EX-10.18



 EXHIBIT 10.18 

FIRST AMENDMENT TO 

SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 

THIS FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is dated as of
May 6, 2015 by and among Gelesis, Inc., a Delaware corporation (the “Company”), and the Stockholders listed on the signature pages hereto. The parties agree as follows: 

1. Registration Rights Agreement. This Amendment amends the Sixth Amended and Restated Registration Rights Agreement dated as of
March 6, 2015 between the Company and the Stockholders party thereto (as in effect prior to giving effect to this Amendment, the “Registration Rights Agreement”). Terms defined in the Registration Rights Agreement as amended
hereby and not otherwise defined herein are used with the meaning so defined. 
 2. Amendment of Registration Rights Agreement.
Effective upon the date hereof, the Registration Rights Agreement is amended as follows: 
 2.1 Amendment to Definition of
“Qualified Public Offering”. The definition of “Qualified Public Offering” in Section 1 of the Registration Rights Agreement shall be, and hereby is, replaced in its entirety with the following: 

““Qualified Public Offering” means either (a) the closing of the sale of shares of Common Stock to
the public at a price of at least $4.25 per share (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Common Stock), in a firm commitment underwritten
public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $50,000,000 of gross proceeds to the Company or (b) the sale in a firmly underwritten public offering registered
under the Securities Act of shares of the Company’s Common Stock that is approved by the written consent or affirmative vote of the holders of at least a majority of the shares of Series A Preferred Stock then outstanding.” 

2.2 Addition of Definition of Series A Preferred Stock. The following definition of “Series A Preferred Stock” is hereby
added to Section 1 of the Registration Rights Agreement: 
 ““Series A Preferred Stock” means the
Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and the Series A-5 Preferred Stock.” 

3. No Other Amendments. Except for the amendment expressly set forth in this Amendment, the Registration Rights Agreement shall remain
unchanged and in full force and effect. This Amendment shall be subject to all applicable provisions of the Registration Rights Agreement including provisions relating to notices, governing law, severability and section headings. 

4. Counterparts. This Amendment may be executed in any number of counterparts hereof, and by the parties hereto on separate
counterparts hereof, and all such counterparts shall together constitute one and the same agreement. Counterparts of the signature pages hereto 







 
signed and delivered to the other parties hereto via facsimile (or other electronic means) shall for all purposes be deemed to constitute the delivery of an originally executed counterpart
hereof. 
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 IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed in
several counterparts, each of which shall be deemed to be an original, as of the day and year first above written. 
  

			
	 COMPANY:

	
	GELESIS, INC.
		
	By:		 /s/ Yishai Zohar

	Name:		Yishai Zohar
	Title:		President and Chief Executive Officer
	
	STOCKHOLDERS:
	
	PURETECH VENTURES, LLC
		
	By:		 /s/ Stephen Muniz

	Name:		Stephen Muniz
	Title:		Partner
	
	 INVESCO ASSET MANAGEMENT LIMITED,

as agent for and on behalf of its discretionary managed clients

		
	By:		 /s/ Graeme Proudfoot

	Name:		Graeme Proudfoot
	Title:		Head of Specialist Funds
	
	SSD2, LLC
		
	By:		 /s/ Elon S. Boms

	Name:		Elon S. Boms
	Title:		Manager


  
 Signature Page to First Amendment
to Sixth Amended and Restated Registration Rights Agreement 








	
	STOCKHOLDERS (continued):
	
	 /s/ John LaMattina

	John LaMattina
	
	 /s/ John and Mary LaMattina

	John and Mary LaMattina
	
	 /s/ Yishai Zohar

	Yishai Zohar


  
 Signature Page to First Amendment
to Sixth Amended and Restated Registration Rights Agreement