Exhibit 10.3


 


REGISTRATION RIGHTS
AGREEMENT


 


This Registration
Rights Agreement (this “Agreement”) is made and entered into as of December 12, 2022, by and between
Gamida Cell Ltd., a limited liability company formed under the laws of the State of Israel (the “Company”),
Gamida Cell Inc., a Delaware corporation and wholly-owned subsidiary of the Company (the “Issuer”), and each
buyer identified in the signature pages hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


This
Agreement is being entered into concurrently with the Loan and Security Agreement, dated as of December 12, 2022, by and among the Company,
the Issuer, and the Buyers (as amended from time to time, the “Loan Agreement”)
in respect of the Issuer’s 7.500% Senior Secured Notes due 2024, issued pursuant to the terms of the Loan Agreement.


 


The
Company, the Issuer and each Buyer hereby agree as follows:


 


1.   Definitions.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Loan Agreement. In addition to the
other capitalized terms used and defined elsewhere herein, as used in this Agreement, the following terms shall have the following meanings:


 


“1933 Act”
means the Securities Act of 1933, as amended, and the rules promulgated thereunder.


 


“1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder.


 


“Business Day”
means any day other than Saturday, Sunday or any other day on which commercial banks in the City of New York are authorized or required
by law to remain closed; provided, however, for clarification, commercial banks shall not
be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential
employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental
authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in the City of New York
generally are open for use by customers on such day.


 


“Commission”
means the U.S. Securities and Exchange Commission.


 


“Commission Guidance”
means any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff, including the Commission’s
Compliance and Disclosure Interpretations and Manual of Publicly Available Telephone Interpretations.


 


“Effectiveness
Date” means the sixtieth (60th) calendar
day following the date hereof, provided that if the Commission staff determines to review the Registration Statement, “Effectiveness
Date” shall mean the ninetieth (90th) calendar day following the date hereof.


 






     


     


    

 


“Exchange
Shares” means the Ordinary Shares issuable upon exchange of the Secured Notes in accordance
with the terms of the Loan Agreement or the Secured Notes, assuming the Secured Notes are exchanged in full, or otherwise issuable pursuant
to the terms of the Loan Agreement or the Secured Notes, including for the payment of interest, the Interest Make-Whole Payment,
and the Installment Payments. 


 


“Filing
Date” means the thirtieth (30th) calendar
day following the date hereof.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Holder”
or “Holders” means a Buyer or any transferee or assignee of any
Registrable Securities, Secured Notes or Term Loans, as applicable, to whom a Buyer assigns its rights under this Agreement and who agrees
to become bound by the provisions of this Agreement and any transferee or assignee thereof to whom a transferee or assignee of any Registrable
Securities, Secured Notes or Term Loans, as applicable, assigns its rights under this Agreement and who agrees to become bound by the
provisions of this Agreement.


 


“Ordinary Shares”
mean ordinary shares, par value NIS 0.01 per share, of the Company.


 


“Person”
means an individual or a corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind.


 


“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information previously
omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated by the Commission
pursuant to the 1933 Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Registration Statement, and all other amendments and supplements to the Prospectus, including
post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.


 


“Registrable Securities”
means all Exchange Shares and any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization,
exchange or similar event with respect to the foregoing.


 


“Registration
Statement” means any registration statement filed pursuant to this Agreement under
the 1933 Act covering the resale by any Holder of any Registrable Securities, including the Prospectus, amendments and supplements to
such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated
by reference (or deemed to be incorporated by reference) therein.


 


“Rule 144”
means Rule 144 promulgated by the Commission pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 






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“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the 1933 Act, as such Rule may be amended or interpreted from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


2.   Registration


 


(a)   Mandatory
Registration. The Company shall prepare and, as promptly as practicable but in no event later than the Filing Date, file with the
Commission a Registration Statement covering the resale of all of the Registrable Securities in a resale offering to be made on a continuous
basis. The Registration Statement shall contain (except if otherwise directed by the Holders or required in order to address written comments
to the Registration Statement received from the Commission upon review of such Registration Statement) the “Plan of Distribution”
section in substantially the form attached as Annex A hereto, as the same may be amended in accordance with the provisions of this
Agreement; provided, however, that no Holder shall be named as an “underwriter” without such Holder’s
express prior written consent. Subject to the terms of this Agreement, the Company shall use its commercially reasonable efforts to cause
the Registration Statement to be declared effective under the 1933 Act as promptly as practicable after the filing thereof, but in any
event prior to the Effectiveness Date, and shall use its commercially reasonable efforts to keep the initial Registration Statement continuously
effective under the 1933 Act until all Registrable Securities covered by such Registration Statement have been sold by the Holders (the
“Effectiveness Period”).


