**Exhibit2.1**

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**DESCRIPTIONOF SECURITIES**

 

Thedescriptions of the securities contained herein summarize the material terms and provisions of the ordinary shares of Kamada Ltd.,registered under Section 12 of the Securities Exchange Act of 1934.

 

**General**

 

Ourauthorized and registered share capital is NIS 70,000,000 divided into 70,000,000 ordinary shares, nominal (par) value NIS 1.00each.

 

**TheNasdaq Global Select Market**

 

Ourordinary shares are listed on the Nasdaq Global Select Market and the Tel Aviv Stock Exchange under the symbol “KMDA”.

 

**Memorandumand Articles of Association**

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*Thefollowing description of our memorandum of association and amended articles of association are summaries and are qualified intheir entirety by reference to the full text of the Memorandum of Association and Articles of Association, filed as Exhibit 1.2and Exhibit 1.1 to our Annual Report on Form 20-F for year ended December 31, 2019, respectively.*

 

***Establishmentand Purposes of the Company***

 

Wewere incorporated under the laws of the State of Israel on December 13, 1990 under the name Kamada Ltd. We are registered withthe Israeli Registrar of Companies in Jerusalem. Our registration number is 51-152460-5. Our purpose as set forth in our amendedarticles of association is to engage in any lawful business.

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***OrdinaryShares***

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*Voting*

 

Holdersof our ordinary shares have one vote per ordinary share on all matters submitted to a vote of shareholders at a shareholders’meeting. Shareholders may vote at shareholder meetings either in person, by proxy or, with respect to certain resolutions, bya voting instrument.

 

Israelilaw does not allow public companies to adopt shareholder resolutions by means of written consent in lieu of a shareholder meeting.

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*Transferof Shares*

 

Fullypaid ordinary shares are issued in registered form and may be freely transferred under our articles of association unless thetransfer is restricted or prohibited by another instrument, Israeli law or the rules of a stock exchange on which the shares aretraded.

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***Electionof Directors***

 

Ourordinary shares do not have cumulative voting rights for the election of directors. Rather, under our articles of association,directors (other than external directors, if any) are elected by the holders of a simple majority of our ordinary shares at ageneral shareholder meeting (excluding abstentions). As a result, the holders of our ordinary shares that represent more than50% of the voting power represented at a shareholder meeting and voting thereon (excluding abstentions) have the power to electany or all of our directors whose positions are being filled at that meeting (subject to the special approval requirements underthe Israeli Companies Law, 1999 (the “Companies Law”) for the election of external directors, if any). In addition,under our articles of association, vacancies on our board of directors, including vacancies resulting from there being fewer thanthe maximum number of directors permitted by our articles of association, may be filled by a vote of a simple majority of thedirectors then in office, and such appointment shall be valid until the next annual general meeting (or until such director ceasesto serve in such capacity, if earlier).

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***Dividend                                         and Liquidation Rights***

 

UnderIsraeli law, we may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonableconcern that the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations asthey become due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earningsgenerated over the two most recent years legally available for distribution according to our then last reviewed or audited financialstatements, after subtracting earlier distributions if they have not yet been subtracted from the earnings, provided that thedate of the financial statements is not more than six months prior to the date of distribution. In the event that we do not haveretained earnings or earnings generated over the two most recent years legally available for distribution, we may seek the approvalof the court in order to distribute a dividend. The court may approve our request if it is convinced that there is no reasonableconcern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they becomedue.

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Inthe event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders ofordinary shares in proportion to the nominal value of their shareholdings. Dividend and liquidation rights may be affected bythe grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that maybe authorized in the future (subject to applicable law and applicable stock exchange rules).

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***ShareholderMeetings***

 

Underthe Companies Law, we are required to convene an annual general meeting of our shareholders at least once every calendar yearand within a period of not more than 15 months following the preceding annual general meeting. Our board of directors may convenea special general meeting of our shareholders whenever it sees fit and is required to do so upon the written request of two directorsor one quarter of the serving members of our board of directors, or one or more holders of 5% or more of our outstanding sharecapital and 1% of our voting power, or the holder or holders of 5% or more of our voting power.

  

TheCompanies Law requires that resolutions regarding the following matters (among others) be approved by our shareholders at a generalmeeting: amendments to our articles of association; appointment, terms of service and termination of service of our auditors;election of external directors; approval of certain related party transactions; increases or reductions of our authorized sharecapital; mergers; and the exercise of our board of director’s powers by a general meeting, if our board of directors isunable to exercise its powers and the exercise of any of its powers is essential for our proper management.

 

Thechairman of our board of directors presides over our general meetings. However, if at any general meeting the chairman is notpresent within 15 minutes after the appointed time, or is unwilling to act as chairman of such meeting, then the shareholderspresent will choose any other person present to be chairman of the meeting. Subject to the provisions of the Companies Law andthe regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholdersof record on a date to be decided by the board of directors, which, as company listed also on an exchange outside of Israel, maybe between four and 40 days prior to the date of the meeting.

