EX-10.1

AMENDMENT NO. 1 TO
NOTE AND WARRANT PURCHASE AGREEMENT

This AMENDMENT NO. 1 (this “Amendment”) is made and entered into as of May 1, 2023, and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (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 Notes, which are all of the Notes that have been issued pursuant to the Agreement prior to this Amendment;

WHEREAS, pursuant to Section 2.2 of the Agreement, at the Company’s option at any time after the Additional Notes Purchase Conditions are first satisfied (unless otherwise waived by the Initial Investor), in return for Consideration in the amount of up to $5.0 million paid by the Initial Investor, the Company shall sell and issue to the Initial Investor, and the Initial Investor shall purchase from the Company Additional Notes in an aggregate principal amount of up to $5.0 million;

WHEREAS, pursuant to Section 7 of the Agreement, the obligations of each purchaser to purchase Notes at any Closing are subject to the fulfillment, on or before such Closing, of certain conditions (unless such conditions are otherwise waived);

WHEREAS, the shares of Common Stock of the Company have been delisted from the New York Stock Exchange and the requirement to obtain Stockholder Approval set forth in Section 10.2(b) of the Agreement is therefore no longer applicable as a covenant or agreement of the Company under the Agreement, or as condition to the performance by any party of the Agreement;

WHEREAS, pursuant to Section 14.8 of the Agreement, subject to certain limitations, the Agreement may be amended and the observance of any term of the Agreement may be waived with the written consent of the Company and the holders of a majority in principal amount of the Notes outstanding; and

WHEREAS, the Company desires to sell and issue to the Initial Investor, and the Initial Investor desires to purchase from the Company, $2.0 million aggregate principal amount of the Additional Notes, and the Initial Investor desires to waive the Additional Notes Purchase Conditions with respect to such issuance, but not with respect to future issuances, and the Initial Investor desires to amend the Additional Notes Purchase Conditions as 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:

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(a) Section 1(a) of the Agreement is hereby amended and restated in its entirety as follows:

“Additional Notes Purchase Conditions” shall mean all of the following: (i) the Company and the Initial Investor, in its sole discretion, shall have agreed upon a satisfactory Operating Plan for the Company; (ii) the Company shall have successfully completed and submitted to the FDA a usability study with respect to the reclassification of the Company’s product Plenity from prescription to over-the-counter status by the FDA; (iv) the signing of a definitive agreement with the Initial Investor for the acquisition of all of the outstanding shares and equity and equity-based instruments of the Company by the Initial Investor; and (v) other commercially reasonable customary conditions, such as the bring-down of representations and warranties and the delivery of officers’ certificates with respect to customary matters, that are consistent with the Term Sheet.

(b) Section 1(g) of the Agreement is hereby amended and restated in its entirety as follows:

“Closing” shall mean the Initial Closing, the Second Closing or any Additional or Subsequent Closing.

(c) Section 1(m) of the Agreement is hereby amended and restated in its entirety as follows:

“Company Conversion Conditions” shall mean (i) the consummation of a Qualified Financing, (ii) the average of the Last Reported Sale Price for the immediately preceding five Scheduled Trading Days being greater than or equal to 300% of the Conversion Price and (iii) the registration statement registering for resale Conversion Shares pursuant to Section 12 below shall have been declared effective by the Securities Exchange Commission.

(d) Section 1(o) of the Agreement is hereby amended and restated in its entirety as follows:

“Conversion Price” shall mean, (i) with respect to each Initial Note, $0.2744, (ii) with respect to each Additional Note issued in the First Issuance of Additional Notes, $0.0182 and (iii) with respect to each Additional Note issued after the First Issuance of Additional Notes average of the Last Reported Sale Price for the five Scheduled Trading Days immediately preceding the issuance of such Note, as adjusted from time to time in accordance with Section 11.

(e) Section 1(rr) of the Agreement is hereby amended and restated in its entirety as follows:

“[Reserved.]”

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(f) Section 2.2 of the Agreement is hereby amended and restated in its entirety as follows:

“2.2 Issuance of Additional Investor Notes.

(a) Upon the satisfaction of the conditions set forth below, the Company shall sell and issue to the Initial Investor, and the Initial Investor shall purchase from the Company additional Notes (the “Additional Notes”) in an aggregate principal amount of up to $5.0 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 shall sell and issue to the Initial Investor, and the Initial Investor shall purchase Additional Notes in aggregate principal amount of $2.0 million (the “First Issuance of Additional Notes”) on the Second Closing Date (as defined below), which shall reduce the Aggregate Principal Amount of Additional Notes available for future borrowings by such amount.

(c) Upon mutual agreement of the Company and Initial Investor, at any time after the Additional Notes Purchase Conditions are first satisfied (unless otherwise waived by the Initial Investor), in return for Consideration in the amount of up to $3.0 million paid by the Initial Investor, the Company shall sell and issue to the Initial Investor, and the Initial Investor shall purchase from the Company Additional Notes in an aggregate principal amount of up to $3.0 million (each such issuance, a “Subsequent Issuance of Additional Notes”), at one or more closings scheduled for the third Trading Day following the date when the Company and the Initial Investor agree that the Initial Investor shall purchase Additional Notes.”

