14,031,336 Common Shares Pre-Funded Warrants to Purchase 3,301,998 Common Shares Axovant Gene Therapies Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2020 • Axovant Gene Therapies Ltd. • Pharmaceutical preparations • New York
Introductory. Axovant Gene Therapies Ltd., a company incorporated and organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 14,031,336 common shares, par value $0.00001 per common share (the “Shares”); and (ii) pre-funded warrants to purchase an aggregate of 3,301,998 common shares at an exercise price equal to $0.00001 per share (the “Pre-Funded Warrants”). The 14,031,336 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 2,600,000 Shares as provided in Section 2. The additional 2,600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” The Offered Shares and the Pre-Funded War
