GAMIDA CELL LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20__ Debt SecuritiesIndenture • September 13th, 2021 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
Indenture, dated as of [●], 20__, among Gamida Cell Ltd., a company organized under the laws of the State of Israel under company number 51-260120-4 and having its registered office at 5 Nahum Heftsadie Street Givaat Shaul, Jerusalem 91340 Israel (the “Company”), and [Trustee], as trustee (the “Trustee”):
Gamida Cell Ltd. and _____________, As Warrant Agent Form of Ordinary Share Warrant Agreement Dated As Of __________Warrant Agreement • November 15th, 2023 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Ordinary share Warrant Agreement (this “Agreement”), dated as of [●], between Gamida Cell Ltd., a company organized under the laws of the State of Israel (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
GAMIDA CELL LTD. Ordinary Shares (par value NIS 0.01 per share) Controlled Equity OfferingSM Sales AgreementGamida Cell Ltd. • November 14th, 2019 • 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”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Gamida Cell Ltd. and _____________, As Warrant Agent Form of Debt Securities Warrant Agreement Dated As Of __________Warrant Agreement • November 15th, 2023 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Debt Securities Warrant Agreement (this “Agreement”), dated as of [●], between Gamida Cell Ltd., a company organized under the laws of the State of Israel (the “Company”), and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).
AMENDED & RESTATED OPEN MARKET SALE AGREEMENTSMOpen Market Sale • August 14th, 2023 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
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.”
indemnification agreementIndemnification Agreement • March 24th, 2022 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ____________, is entered into by and between Gamida Cell Ltd., an Israeli company whose address is 5 Nahum Heftsadie Street Givaat Shaul, Jerusalem 91340, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto (the “Indemnitee”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of March 12, 2024 (the “Effective Date”) is by and between GAMIDA CELL, INC., a Delaware Corporation (the “Company”), and MICHELE KORFIN (the “Employee”) (individually, each a “Party” and collectively, the “Parties”).
UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2023 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
Gamida Cell Ltd., a corporation 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 (i) 17,500,000 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”) and (ii) warrants, substantially in the form of Annex A hereto, to purchase an aggregate of 17,500,000 Ordinary Shares, with an exercise price of $1.35 per share (the “Ordinary Warrants,” and together with the Firm Shares, the “Firm Securities”), 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 Firm Shares to be outstanding after giving effect to the sale of the Ordinary Shares are referred to herein as the “Stock.” In addition, the Company has granted to the Underwriters an opti
GAMIDA CELL LTD. WARRANT Dated «Closing_Date» (the “Closing”) To purchase «Number_of_F2_Shares_underlying_Warrants» Series F-2 Preferred Shares (as defined below) (subject to adjustment hereunder) of Gamida Cell Ltd. (the “Company”) at a per share...Gamida Cell Ltd. • September 28th, 2018 • Biological products, (no disgnostic substances)
Y = the number of Warrant Shares otherwise purchasable upon exercise in full of this Warrant (or such lesser number of shares as Holder may designate in case of a partial exercise of this Warrant) as of the time the net issue election is made pursuant to this Section 1.5;
AMENDED AND RESTATED AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
This AMENDED AND RESTATED AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 14, 2024, by and between Gamida Cell Inc., a Delaware corporation (the “Company”), and Ronit Simantov (the “Employee”) (individually, each a “Party” and collectively, the “Parties”).
GAMIDA CELL INC., as the Issuer, GAMIDA CELL LTD., as a Guarantor, THE OTHER GUARANTORS PARTY HERETO, AND Wilmington Savings Fund Society, FSB, as Trustee INDENTURE Dated as of February 16, 2021 5.875% Exchangeable Senior Notes due 2026Indenture • February 16th, 2021 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
THIS INDENTURE, dated as of February 16, 2021, between GAMIDA CELL INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), GAMIDA CELL LTD., a limited liability company organized under the laws of the State of Israel, as a guarantor (the “Parent”), the other Guarantors party hereto (as defined herein) and Wilmington Savings Fund Society, FSB, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
AMENDMENT NO. 2 TO MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • September 28th, 2018 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
This Amendment No. 2 (the “Amendment”) is made as of May ___, 2016 (“to that certain Manufacturing Services Agreement by and between Gamida Cell Ltd. (“Client”) and Lonza Walkersville, Inc. (“Lonza”) effective as of February 8, 2016 (as amended, the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 28th, 2018 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT is made as of July 3, 2017, by and among Gamida Cell Ltd., an Israeli company (the “Company”), and the Investors listed on Schedule A hereto (including any additional Investor that becomes a party to this Agreement following the date hereof in accordance with Section 5.9 hereof), each of which is referred to in this Agreement as an “Investor”.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2021 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
This Agreement is being entered into pursuant to the Note Purchase Agreement, dated as of February 15, 2021, by and among the Company, the Issuer, and the Buyers (as amended from time to time, the “Purchase Agreement”) in respect of the Issuer’s 5.875% Exchangeable Senior Notes due 2026 (the “Notes”), issued pursuant to the terms of the Indenture (as defined below).