(g) Section 2.5 of the Agreement is hereby amended and restated in its entirety as follows:

“2.5 Maturity. The maturity date of the Notes shall be July 31, 2023, unless the Notes are earlier converted or redeemed; provided that if the Company receives gross proceeds from the sale of Other Investor Notes of at least $10 million prior to July 31, 2023, the maturity date of the Notes shall be March 31, 2024.”

(h) Section 2.10(a) of the Agreement is hereby amended and restated in its entirety as follows:

“(a) Holder Conversion. The outstanding principal amount of each Note shall be convertible at any time, from time to time, at the option of the holder (“Holder Conversion”), into a number of Conversion Shares equal to (x) the outstanding principal amount of such Note plus accrued and unpaid interest divided by (y) the Conversion Price.”

(i) Section 2.18 of the Agreement is hereby amended and restated in its entirety as follows:

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“2.18 Most Favored Investor. (a) If any Note Party incurs any indebtedness or issues debt instruments, including convertible debt securities or equity-linked debt securities, with terms more favorable to the investors than those set forth in the Notes, including Warrant Coverage, (including, without limitation, a valuation cap and/or discount) prior to conversion, redemption or repayment of the initial Notes and the Additional Notes, the Company shall promptly provide the Initial Investor with written notice thereof, together with a copy of such subsequent security and a description of the terms of such indebtedness or securities (the “MFI Notice”). In the event the Initial Investor determines that the terms of such subsequent security or indebtedness are preferable to the terms of Initial Notes or the Additional Notes or the Warrants (including Warrant Coverage), the Initial Investor shall notify the Company in writing within fifteen (15) days of the receipt of the MFI Notice to the extent the Initial Investor elects to receive the benefit of any such provisions. Promptly after receipt of such written notice from the Initial Investor, the Company agrees to amend the Notes, the Additional Notes and/or the Warrants and/or issue additional Warrants (as contemplated by the definition of “Warrant Coverage”), as applicable, to include the terms set forth in the MFI Notice. For the avoidance of doubt, this Section 2.18 shall not apply with respect to the issuance of warrants on a standalone basis or other than in connection with debt financings by the Company while any Notes are outstanding, and in particular will not include a repricing of the exercise price of the Warrants based on the exercise price of newly issued warrants in such a financing.

(b) If, in connection with any Subsequent Issuances of Additional Notes, the parties agree to terms for such Additional Notes that are more favorable to the Initial Investor than the terms of the Initial Notes or the First Issuance of Additional Notes, then such terms shall apply to all Notes issued under this Agreement.”

(j) Section 3.1 of the Agreement is hereby amended as follows: “Second Closing Date” in subsection (ii) thereof is hereby replaced with “Additional Closing Date”.

(k) Section 3.3 of the Agreement is hereby amended and restated in its entirety as follows:

“3.3 [Reserved.]”

(l) Section 4.2 of the Agreement is hereby amended and restated in its entirety as follows:

“4.2 Additional Closings. The Closing of the purchase of the First Issuance of Additional Notes (the “Second Closing”) shall take place on May 1, 2023 (the “Second Closing Date”). The Closing or Closings of the purchase of any Additional Notes (each an “ Additional Closing”) in return for the Consideration therefor paid by the Initial Investor shall take on such date or dates (each an “Additional Closing Date”) and at such location as shall be mutually agreed upon orally or in writing by the Company and the Initial Investor. At each

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Additional Closing, the Investor shall deliver such Consideration for the Additional Notes to the Company has elected to sell to the Initial Investor at such Closing and the Company shall deliver to the Initial Investor the Additional Notes in return for such Consideration.”

(m) Section 5.2 of the Agreement is hereby amended and restated in its entirety as follows:

“5.2 Authorization. Except for the issuance of the shares of Common Stock issuable in connection with future Qualified Financings, all corporate action has been taken on the part of the Note Parties and their respective officers, directors and stockholders necessary for the authorization, execution and delivery of each of the Note Documents and the sale, issuance and delivery of the Warrants Shares and the Conversion Shares. The Note Parties have taken all corporate action required to make all of the obligations of the Company reflected in the provisions of the Note Documents, the valid and enforceable obligations they purport to be, except as the enforcement thereof may be limited by (i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’ rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies (collectively, the “Bankruptcy Exceptions”).”

(n) Section 5.5(b) of the Agreement is hereby amended and restated in its entirety as follows:

“(b) The Conversion Shares and the Warrant Shares have been duly authorized and, when issued in compliance with the provisions of this Agreement, and the terms of Notes or Warrants, as applicable, will be validly issued, fully paid and nonassessable and, based in part upon the representations and warranties of the holders of Notes in this Agreement, will be issued in compliance with all applicable federal and state securities laws.”

