CELLECTIS S.A. (a société anonyme incorporated in the French Republic) 8,800,000 American Depositary Shares Each Representing One Ordinary Share (nominal value €0.05 per share) UNDERWRITING AGREEMENT Dated: February 2, 2023Underwriting Agreement • February 7th, 2023 • Cellectis S.A. • Biological products, (no disgnostic substances) • New York
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 001Issuance and Sale Agreement • February 7th, 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 8,800,000 ordinary shares, par value €0.05 (the “New Shares”) to be delivered in the form of an aggregate of 8,800,000 American depositary shares (the “ADSs”), each ADS representing one ordinary share of the Company. The New Shares are included in the shelf registration statement on Form F-3 (No. 333-265826) filed by the Company with the Securities and Exchange Commission (“SEC”) on June 24, 2022, as amended, in the form in which it became effective on July 7, 2022 (the “Form F-3”), including the final prospectus supplement filed by the Company pursuant to Rule 424(b) under the Securities Act on February 2, 2023, relating to the New Shares underlying the ADSs (the “Prospectus Supplement” and, together with the Form F-3, the “Prospectus”). The New Shares will be issued and subscribed pursuant to the underwriting agreement (the “
