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”).
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”.
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.