(o) Section 7.4 of the Agreement is hereby amended and restated in its entirety as follows:

“7.4 Qualifications. All authorizations, approvals or permits, if any, of any Governmental Authority that are required in connection with the lawful issuance and sale of the Notes pursuant to this Agreement shall be obtained and effective as of such Closing.”

(p) Section 8.4 of the Agreement is hereby amended and restated in its entirety as follows:

“8.4 Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Securities pursuant to this Agreement shall be obtained and effective as of such Closing.”

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(q) Section 10.2(b) of the Agreement is hereby amended and restated in its entirety as follows:

“(b) [Reserved.]”

(q) Section 14.1 of the Agreement is hereby amended and restated in its entirety as follows:

“14.1 Successors and Assigns. The Initial Investor may assign all of its rights and obligations under the Note Documents to an Affiliate without the consent of the Company. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided, however, that the Company may not assign its obligations under this Agreement without the written consent (i) of the Initial Investor and (ii) the Investor may not assign its rights or obligations under this Agreement without the prior written consent of the Company (other than to an Affiliate) and any transfer or assignment in violation of this section shall be void ab initio. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.”

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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

GELESIS HOLDINGS, INC.:

By: /s/Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

GELESIS, INC.:

By: /s/Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

GELESIS 2012, INC.:

By: /s/Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

GELESIS, LLC:

By: /s/Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Note and Warrant Purchase Agreement]

ACTIVE/121157758.10

PURETECH HEALTH LLC:

By:/s/ Bharatt Chowrira
Name: Bharatt Chowrira
Title: President

Address for Notices:

PureTech Health LLC

6 Tide Street, Suite 400

Boston, MA 02210

Attention: Legal Department

[Signature Page to Amendment No. 1 to Note and Warrant Purchase Agreement]

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EX-10.2

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.

CONVERTIBLE SENIOR SECURED PROMISSORY NOTE

Note No. 2 May 1, 2023

$2,000,000

FOR VALUE RECEIVED, Gelesis Holdings, Inc. a Delaware corporation (the “Company”) and Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), hereby promises to pay to the order of PureTech Health LLC as nominee (the “Holder”), the principal sum of TWO MILLION DOLLARS ($2,000,000) (or so much thereof as shall not have been converted, redeemed or prepaid), together with interest, which shall accrue at a rate of twelve percent (12%) per annum, compounded annually, on the Maturity Date.

This Note is one of a series of Notes issued pursuant to that certain Note and Warrant Purchase Agreement, dated February 21, 2023 and amended on May 1, 2023, by and among the Company, the Co-Issuer, the Guarantors, and the Investors named therein (as may be further amended or modified from time to time, the “Purchase Agreement”). Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement.

1. Payments. All payments shall be made in lawful money of the United States of America, at the principal office of the Company, via wire transfer of immediately available funds to the Holder, or at such other place as the holder hereof may from time to time designate in writing to the Company. Prepayment of principal, together with accrued interest, may not be made without the Holder’s consent. The Company hereby waives demand, notice, presentment, protest and notice of dishonor.

2. Guarantee. This Note is guaranteed by the Guarantors to the extent provided in Section 13 of the Purchase Agreement. Reference is hereby made to Section 13 of the Purchase Agreement for a description of the nature and extent of such guaranty of this Note and the rights with respect to such guaranty of the Holder.

3. Security. This Note is secured under that certain Security Agreement (the “Security Agreement”) between the Company and Holder, dated as of February 21, 2023, attached hereto as Exhibit A. Reference is hereby made to the Security Agreement for a description of the nature and extent of the security for this Note and the rights with respect to such security of the Holder.

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4. Priority. This Note shall be senior in all respects (including right of payment) to all other Indebtedness of the Company, now existing or hereafter.

5. Conversion of Note. This Note and any amounts due hereunder shall be convertible into Conversion Shares in accordance with Sections 2.10 and 2.11 of the Purchase Agreement.

6. Optional Redemption. The Notes shall be redeemable at the Company’s option in accordance Section 2.15 of the Purchase Agreement. No sinking fund is provided for the Notes.

7. Amendments and Waivers; Resolutions of Dispute; Notice. This Note may be amended and the observance of any term of this this Note may be waived pursuant to Section 14.8 of the Purchase Agreement.

8. Successors and Assigns. This Note applies to, inures to the benefit of, and binds the successors and assigns of the parties hereto; provided, however, that the Company may not assign its obligations under this Note without the written consent of the Holder.

9. Officers and Directors not Liable. In no event shall any officer or director of the Company be liable for any amounts due and payable pursuant to this Note.

10. Governing Law. This Note and any controversy arising out of or relating to this Note shall be governed by, and construed in accordance with, the Uniform Commercial Code of the State of Delaware as to matters within the scope thereof, and as to all other matters (including contract law, tort law and matters of fraud) shall be governed by, and construed in accordance with, the laws of the State of New York (without giving effect to any conflicts or choice of laws provisions thereof that would cause the application of the domestic substantive laws of any other jurisdiction).

