●] SHARES ORDINARY SHARES, NOMINAL VALUE NIS 0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 17th, 2018 • 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 BMO Capital Markets Corp. and RBC Capital Markets, 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.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 17th, 2018 • Gamida Cell Ltd. • Biological products, (no disgnostic substances)
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of ________ ___, 2018, 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 officer (the “Indemnitee”).
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.