 

Israelilaw requires that a notice of any annual general meeting or special general meeting be provided to shareholders at least 21 daysprior to the meeting and if the agenda of the meeting includes, among other things, the appointment or removal of directors, theapproval of transactions with office holders or interested or related parties, an approval of a merger or the approval of thecompensation policy, notice must be provided at least 35 days prior to the meeting.

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***Quorum***

 

Pursuantto our articles of association, the quorum required for a meeting of our shareholders is the presence of two or more shareholderspresent in person, by proxy or by a voting instrument, who hold at least 25% of our voting power. A meeting adjourned for lackof a quorum is generally adjourned to one week thereafter at the same time and place, or to such other day, time and place, asour board of directors may indicate in the notice of the meeting to the shareholders. Pursuant to our articles of association,at the reconvened meeting, the meeting will take place with whatever number of participants present.

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***Resolutions***

 

Underthe Companies Law, unless otherwise provided in our articles of association or applicable law, all resolutions of the shareholdersrequire a simple majority of the voting rights represented at the meeting, in person, by proxy or, with respect to certain resolutions,by a voting instrument, and voting on the resolution (excluding abstentions). Under Israeli law, a resolution for the voluntarywinding up of the company requires the approval by the holders of 75% of the voting rights represented at the meeting, in personor by proxy and voting on the resolution (excluding abstentions). Under our articles of association, a merger shall require theapproval of a special majority of the shareholders, as described below under “Merger.”

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***Accessto Corporate Records***

 

Underthe Companies Law, all shareholders generally have the right to review minutes of our general meetings, our shareholder registerand register of significant shareholders (as defined in the Companies Law), our articles of association, our financial statementsand any document we are required by law to file publicly with the Israeli Companies Registrar or with the Israel Securities Authority.In addition, any shareholder who specifies the purpose of its request may request to review any document in our possession thatrelates to: (i) any action or transaction with a related party which requires shareholder approval under the Companies Law; or(ii) the approval, by the board of directors, of an action in which an office holder has a personal interest. We may deny a requestto review a document if we determine that the request was not made in good faith, that the document contains a commercial or technologicalsecret or that the document’s disclosure may otherwise impair our interests.

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***AcquisitionsUnder Israeli Law***

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*FullTender Offer*

 

Aperson wishing to acquire shares of an Israeli public company and who would, as a result, hold over 90% of the target company’sissued and outstanding share capital (or over 90% of the issued and outstanding share capital of a certain class of shares) isrequired by the Companies Law to make a tender offer to all of the company’s shareholders (or all of the shareholders whohold shares of the same class) for the purchase of all of the issued and outstanding shares of the company or of a certain class.If the shareholders who do not respond to or accept the offer hold less than 5% of the issued and outstanding share capital ofthe company or of the applicable class of the shares, and more than half of the shareholders who do not have a personal interestin the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer byoperation of law. However, a tender offer will also be accepted if the shareholders who do not accept it hold less than 2% ofthe issued and outstanding share capital of the company or of the applicable class of the shares.

 

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Upona successful completion of such a full tender offer, any shareholder that was an offeree in such tender offer, whether such shareholderaccepted the tender offer or not, may, within six months from the date of acceptance of the tender offer, petition an Israelicourt to determine whether the tender offer was for less than fair value and that the fair value should be paid as determinedby the court. However, under certain conditions, the offeror may include in the terms of the tender offer that an offeree whoaccepted the offer will not be entitled to petition the Israeli court as described above.

 

If(a) the shareholders who did not respond or accept the tender offer hold at least 5% of the issued and outstanding share capitalof the company or of the applicable class or the shareholders who accept the offer constitute less than a majority of the offereesthat do not have a personal interest in the acceptance of the tender offer, or (b) the shareholders who did not accept the tenderoffer hold 2% or more of the issued and outstanding share capital of the company (or of the applicable class), the acquirer maynot acquire shares of the company that will increase its holdings to more than 90% of the company’s issued and outstandingshare capital or of the applicable class from shareholders who accepted the tender offer.

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*SpecialTender Offer*

 

TheCompanies Law provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offerif as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company. Thisrule does not apply if there is already another holder of 25% or more of the voting rights in the company.

 

Similarly,the Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender offer ifas a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company, providedthere is no other shareholder of the company who holds more than 45% of the voting rights in the company.

 

Theserequirements do not apply if the acquisition (i) occurs in the context of a private placement, that was approved by the company’sshareholders and whose purpose is to give the acquirer at least 25% of the voting rights in the company if there is no personwho holds 25% or more of the voting rights in the company, or as a private placement whose purpose is to give the acquirer 45%of the voting rights in the company, if there is no person who holds 45% of the voting rights in the company; (ii) was from ashareholder holding 25% or more of the voting rights in the company and resulted in the acquirer becoming a holder of 25% or moreof the voting rights in the company; or (iii) was from a holder of more than 45% of the voting rights in the company and resultedin the acquirer becoming a holder of more than 45% of the voting rights in the company.