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IN WITNESS WHEREOF, Company has caused this Note to be duly executed as of date first set forth above.

COMPANY

GELESIS HOLDINGS, INC.

By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

CO-ISSUER

GELESIS, INC.

By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

GUARANTOR

GELESIS 2012, INC.

By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

GUARANTOR

GELESIS, LLC

By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

[Signature Page to Convertible Promissory Note]

ACKNOWLEDGED, ACCEPTED
AND AGREED:

HOLDER:

PURETECH HEALTH LLC

By: /s/ Bharatt Chowrira
Name: Bharatt Chowrira
Title: President

[Signature Page to Convertible Promissory Note]

EXHIBIT A TO PROMISSORY NOTE

HOLDER CONVERSION NOTICE

Gelesis Holdings, Inc.
Gelesis, Inc.
Secured Senior Convertible Promissory Note

[_____], 20[__]

Gelesis Holdings, Inc.
Gelesis, Inc.
501 Boylston Street, Suite 6102
Boston, MA 02116
Attention: Elliot Maltz, Chief Financial Officer

The above-captioned Holder hereby gives notice to Gelesis Holdings, Inc., a Delaware corporation (the “Company”), and Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), pursuant to that certain Secured Senior Convertible Promissory Note made by the Company and the Co-Issuer in favor of Holder on May 1, 2023 (the “Note”), that Holder elects to convert the portion of its Note balance set forth below into fully paid and non-assessable shares of Common Stock of Company as of the Conversion Date specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of a conflict between this Holder Conversion Notice and the Note, the Note shall govern, or, in the alternative, at the election of Holder in its sole discretion, Holder may provide a new form of Holder Conversion Notice to conform to the Note. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

A. Conversion Date:

B. Holder Conversion #:

C. Conversion Amount:

D. Conversion Price:

E. Conversion Shares: ___________________________ (per $1,000 principal amount of Notes; fractional shares will be paid in cash.

F. Remaining Outstanding Balance of Note (after this Conversion):

Please transfer the Conversion Shares electronically (via DWAC) to the account set forth on the Holder’s signature page to the Purchase Agreement:

To the extent the Conversion Shares are not able to be delivered to Holder electronically via the DWAC system, deliver all such certificated shares to Holder via reputable overnight courier after receipt of this Holder Conversion Notice (by facsimile transmission or otherwise) shall be made to the mailing address set forth on the Holder’s signature page to the Purchase Agreement.

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Sincerely,

Holder: [Insert Name of Holder]

By:
Name:
Title:

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EXHIBIT B TO PROMISSORY NOTE

COMPANY CONVERSION NOTICE

Gelesis Holdings, Inc.
Gelesis, Inc.
Secured Senior Convertible Promissory Note

[_____], 20[__]

Gelesis Holdings, Inc. (the “Company”) and Gelesis, Inc. (the “Co-Issuer”) hereby give notice to you pursuant to that certain Secured Senior Convertible Promissory Note made by the Company and the Co-Issuer in favor of you, as a Holder, on May 1, 2023 (the “Note”), that all outstanding Notes are called for conversion into fully paid and non-assessable shares of Common Stock of Company as of the Company Conversion Date specified below. Said conversion shall be based on the Conversion Price set forth below. In the event of a conflict between this Company Conversion Notice and the Note, the Note shall govern. The Company and the Co-Issuer hereby confirms that the Notes are eligible for Company Conversion because each of the Company Conversion Conditions has occurred. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

A. Conversion Date:

B. Holder Conversion #:

C. Conversion Amount:

D. Conversion Price:

E. Conversion Shares: ___________________________ (per $1,000 principal amount of Notes; fractional shares will be paid in cash.

Conversion Shares will be delivered to you electronically (via DWAC) to the account set forth on your signature page to the Purchase Agreement:

To the extent the Conversion Shares are not able to be delivered to you electronically via the DWAC system, we will deliver certificated shares to you via reputable overnight courier to the mailing address set forth on your signature page to the Purchase Agreement.

Sincerely,

Gelesis Holdings, Inc.

B-1

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By:
Name:
Title:

Gelesis, Inc.

By:
Name:
Title:

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EXHIBIT C TO PROMISSORY NOTE

OPTIONAL REDEMPTION NOTICE

Gelesis Holdings, Inc.
Gelesis, Inc.
Secured Senior Convertible Promissory Note

[_____], 20[__]

Gelesis Holdings, Inc. (the “Company”) and Gelesis, Inc. (the “Co-Issuer”) hereby give notice to you pursuant to that certain Secured Senior Convertible Promissory Note made by the Company and the Co-Issuer in favor of you, as a Holder, on May 1, 2023 (the “Note”), that all your outstanding Notes are called for redemption on the Redemption Date specified below. Said redemption shall be based on the Redemption Price set forth below. In the event of a conflict between this Holder Conversion Notice and the Note, the Note shall govern. The Company and the Co-Issuer hereby confirms that the Notes are eligible for Company Conversion because each of the Company Conversion Conditions has occurred. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.

