ContractGelesis Holdings, Inc. • May 31st, 2023 • 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.
LIMITED WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 31st, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations • New York
This Limited Waiver Agreement to Note and Warrant Purchase Agreement (this “Waiver”) is made and entered into as of May 26, 2023 (the “Effective Date”), 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 that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023, by and among the Note Parties and the Initial Investor, as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023 (as may be further amended or modified from time to time, th
