JONES DAY PARTNERSHIP CONSTITUEE SELON LE DROIT DE L’OHIO, USA AVOCATS AU BARREAU DE PARIS 2, RUE SAINT-FLORENTIN • 75001 PARIS TELEPHONE: (0)1.56.59.39.39 • FACSIMILE: (0)1.56.59.39.38 • TOQUE J 001Sales Agreement • January 4th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances)
We are acting as special French counsel for Cellectis S.A. (the “Company”), a French société anonyme, in connection with the issuance and sale by the Company of $60,000,000 aggregate offering price of ordinary shares, nominal value €0.05 (“Ordinary Shares”), of the Company (the “Underlying Shares”), which Underlying Shares shall be delivered in the form of American Depositary Shares (“ADSs”), each ADS representing one Ordinary Share. The Underlying Shares will be issued and sold pursuant to the Sales Agreement with Jefferies LLC (the “Sales Agent”) dated March 29, 2021 as amended by Amendment No. 1 to the Sales Agreement, dated January 3, 2023 (together, the “Sales Agreement”). The Underlying Shares may be offered and sold from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Act”) in accordance with the terms of the Sales Agreement. The ADSs will be issued pursuant to the Deposit Agreement, dated as of March 30, 2015 (the “Deposit Agreement”), by and among the
AMENDMENT NO. 1 TO THE SALES AGREEMENTSales Agreement • January 4th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances)
This Amendment No. 1 to the Sales Agreement (this “Amendment”) is entered into as of the date first written above by Cellectis S.A., a société anonyme incorporated in the Republic of France (the “Company”), and Jefferies LLC (“Agent”), which are parties to that certain Sale Agreement, dated March 29, 2021 (the “Original Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Original Agreement. The parties, intending to be legally bound, hereby amend the Original Agreement as follows:
