UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2023 • Gamida Cell Ltd. • Biological products, (no disgnostic substances) • New York
Gamida Cell Ltd., a corporation 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 (i) 17,500,000 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”) and (ii) warrants, substantially in the form of Annex A hereto, to purchase an aggregate of 17,500,000 Ordinary Shares, with an exercise price of $1.35 per share (the “Ordinary Warrants,” and together with the Firm Shares, the “Firm Securities”), to the several underwriters (collectively, the “Underwriters”) named in Schedule I to this agreement (this “Agreement”), for whom Piper Sandler & Co. is acting as a representative (the “Representative”). The Firm Shares to be outstanding after giving effect to the sale of the Ordinary Shares are referred to herein as the “Stock.” In addition, the Company has granted to the Underwriters an opti