 


(b)   Rule
415; Cutback. In the event that the Commission does not permit the Company to register in any Registration Statement all of the Registrable
Securities in a secondary offering, the Company shall promptly notify each of the Holders thereof, and amend such Registration Statement
to register such maximum portion as permitted by Commission Guidance, including such guidance pertaining to Rule 415; provided
that (i) the Company shall use commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with the Commission Guidance that are not then registered on an effective Registration Statement and (ii) the
Company shall not name any Holder as an “underwriter” without such Holder’s express prior written consent. Notwithstanding
any other provision of this Agreement, if any Commission Guidance sets forth a limitation on the number of Registrable Securities permitted
to be registered on a particular Registration Statement in a secondary offering (and notwithstanding that the Company used commercially
reasonable efforts to advocate with the Commission for the registration of all or a greater portion of Registrable Securities), unless
otherwise directed in writing by a Holder as to its Registrable Securities and unless any Commission Guidance requires otherwise, the
number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata among all Holders. In the event
of a cutback pursuant to this Section 2(b), the Company will offer to the Holders to file and cause to become effective with the Commission,
as promptly as allowed by the Commission or Commission Guidance, one or more Registration Statements to register for resale those Registrable
Securities that were not previously registered for resale. No liquidated damages shall accrue as to any Registrable Securities subject
to a cutback pursuant to this Section 2(b) if (i) the Holders decline to request the filing of a new Registration Statement or (ii) the
Holders request the filing of a new Registration Statement, until such date as the Company is able to effect the registration of such
Registrable Securities in accordance with Commission Guidance (the earlier such date, “Restriction Termination Date”);
provided in respect of clause (ii), that the Filing Date for such Registrable Securities shall be thirty (30) calendar days after
the Restriction Termination Date and the Effectiveness Date for such Registrable Securities shall be sixty (60) calendar days after the
Restriction Termination Date.


 






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(c)   Additional
Interest. The parties hereto agree that the Holders will suffer damages if the Company and the Issuer fail to fulfill their obligations
under this Section 2 and that, in such case, it would not be feasible to ascertain the extent of such damages with precision.
Accordingly, subject to Section 2(b), if:


 


(i)   the
Company does not file a Registration Statement covering all the Registrable Securities on or before the Filing Date;


 


(ii)   such
Registration Statement is not declared effective by the Commission on or before the Effectiveness Date;


 


(iii)   the
Company extends any Suspension Period (as defined below) beyond forty-five (45) days during any consecutive one hundred eighty (180) day
period; or


 


(iv)   a
Registration Statement is filed and declared effective but, during the applicable Effectiveness Period, a Registration Statement is not
effective for any reason or the Prospectus contained therein is not available for use for any reason, in each case other than due to a
Suspension Period as provided in Section 3(c), for its intended purpose without such disability being cured within ten (10) Business
Days by an effective post-effective amendment to such Registration Statement, a supplement to the Prospectus, or a report filed with the
Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act that cures such failure or the effectiveness of the
Registration Statement;


 


(each such event referred to
in foregoing clauses (i) through (iv), a “Registration Default”), then for so long as any Secured
Notes or Registrable Securities are outstanding, in such event as partial relief for the damages to any Holder by reason of any
such delay in or reduction of its ability to sell any Registrable Securities and not as a penalty (which remedy will not be exclusive
of any other remedies available at law or equity), the Company and the Issuer hereby agree to pay to each Holder of Secured Notes, Term
Loans or Registrable Securities then outstanding aggregate additional interest equal to 4.50% per year on all outstanding Secured Notes
or Term Loans (and all outstanding Ordinary Shares to the extent any Secured Notes have been
exchanged prior to the occurrence of the Registration Default and such Ordinary Shares remain Registrable Securities) on and after the
date of such Registration Default; provided that any payment on Ordinary Shares will be calculated based on the principal
amount of the Secured Notes as a result of which such Ordinary Shares have been issued to
the extent such Ordinary Shares constitute Registrable Securities; provided, further, that any such additional
interest will cease to accrue to Holders hereunder and under the Loan Agreement when any such Registration Default will cease, be remedied
or be cured. The Company and the Issuer will pay any additional interest as set forth in, and subject to the terms and conditions of,
the Loan Agreement. In no event shall additional interest accrue under the terms of this Registration Rights Agreement and the Loan Agreement
at a rate in excess of 4.50% per annum pursuant to this Registration Rights Agreement and the Loan Agreement, regardless of the number
of events or circumstances giving rise to the requirement to pay such additional interest.