A. Redemption Date:

B. Holder Redemption #:

C. Principal Amount Redeemed of Note:

D. Redemption Price:

E. Remaining Outstanding Balance of Note (after this Redemption):

The Redemption Price payable to you will be delivered to you via wire transfer of immediately available funds via the wire instructions you provided in your signature page to the Purchase Agreement:

Sincerely,

Gelesis Holdings, Inc.

By:
Name:
Title:

Gelesis, Inc.

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By:
Name:
Title:

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EX-10.3

AMENDMENT NO. 1 TO
WARRANT TO PURCHASE COMMON STOCK

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.

WHEREAS, the Warrant was issued by the Company to the Holder pursuant to that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023, by and among the Company and the investor party thereto (the “Purchase Agreement”).

WHEREAS, the parties to the Purchase Agreement desire to enter into certain Amendment No. 1 to the Purchase Agreement, dated on or about the date hereof, and the Company and the Holder desire to amend the Warrant to reflect such Amendment No. 1 to the Purchase Agreement.

WHEREAS, pursuant to Section 5.15 of the Warrant, any term of the Warrant may be amended with the written consent of the Company and the Holder.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

(a) the first paragraph of the Warrant is amended and restated in its entirety as follows:

“Gelesis Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received and pursuant to the Note and Warrant Purchase Agreement, dated as of February 21, 2023, by and among the Company and the Investors named therein (the “Purchase Agreement”), PureTech Health LLC (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the “Holder”), is entitled, subject to the terms and conditions set forth in this warrant (this “Warrant”), to purchase from the Company, at any time or times on or after May 1, 2023, but not after 5:00 P.M., New York City time on May 1, 2028 (the “Expiration Date”), 23,688,047 duly authorized, validly issued, fully paid, nonassessable shares of Common Stock (as defined below), which shall be adjusted or readjusted from time to time as provided in this Warrant (as adjusted, the “Warrant Shares”), at a purchase price per share equal to $0.2744, which shall be adjusted from time to time as provided in this Warrant (as adjusted, the “Warrant Price”).”

(b) Section 1.1(a) of the Warrant is hereby amended as follows: the words “on or after the Stockholder Approval Date and” are hereby deleted.

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(c) Section 1.1(b) of the Warrant is hereby amended as follows: the words “on or after the Stockholder Approval Date and” are hereby deleted.

(d) Section 5.16(g) of the Warrant is hereby amended and restated in its entirety as follows:

“(g) [Reserved.]”

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IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized as of the date first written above.

GELESIS HOLDINGS, INC.

By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Warrant]

AGREED AND ACKNOWLEDGED:

PURETECH HEALTH LLC

By: /s/ Bharatt Chowrira
Name: Bharatt Chowrira
Title: President

[Signature Page to Amendment No. 1 to Warrant]

EX-10.4

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.

WARRANT TO PURCHASE COMMON STOCK

OF

GELESIS HOLDINGS, INC.

Warrant No. 2 May 1, 2023

Gelesis Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received and pursuant to the Note and Warrant Purchase Agreement, dated as of February 21, 2023 and amended as of May 1, 2023, by and among the Company and the Investors named therein (as amended, the “Purchase Agreement”), PureTech Health LLC (together with its successors and assigns and any transferee of this Warrant, and its successors and assigns, the “Holder”), is entitled, subject to the terms and conditions set forth in this warrant (this “Warrant”), to purchase from the Company, at any time or times on or after the date hereof, but not after 5:00 P.M., New York City time on May 1, 2028 (the “Expiration Date”), 192,307,692 duly authorized, validly issued, fully paid, nonassessable shares of Common Stock (as defined below), which shall be adjusted or readjusted from time to time as provided in this Warrant (as adjusted, the “Warrant Shares”), at a purchase price per share equal to $0.0182, which shall be adjusted from time to time as provided in this Warrant (as adjusted, the “Warrant Price”).

This Warrant is one of the warrants to purchase Common Stock (collectively, the “Warrants,” such term to include any warrants issued in substitution therefor) issued pursuant to the Purchase Agreement, and the holders of the Warrants shall be collectively referred to herein as the “Holders.” The Warrants evidence rights to purchase an aggregate of 192,307,692 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), subject to adjustment as provided herein and therein. All capitalized terms used herein and not otherwise defined herein, either within the text in which it first appears or in Section 5.17, shall have the meanings set forth in the Purchase Agreement.

Section 1. Exercise of Warrant

1.1. Manner of Exercise; Net Exercise.

(a) Exercise

The Holder may exercise this Warrant, in whole or in part (except as to a fractional share), at any time and from time to time during normal business hours on any Business Day on or after the date hereof and on or prior to the Expiration Date, by (i) delivering to the Company a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), duly executed by the Holder, specifying the number of Warrant Shares as to which the Warrant is being exercised, (ii) surrendering this Warrant to the Company, properly endorsed by the Holder (or if this Warrant has been destroyed, stolen or has otherwise been misplaced, by delivering to the Company an affidavit of loss duly executed by the Holder), and (iii) by tendering payment for the shares of Common Stock designated by the Exercise Notice in lawful money of the United States in the form of cash, bank or certified check made payable to the order of the Company, or by wire transfer of immediately available funds, or by the cancellation of Indebtedness of the Company owed to the Holder, or in any combination thereof, of an amount equal to the product of (A) the Warrant Price and (B) the number of Warrant Shares as to which this Warrant is being exercised.

