Exhibit 4.4
AMENDED AND RESTATED
WARRANT TO PURCHASE COMMON STOCK
OF
GELESIS HOLDINGS, INC.
This Amended and Restated Warrant to Purchase Common Stock (this “Warrant”) is made as of August [__], 2022 by and between [HOLDER] (“Holder”), and Gelesis Holdings, Inc., a Delaware corporation (“Company”).
RECITALS
A. In connection with the entry into that certain Warrant Purchase Agreement, by and among the Holder and Gelesis, Inc., a Delaware corporation (the “Prior Issuer”), dated as of October 21, 2020 (the “Warrant Purchase Agreement”), the Holder and Prior Issuer executed a Warrant to Purchase Common Stock, dated October 21, 2020 (the “Original Warrant”).
B. On January 13, 2022, in connection with the DeSPAC transaction of the Prior Issuer, and pursuant to that certain Business Combination Agreement, dated as of July 19, 2021, by and among the Prior Issuer, Capstar Special Purpose Acquisition Corp., a Delaware corporation, and CPSR Gelesis Merger Sub, Inc., a Delaware corporation (as amended, the “Business Combination Agreement”) the Prior Issuer became a wholly-owned subsidiary of the Company, a publicly traded corporation listed on the New York Stock Exchange.
C. Pursuant to the terms of the Business Combination Agreement, the Original Warrant was cancelled in exchange for a warrant to purchase [_____] shares of the Common Stock of the Company at an exercise price of $4.26 (the “Rollover Warrant”), which such Rollover Warrant was reflected on the books and records of the Company and of the Company’s transfer agent, Continental Stock and Transfer Company.
D. The Holder and the Company desire to amend and restate the Rollover Warrant in its entirety to modify the Warrant Price, it being understood that the execution of the Business Combination Agreement constitutes a Corporate Transaction for the purpose of both the Original Warrant and the Rollover Warrant, including the Transaction Notice connected thereto.
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then, in each such case, the Company will mail to the Holder a notice (such notice, a “Transaction Notice”) specifying (i) the date on which any such record is to be taken for the purpose of such dividend or distribution, and (ii) the date on which any such Corporate Transaction, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Stock shall be entitled to exchange their shares for securities or other property (including, without limitation, cash) deliverable on such Corporate Transaction, dissolution, liquidation or winding-up.
“Business Day” means a day (i) other than Saturday or Sunday, and (ii) on which commercial banks are open for business in Boston, Massachusetts.
“Change of Control Transaction” means a sale, lease, exchange, exclusive license, transfer or other disposition of all or substantially all of the Property, assets, or business of the Company, or a merger or consolidation with or into any other entity or other business transaction or series of transactions: (i) that yields a Gross Consideration greater than the Warrant Price (as appropriately adjusted for any stock splits, stock dividends, recapitalizations and similar transactions after the date hereof and as reflected in the applicable Change of Control Transaction definitive agreement and related documentation) and (ii) as a result of which the stockholders of the Company immediately prior to such transaction would hold less than a majority of the voting equity interests of the Company (or its successor, as applicable) after such transaction.
“Change of Control Warrant Price” means a price per share equal to the Warrant Price in cash; provided, however, in the event that the Change of Control Transaction includes any non-cash consideration to be paid in respect of the capital stock of the Company, then the Change of Control Warrant Price shall be a price per share equal to the Warrant Price in the form of each type of consideration to be paid in respect of the Warrant Shares (assuming for this purpose that the Warrant Shares are issued and outstanding as of immediately prior to the consummation of such Change of Control Transaction), allocated on a pro rata basis based on the allocation of each type of consideration that is payable with respect to a share of Warrant Stock pursuant to such Change of Control Transaction. In connection therewith, each non-cash type of consideration will be valued at the same value as such type of non-cash consideration is valued pursuant to the definitive agreements related to such Change of Control Transaction, or, in the absence of such value being set forth in such definitive agreements, as determined in good faith and approved by the Board of Directors of the Company.
“Common Stock” means the Common Stock of the Company, par value $0.0001 per share.
“Expiration Date” means 5:00 p.m. eastern time on October 21, 2030 without prejudice to the regime applicable in case of Change of Control Transaction and Automatic Exchange under Paragraph 1.3.
“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any central bank, stock exchange, regulatory body, arbitrator, public sector entity and any self-regulatory organization.
“Gross Consideration” means the gross amount and form of consideration on a per share basis that would be received in respect of each share of Warrant Stock as reflected in the applicable Change of
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Control Transaction definitive agreement and related documentation assuming that all Warrant Shares were issued and outstanding as of immediately prior to the consummation of such Change of Control Transaction.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.
“Securities Act” means the Securities Act of 1933, as amended.
“Warrant Price” means $1.45 per share of Common Stock.
“Warrant Shares” means [______] shares of Warrant Stock.
“Warrant Stock” means the Common Stock.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Warrant to be executed as of the date first written above.
“Company”
Gelesis Holdings, Inc.
By:
Name: Yishai Zohar
Title: Chief Executive Officer
Address:
501 Boylston Street, Suite 6102
Boston, MA 02216
“Holder”
[ ]
Address:
[ ]
EXHIBIT A
Notice of Exercise
TO: Gelesis Holdings, Inc.
The undersigned hereby elects to purchase the Warrant Shares (as defined in that certain Warrant, dated as of [●], 2022, issued by Gelesis Holdings, Inc., a Delaware corporation (the “Company”), to the undersigned), and tenders herewith payment of the Warrant Price in full.
(Date)
(Signature)
(Print Name)
(Address)
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