Unprotected Lease AgreementUnprotected Lease Agreement • September 28th, 2018 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
Between: Y.D.B Investments Ltd., Company Registration No. 514479518 By Mr. Yoram Bar-On, ID. No. 057315616, the authorized signatory on behalf of the Company Of 1 Mavo Sivan St., Kiryat Gat (Hereinafter: "the Lessor") The first party;
Unprotected Rental Contract Drafted and signed in Jerusalem on March 14, 2000 - between -Gamida Cell Ltd. • September 28th, 2018 • Biological products, (no disgnostic substances)
Whereas: The Lessor owns the rights to register as a lessee for a capitalized lease in a building that is under construction at 5 Nachum Hefzadi Street, Givat Shaul Gimmel, Jerusalem, known as part of Parcels 57 and 61 in Bloc 30260, Plot No. 5 according to Detailed Plan No. 4286 (hereinafter – “the Plot”), constituting a light industry building, for commerce and offices and known as Ofer House (hereinafter – “the Building”), while by the Building the Lessor intends to build an additional building for a similar purpose, and
AMENDED AND RESTATED AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 27th, 2024 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
This AMENDED AND RESTATED AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of March 12, 2024, by and between Gamida Cell Inc., a Delaware corporation (the “Company”), and Joshua Patterson (the “Employee”) (individually, each a “Party” and collectively, the “Parties”).
SECOND AMENDED & RESTATED CONSULTING AGREEMENTConsulting Agreement • March 27th, 2024 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
THIS SECOND AMENDED & RESTATED CONSULTING AGREEMENT (the “Agreement”) is entered into as of December 31, 2023 (the “Effective Date”) by and between Gamida Cell Ltd., whose address is at 5 Nahum Heftsadie St., Jerusalem, Israel 9548401 (the “Company”), and Terry Coelho, an individual (the “Consultant”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2022 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Agreement is being entered into concurrently with the Loan and Security Agreement, dated as of December 12, 2022, by and among the Company, the Issuer, and the Buyers (as amended from time to time, the “Loan Agreement”) in respect of the Issuer’s 7.500% Senior Secured Notes due 2024, issued pursuant to the terms of the Loan Agreement.
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • August 24th, 2018 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Manufacturing Services Agreement (the “Agreement”) is made as of February 8, 2016, (the “Effective Date”) between Lonza Walkersville, Inc., a Delaware corporation having its principal place of business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 (“LWI”), and Gamida Cell Ltd., an Israeli corporation (“CLIENT”) (each of LWI and CLIENT, a “Party” and, collectively, the “Parties”).
April 30, 2017 Ronit Simantov New York, NY 10028 Dear Ronit,: Confidentiality Agreement and Invention Assignment Agreement • March 24th, 2022 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
On behalf of Gamida Cell Inc. (the “Company”), I am pleased to offer you the position of Chief Medical Officer (“CMO”). The Company’s offer, as set forth in this letter agreement, is contingent upon your presentation to the Company of proof of your authorization to work in the United States and the approval of the Board of Directors of the Company.
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • June 12th, 2014 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS AGREEMENT (the “Agreement”) is made and entered into this 10 day of June 1, 1999, by and between Gamida Cell Ltd. of 24 Kanfei Nesharim Street, Jerusalem Israel (Registration No.: 51-260120-4) (the “Company”), and Toni Peled (Israeli I.D. No.: 6776387) (the “Employee”).
