●] SHARES ORDINARY SHARES, NOMINAL VALUE NIS 0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2019 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
Gamida Cell Ltd., a limited liability company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of [●] shares (the “Firm Shares”) of the Company’s ordinary shares with a nominal value of New Israeli Shekel (“NIS”) 0.01 per share (the “Ordinary Shares”), to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”), for whom RBC Capital Markets, LLC and JMP Securities LLC are acting as representatives (the “Representatives”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional [●] ordinary shares of the Company (the “Option Shares”) on the terms set forth in Section 1(b) hereof. The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares.”
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • June 24th, 2019 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Manufacturing Services Agreement (the “Agreement”) is made as of May 31, 2019, (the “Effective Date”) between with an office at Lonza Netherlands B.V., at Oxfordlaan 70, 6229EV Maastricht, The Netherlands (“LONZA”), and Gamida Cell Ltd. , an Israeli corporation having an office at 5 Nahum Hafzadi St., Jerusalem 95484 , Israel (“GAMIDA”) (each of LONZA and GAMIDA, a “Party” and, collectively, the “Parties”).
