ContractWarrant Agreement • February 23rd, 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.
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
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”).
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”).
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.
TRADEMARK SECURITY AGREEMENTTrademark Security Agreement • February 23rd, 2023 • Gelesis Holdings, Inc. • Pharmaceutical preparations
This TRADEMARK SECURITY AGREEMENT (this “Trademark 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”).