(b) Net Exercise

The Holder may, in lieu of exercising or converting this Warrant pursuant to the terms of Section 1.1(a), elect to net exercise this Warrant, in whole or in part (except as to a fractional share), at any time and from time to time during normal business hours on any Business Day on or after the date hereof and on or prior to the Expiration Date by (i) delivering to the Company a written notice, in the form attached hereto as Exhibit B (the “Net Exercise Notice”), duly executed by the Holder, specifying the number of Warrant Shares for which the Warrant is being net exercised, and (ii) surrendering this Warrant to the Company, properly endorsed by the Holder (or if this Warrant has been destroyed, stolen or has otherwise been misplaced, by delivering to the Company an affidavit of loss duly executed by the Holder), and the Holder shall thereupon been entitled to receive the number of Warrant Shares equal to the product of (i) the number of Warrant Shares issuable upon exercise of this Warrant (or, if only a portion of this Warrant is being exercised, issuable upon the exercise of such portion) for cash, determined as provided in Section 2, and (ii) a fraction, the numerator of which is the Fair Market Value per share of Common Stock at the time of such exercise minus the Warrant Price in effect at the time of such exercise, and the denominator of which is the Fair Market Value per share of Common Stock at the time of such exercise, such number of shares so issuable upon such net exercise to be rounded up or down to the nearest whole number of shares of Common Stock.

(c) The “net exercise” of this Warrant pursuant to Section 1.1(b) is intended to qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended.

(d) For all purposes of this Warrant (other than this Section 1.1), any reference herein to the “exercise” of this Warrant shall be deemed to include a reference to the net exercise of this Warrant into Common Stock in accordance with the terms of Section 1.1(b), and any reference to an “Exercise Notice” shall be deemed to include a reference to a Net Exercise in accordance with the terms of Section 1.1(b).

1.2. When Exercise Effective

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Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Business Day on which this Warrant shall be deemed to have been surrendered to the Company as provided in Section 1.1, and at such time the Person or Persons in whose name or names any certificate or certificates for shares of Common Stock shall be issuable upon such exercise as provided in Section 1.3 shall be deemed to have become the Holder or Holders of record thereof.

1.3. Delivery of Stock Certificates Upon Exercise

As soon as practicable after exercise of this Warrant in accordance with this Section 1, but in no event later than five (5) Business Days after such exercise, the Company shall at its expense cause to be issued in the name of and delivered to the Holder or, subject to Section 5 of this Warrant, as the Holder may direct: (a) a certificate or certificates for the number of Warrant Shares, determined as provided in Section 2 of this Warrant, to which the Holder shall be entitled upon such exercise and, (b) unless this Warrant has expired or has been exercised in full, a new Warrant (or Warrants) substantially in the form of, and on the terms in, this Warrant, for the number of Warrant Shares remaining following such exercise, and shall be subject to adjustment as provided for in this Warrant as of the date hereof.

Section 2. Adjustments to Warrant Price and Warrant Shares

(a) Subdivision or Combination of Common Stock

If the Company shall at any time after the date hereof subdivide its outstanding shares of Common Stock into a greater number of shares (by any stock split, stock dividend or otherwise), then the Warrant Price in effect immediately prior to such subdivision shall be proportionately reduced and the number of Warrant Shares for which the Warrant is then exercisable will be proportionately increased, and, conversely, if the Company shall at any time after the date hereof combine its outstanding shares of Common Stock into a smaller number of shares (by any reverse stock split or otherwise), then the Warrant Price in effect immediately prior to such combination shall be proportionately increased and the number of Warrant Shares for which the Warrant is then exercisable will be proportionately reduced.

(b) Reorganization or Reclassification

If any capital reorganization or reclassification of the capital stock of the Company other than a transaction described in Section 2(d) below shall be effected in such a way that Holders of Common Stock shall be entitled to receive stock, securities or assets with respect to or in exchange for Common Stock, then, as a condition of such reorganization or reclassification, lawful and adequate provisions shall be made whereby the Holder shall thereupon have the right to receive, upon the basis and upon the terms and conditions specified herein and in lieu of the Warrant Shares immediately theretofore receivable upon the exercise of this Warrant in full, as the case may be, such shares of stock, securities or assets as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Common Stock equal to the number of shares of such Common Stock immediately theretofore receivable upon such exercise of this Warrant in full had such reorganization or reclassification not taken place, and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder to the end that the provisions

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hereof (including, without limitation, provisions for adjustments of the Warrant Price) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise of such conversion rights.

(c) Dividends and Distributions.

