ORDINARY SHARES, NOMINAL VALUE NIS 0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2022 • 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 12,905,000 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 Piper Sandler & Co. is acting as a representative (the “Representative”). The Company has also agreed to grant to the Underwriters an option (the “Option”) to purchase up to an additional 1,935,750 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.”