Gamida Cell Ltd. Givaat Shaul, Jerusalem 91340 IsraelGamida Cell Ltd. • October 17th, 2018 • Biological products, (no disgnostic substances)
This letter confirms our agreement and undertaking that subject to and following the initial public offering of the ordinary shares of Gamida Cell Ltd. (the “Company”) on the Nasdaq Global Market, [Clal Biotechnology Industries Ltd./ Elbit Cord Blood Limited Partnership] (the “Shareholder”) shall be entitled to the information rights set forth in this letter agreement (this “Agreement”), subject to the terms set forth herein.
GAMIDA CELL LIMITED (1) and UPPAL HEALTHCARE LIMITED (2) CONSULTANCY AGREEMENTGamida Cell Ltd. • March 24th, 2022 • Biological products, (no disgnostic substances) • England and Wales
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • May 24th, 2024 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of May 24, 2024 (this “Agreement”), is entered into by and between Ayrmid Ltd., a company incorporated under the laws of England and Wales (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as rights agent (the “Rights Agent”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • June 12th, 2014 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS AGREEMENT (the “Agreement”) is made and entered into this 30 th day of April, 2000, by and between Gamida Cell Ltd. of 24 Kanfei Nesharim Street, Jerusalem Israel (Registration No.: 51-260120-4) (the “Company”), and Naftaly Brikashvili (Israeli I.D. No.: 01485193-5) (the “Employee”).
COOPERATION AGREEMENTCooperation Agreement • November 14th, 2023 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Cooperation Agreement (this “Agreement”), effective as of August 11, 2023 (the “Effective Date”), is entered into by and among Gamida Cell Ltd., a public company formed under the laws of the State of Israel (the “Company” or “Gamida”), Jeremy Blank (the “New Director”) and Community Master Fund, LP, as a holder of Gamida’s ordinary shares, NIS 0.01 par value (the “Ordinary Shares”), (the “Shareholder Party”). Gamida, the New Director, and the Shareholder Party are collectively referred to herein as the “Parties,” and each, as a “Party.”
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • June 12th, 2014 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS AGREEMENT (the “Agreement”) is made and entered into this 8th day of May, 2000, by and between Gamida Cell Ltd. of 24 Kanfei Nesharim Street, Jerusalem Israel (Registration No.: 51-260120-4) (the “Company”), and Dorit Harati (Israeli I.D. No.: 057427262) (the “Employee”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • June 12th, 2014 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS AGREEMENT (the “Agreement”) is made and entered into as of the date of the last signature hereto, by and between Gamida Cell Ltd. (P.C. No. 51-2601204), of business address at 5 Nachum Hafzadi, Givat Shaul, Jerusalem, 65484 Israel (the “Company”), and Dr. Yael Margolin, ID no. 5167346-5 of 2 Yehoshua Bin-Nun Street, Herzlia (“Executive”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • June 12th, 2014 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS AGREEMENT (the “Agreement”) is made and entered into this 28 day of May, 2008, by and between Gamida Cell Ltd. of 5 Nahum Hafzadi Street, Jerusalem Israel (Registration No.: 51-260120-4) (the “Company”), and David Snyder (Israeli I.D. No. 015609803 : ) (the “Employee”).
Lease Agreement and 2010 Appendix [Translation]Lease Agreement • June 12th, 2014 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 12th, 2022 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of December 12, 2022 (the “Effective Date”) among Wilmington Savings Fund Society, FSB, as administrative agent (in such capacity, together with its successors and assigns in such capacity, “Administrative Agent”) and collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), Highbridge Tactical Credit Master Fund, L.P. (“Highbridge”) and the other lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time (each a “Lender” and collectively, the “Lenders”), Gamida Cell Inc., a Delaware corporation (“Borrower”), and Gamida Cell Ltd., a company organized under the laws of the State of Israel (“Holdings”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders. The parties agree as follows:
MANUFACTURING SERVICES AGREEMENTQuality Agreement • September 28th, 2018 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Manufacturing Services Agreement (the “Agreement”) is made as of February 8, 2016, (the “Effective Date”) between Lonza Walkersville, Inc., a Delaware corporation having its principal place of business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 (“LWI”), and Gamida Cell Ltd., an Israeli corporation (“CLIENT”) (each of LWI and CLIENT, a “Party” and, collectively, the “Parties”).
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”).
