Limited Waiver to Note and Warrant Purchase Agreement, dated May 26, 2023, by and among Gelesis Holdings, Inc., Gelesis, Inc., Gelesis 2012, Inc., Gelesis LLC and PureTech Health LLC

Exhibit 10.1

LIMITED WAIVER TO
NOTE AND WARRANT PURCHASE AGREEMENT

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, the “Agreement”).

WHEREAS, the Initial Investor owns $7.0 million principal amount of the Notes, which are all of the Notes that have been issued pursuant to the Agreement prior to this Waiver;

WHEREAS, pursuant to Section 2.2(c) of the Agreement, upon the mutual agreement of the Initial Investor and the Company, 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, in one or more closings, and the Initial Investor shall purchase from the Company Additional Notes in an aggregate principal amount of up to $3.0 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, pursuant to Section 14.8 of the Agreement, subject to certain limitations, 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;

WHEREAS, the Initial Investor holds at least a majority of the principal amount of 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, $350,000 aggregate principal amount of the Additional Notes (the “Third Notes Issuance”), and the Initial Investor desires to waive the Additional Notes Purchase Conditions with respect to such issuance, but not with respect to future issuances.

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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IN WITNESS WHEREOF, the parties have executed this Waiver 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 Limited Waiver to Note and Warrant Purchase Agreement]

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 Limited Waiver to Note and Warrant Purchase Agreement]

Schedule I

Schedule of Investors

A-1