If the Company at any time or from time to time after the date hereof makes or issues, or fixes a record date for the determination of Holders of capital stock of the Company entitled to receive, a dividend or other distribution payable in:

(i) securities or other property of the Company other than shares of Common Stock, Options or Convertible Securities then the Holder shall receive such dividend or distribution as if the Holders had exercised all of the Warrants in full on the date such record is taken; and

(ii) Common Stock, Options or Convertible Securities, then the Warrant Price in effect immediately prior to such dividend or distribution shall be proportionately reduced and the number of Warrant Shares for which the Warrant is then exercisable will be proportionately increased.

(d) Adjustment for Merger or Consolidation, etc.; Fundamental Change. In the event that the Company shall effect any change of control, merger or consolidation of the Company with or into another corporation (or other legal entity), or any sale of all or substantially all of the assets of the Company to another corporation (or other legal entity) (a “Fundamental Change”), this Warrant shall be exchanged for the kind and amount of shares of stock or other securities or property (including cash, if applicable) to which a Holder of the number of shares of Common Stock of the Company deliverable upon the exercise of this Warrant in full would have been entitled upon such Fundamental Change (and any distribution of assets to stockholders following such Fundamental Change).

(e) Record Date.

If the Company takes a record of the Holders of its Common Stock for the purpose of entitling them (i) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities, or (ii) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issuance or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

Section 3. Covenants of the Company

3.1. The Company covenants and agrees that:

(a) all shares of Common Stock that may be issued upon the exercise of the rights represented by this Warrant shall have been duly authorized, and shall, upon issuance, be validly issued, fully paid and nonassessable;

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(b) during the period within which this Warrant may be exercised, it will at all times have authorized and reserved a sufficient number of shares of Common Stock to provide for the exercise of rights represented by this Warrant;

(c) if any shares of Common Stock reserved or to be reserved to provide for the exercise of this Warrant require registration with or approval of any governmental or self-regulatory authority under any federal or state law or stock exchange rule before such shares may be validly issued, then it shall in good faith and as expeditiously as possible endeavor to secure such registration or approval, as the case may be;

(d) it shall comply with the reporting requirements of Sections 13 and 15(d) of Securities and Exchange Act of 1934, as amended, and will comply with all other public information reporting requirements the Securities and Exchange Commission (including Rule 144 promulgated by the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”)) from time to time in effect and relating to the availability of an exemption from the Securities Act for the sale of any restricted securities; and

(e) it shall not, by amendment to its certificate of incorporation (whether by way of merger, operation of law, or otherwise) or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, agreement or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company and shall at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holders against impairment as if the Holder was a stockholder of the Company entitled to the benefit of fiduciary duties afforded to stockholders under Delaware law. Any successor to the Company shall agree in writing, as a condition to such succession, to carry out and observe the obligations of the Company hereunder with respect to the Warrants.

Section 4. Reserved

Section 5. Miscellaneous

5.1. Notice of Adjustments. In each case of any adjustment or readjustment in the Warrant Price and the Warrant Shares issuable upon exercise of this Warrant, the Company shall promptly thereafter compute such adjustment or readjustment in accordance with the terms of this Warrant and provide written report thereof certified by an officer of the Company to the Holder stating the number of Warrant Shares and the Warrant Price, after giving effect to such adjustment or readjustment, and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

5.2. Notice of Certain Events

In case at any time:

(a) the Company shall pay any dividend upon, or make any distribution in respect of, its stock;

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(b) the Company shall propose to register any of its equity securities under the Securities Act in connection with a public offering;

(c) there shall be a Fundamental Change; or

(d) there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, in any one or more of said cases, the Company shall give notice to Holder of the date on which (i) the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights, or (ii) such public offering, Fundamental Change, dissolution, liquidation or winding up shall take place, as the case may be. Such notice shall be given not less than ten (10) days prior to the record date or the date on which the transfer books of the Company are to be closed in respect thereto in the case of an action specified in clause (i) and at least twenty (20) days prior to the action in question in the case of an action specified in clause (ii).

5.3. Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by electronic mail (with confirmation of transmission) if sent during normal business hours of the recipient, if not so confirmed, then on the next business day if sent after normal business hours of the recipient, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice given in accordance with this Section 5.3):

If to the Company:

Gelesis Holdings, Inc.

501 Boylston Street, Suite 6102

Boston, MA 02116

Attention: Elliot Maltz, Chief Financial Officer

Email: emaltz@gelesis.com

with a copy (which shall not constitute notice) to:

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Attention: Jim Barrett

Ettore Santucci

Email: JBarrett@goodwinlaw.com

Email: ESantucci@goodwinlaw.com

If to the Holder:

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PureTech Health LLC

6 Tide Street, Suite 400

Boston, MA 02210

Attention: Legal Department

5.4. No Change in Warrant Terms on Adjustment

Irrespective of any adjustment in the Warrant Price or the number of shares of Common Stock, this Warrant, whether theretofore or thereafter issued or reissued, may continue to express the same price and number of shares of Common Stock as are stated herein and the Warrant Price and such number of Common Stock shares specified herein shall be deemed to have been so adjusted.