 

Aspecial tender offer must be extended to all shareholders of a company. The special tender offer may be consummated only if (i)at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror, and (ii) thenumber of shares tendered in the offer exceeds the number of shares whose holders objected to the offer (excluding controllingshareholders, holders of 25% or more of the voting rights in the company and any person having a personal interest in the acceptanceof the tender offer).

 

Inthe event that a special tender offer is made, a company’s board of directors is required to express its opinion on theadvisability of the offer or it may abstain from expressing any opinion if it is unable to do so, provided that it gives the reasonsfor its abstention. 

 

Anoffice holder in a target company who, in his or her capacity as an office holder, performs an action the purpose of which isto cause the failure of an existing or foreseeable special tender offer or is to impair the chances of its acceptance, is liableto the potential purchaser and shareholders for damages resulting from his acts, unless such office holder acted in good faithand had reasonable grounds to believe he or she was acting for the benefit of the company. However, office holders of the targetcompany may negotiate with the potential purchaser in order to improve the terms of the special tender offer, and may furthernegotiate with third parties in order to obtain a competing offer. 

 

Ifa special tender offer is accepted, then shareholders who did not respond to the special offer or had objected to the specialtender offer may accept the offer within four days of the last day set for the acceptance of the offer.

 

Inthe event that a special tender offer is accepted, then the purchaser or any person or entity controlling it and any corporationcontrolled by them must refrain from making a subsequent tender offer for the purchase of shares of the target company and maynot effect a merger with the target company for a period of one year from the date of the offer, unless the purchaser or suchperson or entity undertook to effect such an offer or merger in the initial special tender offer.

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*Merger*

 

TheCompanies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirementsdescribed under the Companies Law are met, a majority of each party’s shareholders. Under our articles of association, amerger shall require the approval of 66.6% of the voting rights represented at a meeting of our shareholders and voting on thematter, in person or by proxy, and any amendment to such provision shall require the approval of 60% of the voting rights representedat a meeting of our shareholders and voting on the matter, in person or by proxy.

 

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Theboard of directors of a merging company is required pursuant to the Companies Law to discuss and determine whether in its opinionthere exists a reasonable concern that as a result of a proposed merger, the surviving company will not be able to satisfy itsobligations towards its creditors, taking into account the financial condition of the merging companies. If the board of directorshas determined that such a concern exists, it may not approve a proposed merger. Following the approval of the board of directorsof each of the merging companies, the boards of directors must jointly prepare a merger proposal for submission to the IsraeliRegistrar of Companies.

 

Forpurposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of theshares voting at the shareholders meeting (excluding abstentions) that are held by parties other than the other party to the merger,any person who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of the other party,or any one on their behalf including their relatives or corporations controlled by any of them, vote against the merger.

 

Inaddition, if the non-surviving entity of the merger has more than one class of shares, the merger must be approved by each classof shareholders.

 

Ifthe transaction would have been approved but for the separate approval of each class of shares or the exclusion of the votes ofcertain shareholders as provided above, a court may still rule that the company has approved the merger upon the request of holdersof at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into accountthe appraisal of the merging companies’ value and the consideration offered to the shareholders.

 

Underthe Companies Law, a merging company must send a copy of the proposed merger plan to its secured creditors no later than threedays after the date on which the merger proposal was submitted to the Israeli Companies Registrar. Unsecured creditors are entitledto receive notice of the merger, as provided by the regulations promulgated under the Companies Law. Upon the request of a creditorof a merging company, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, asa result of the merger, the surviving company will be unable to satisfy the obligations of the target company. The court may alsogive instructions in order to secure the rights of creditors.

 

Inaddition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of themerger was filed with the Israeli Registrar of Companies and 30 days from the date that shareholder approval of both merging companieswas obtained.

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***Anti-TakeoverMeasures under Israeli Law***

 

TheCompanies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, includingshares providing certain preferred or additional rights to voting, distributions or other matters and shares having preemptiverights. We do not have any authorized or issued shares other than ordinary shares. In the future, if we do create and issue aclass of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached to them,may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market valueof their ordinary shares. The authorization of a new class of shares will require an amendment to our articles of associationwhich requires the prior approval of a majority of our shares represented and voting at a general meeting. Shareholders votingat such a meeting will be subject to the restrictions under the Companies Law described above in “— Ordinary Shares— Voting.” Pursuant to the Israeli Securities Law, 5728-1968, a company whose shares are traded on the TASE may nothave more than one class of shares except for preferred shares which may have a dividend preference but may not have any votingrights.

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***TaxLaw***

 

Israelitax law treats some acquisitions, such as stock-for-stock swaps between an Israeli company and a foreign company, less favorablythan U.S. tax law. For example, Israeli tax law may subject a shareholder who exchanges ordinary shares in an Israeli companyfor shares in a non-Israeli corporation to immediate taxation unless such shareholder receives authorization from the Israel TaxAuthority for different tax treatment.

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***Modificationof Class Rights***

 

TheCompanies Law and our articles of association provide that the rights of a particular class of shares may not be modified withoutthe affirmative vote at a separate meeting of such class of a majority of shares actually participating in such class meeting.

 

 

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