closing Date” and together with the Second Closing Date, the Third Closing Date and the Fourth Closing Date, the “Additional Closing Dates” and each an “Additional Closing Date”) in return for the Consideration therefor paid by the Initial Investor. The Fifth Closing shall take place at such location as shall be mutually agreed upon orally or in writing by the Company and the Initial Investor.”
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IN WITNESS WHEREOF, the parties have executed this Amendment No. 4 as of the date first written above.
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
GELESIS, INC.:
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
GELESIS 2012, INC.:
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
GELESIS, LLC:
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Chief Executive Officer
[Signature Page to Amendment No. 4 to Note and Warrant Purchase Agreement]
PURETECH HEALTH LLC:
By:/s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
Address for Notices:
PureTech Health LLC
0 Xxxx Xxxxxx, Xxxxx 000
Boston, MA 02210
Attention: Legal Department
[Signature Page to Amendment No. 4 to Note and Warrant Purchase Agreement]
Schedule I
Schedule of Investors
Investor |
Total Consideration |
Principal Balance of Convertible Senior Secured Notes Purchased |
PureTech Health LLC |
$5,000,000 |
$5,000,000 |
PureTech Health LLC |
$2,000,000 |
$2,000,000 |
PureTech Health LLC |
$350,000 |
$350,000 |
PureTech Health LLC |
$3,000,000 |
$3,000,000 |
PureTech Health LLC |
$1,500,000 |
$1,500,000 |
Other Investors |
Total Consideration |
Principal Balance of Convertible Senior Secured Notes Purchased |
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