5.5. Issuance and Transfer Taxes

The issuance of certificates for shares of Common Stock upon any exercise of this Warrant shall be made without charge to Holder for any issuance tax in respect thereto; provided, that the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of Holder or upon any transfer of this Warrant.

5.7. Exchange of Warrant

This Warrant is exchangeable at no cost to the Holder upon the surrender hereof by Holder at such office or agency of the Company, for a new warrant of like tenor representing in the aggregate the right to subscribe for and purchase the number of shares that may be subscribed for and purchased hereunder from time to time after giving effect to all the provisions hereof, each of such new warrants to represent the right to subscribe for and purchase such number of shares as shall be designated by said Holder hereof at the time of such surrender.

5.8. Lost, Stolen, Mutilated or Destroyed Warrant

If this Warrant is lost, stolen, mutilated or destroyed, the Company shall at no cost to the Holder, on such terms as to indemnity or otherwise as it may in its discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new warrant of like denomination and tenor as the Warrant so lost, stolen, mutilated or destroyed. Any such new warrant shall constitute an original contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.

5.9. Successors and Assigns

Except as otherwise provided herein, the terms and conditions of this Warrant shall inure to the benefit of and be binding upon the respective successors and assigns of the parties; provided, however, that the parties may not assign their rights or obligations under this Warrant without the written consent of the Company and the Holder. Nothing in this Warrant, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Warrant, except as expressly provided in this Warrant.

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5.10. Governing Law

This Warrant shall be governed by and interpreted and determined in accordance with the laws of the State of Delaware (excluding the laws and rules of law applicable to conflicts or choice of law).

5.11. Titles and Subtitles

The titles and subtitles used in this Warrant are used for convenience only and are not to be considered in construing or interpreting this Warrant.

5.12. Severability

If one or more provisions of this Warrant are held to be unenforceable under applicable law, such provision shall be excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

5.13. Entire Agreement

This Warrant, the Purchase Agreement and the other documents delivered pursuant hereto and thereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

5.14. No Rights or Liabilities as Stockholder.

Except as expressly set forth herein, nothing contained in this Warrant shall be construed as conferring upon Holder any rights as a stockholder of the Company or as imposing any obligation on Holder to purchase any securities or as imposing any liabilities on Holder as a stockholder of the Company, whether such obligation or liabilities are asserted by the Company or creditors of the Company.

5.15. Amendments and Waivers.

Any term of this Warrant may be amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and the Holder.

5.16. Certain Definitions.

The following terms as used in this Warrant shall have the following meanings:

(a) “Board” means the Board of Directors of the Company.

(b) “Business Day” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

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(c) “Convertible Securities” means any stock or security convertible into or exercisable or exchangeable for Common Stock.

(d) “Fair Market Value” means (i) the average closing price of Common Stock for the five (5) trading days ending on the trading day prior to the date on which Net Exercise Notice is sent to the Company pursuant to Section 1.1(b), or (ii) fair market value of a share of Common Stock as determined in good faith by the Board if (i) is not applicable.

(e) “Options” means any warrants or other rights to subscribe for or to purchase, or any options to purchase, shares of Common Stock.

(f) “Person” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

(Signature Page Follows)

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IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized as of the date first written above.

GELESIS HOLDINGS, INC.

By: /s/ Yishai Zohar _______________________

Name: Yishai Zohar

Title: Chief Executive Officer

AGREED AND ACKNOWLEDGED:

PURETECH HEALTH LLC

By: /s/ Bharatt Chowrira ____

Name: Bharatt Chowrira

Title: President

[Signature Page to Warrant]

EXHIBIT A

FORM OF EXERCISE NOTICE

[To be executed only upon exercise of Warrant pursuant to Section 1.1(a)]

To Gelesis Holdings, Inc.

501 Boylston Street, Suite 6102

Boston, MA 02116

The undersigned registered Holder of the within Warrant hereby irrevocably exercises such Warrant for, and purchases thereunder, ____ shares of the Common Stock and herewith makes payment of $__________ therefor, and requests that the certificates for such shares or certificateless shares be issued in the name of, and delivered to _____________________, whose address is_____________________________________.

Dated:

(Signature must conform in all respects to name of Holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

A-1

EXHIBIT B

FORM OF NET EXERCISE NOTICE

[To be executed only upon net exercise of the Warrant pursuant to Section 1.1(b)]

To Gelesis Holdings, Inc.

501 Boylston Street, Suite 6102

Boston, MA 02116

The undersigned registered Holder of the within Warrant hereby irrevocably net exercises such Warrant with respect to _________ shares of the Common Stock pursuant to the net exercise provisions of Section 1.1(b), and requests that the certificates for such shares be issued in the name of, and delivered to _____________________, whose address is _________________________.

Dated:

(Signature must conform in all respects to name

of Holder as specified on the face of Warrant)

(Street Address)

(City) (State) (Zip Code)

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B-