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).
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).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • February 16th, 2021 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
This Note Purchase Agreement (the “Agreement”), dated as of February 15, 2021, is by and among Gamida Cell Ltd., a corporation organized under the laws of the State of Israel (the “Guarantor”), Gamida Cell Inc., a Delaware corporation and a wholly owned subsidiary of the Guarantor (the “Issuer”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