 






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(d)   Piggyback
Registration. Without limiting any obligation of the Company hereunder, if (i) there is not an effective Registration Statement covering
all of the Registrable Securities, and if the Prospectus contained therein is not available for use, and (ii) the Company shall determine
to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or
the account of others under the 1933 Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under
the 1933 Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity
or business (or a business combination subject to Rule 145 under the 1933 Act) or equity securities issuable in connection with the Company’s
stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering), then the Company shall
deliver to each Holder a written notice of such determination and, if within 15 days after the date of the delivery of such notice, any
such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part
of such Registrable Securities that such Holder requests to be registered; provided, however, the Company shall not be required
to register any Registrable Securities pursuant to this Section 2(d) or that the Holders have requested to register pursuant to Section
2(b) that are the subject of a then-effective Registration Statement; provided, further, that the Company shall not be required
to include any Registrable Securities which an underwriter advises the Company will materially adversely affect the Company’s ability
to sell all of the securities which the Company intended to sell. The Company may postpone or withdraw the filing or the effectiveness
of a piggyback registration pursuant to this Section 2(d) at any time in its sole discretion. The Company shall not grant piggyback registration
rights to any holders of its Ordinary Shares or securities that are convertible into or exchangeable or exercisable for its Ordinary Shares
that are senior to the rights of the Holders set forth in this Section 2(d).


 


3.   Registration
Procedures.


 


In connection with the Company’s
registration obligations hereunder, the Company shall:


 


(a)   Not
less than five (5) Business Days prior to the filing of each Registration Statement and not less than one (1) Business Day prior to the
filing of any related Prospectus or any amendment or supplement thereto (other than those incorporated or deemed to be incorporated therein
by reference), the Company shall furnish to each Holder copies of all such documents proposed to be filed, which documents will be subject
to the review of such Holders. The Company shall not file a Registration Statement or Prospectus or any amendments or supplements thereto
to which the Holders of a majority of the Registrable Securities shall reasonably object in good faith; provided that the Company
is notified of such objection in writing no later than five (5) Business Days after the Holders have been so furnished copies of a Registration
Statement or one (1) Business Day after the Holders have been so furnished copies of any related Prospectus or amendments or supplements
to a Registration Statement or Prospectus. Each Holder agrees to furnish to the Company a completed questionnaire in the form attached
to this Agreement as Annex B (a “Selling Stockholder Questionnaire”) on a date that is not less than
two (2) Business Days prior to the Filing Date or by the end of the fourth (4th) Business Day following the date on which such Holder
receives draft materials in accordance with this Section.


 






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(b)   (i)
Prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the Prospectus
used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable Registrable
Securities for the Effectiveness Period, (ii) prepare and file with the Commission as promptly as practicable any additional Registration
Statements as may be necessary in order to register for resale under the 1933 Act all of the Registrable Securities, (iii) cause any related
Prospectus to be amended or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented
or amended, to be filed pursuant to Rule 424, (iv) respond as promptly as reasonably possible to any comments received from the Commission
with respect to a Registration Statement or any amendment thereto, and (v) comply in all material respects with the provisions of the
1933 Act and the 1934 Act with respect to the disposition of all Registrable Securities covered by a Registration Statement during the
applicable period in accordance (subject to the terms of this Agreement) with the intended methods of disposition by the Holders thereof
set forth in such Registration Statement as so amended or in such Prospectus as so supplemented.


 


(c)   Notify
the Holders of Registrable Securities to be sold (which notice shall, pursuant to clauses (iii) through (vi) hereof, be accompanied by
an instruction to suspend the use of the Prospectus (entirely or in a particular jurisdiction, as the case may be) until the requisite
changes have been made) as promptly as reasonably possible (and, in the case of (i)(A) below, not less than one (1) Business Day prior
to such filing) and (if requested by any such Person) confirm such notice in writing no later than one (1) Business Day following the
day: (i)(A) when a Prospectus or any Prospectus supplement or post-effective amendment to a Registration Statement is proposed to be filed,
(B) when the Commission notifies the Company whether there will be a “review” of such Registration Statement and whenever
the Commission comments in writing on such Registration Statement, and (C) with respect to a Registration Statement or any post-effective
amendment, when the same has become effective; (ii) of any request by the Commission or any other federal or state governmental authority
for amendments or supplements to a Registration Statement or Prospectus or for additional information; (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement covering
any Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption from qualification of any Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose; (v) of the occurrence of any event or passage of time that makes
the financial statements included in a Registration Statement ineligible for inclusion therein or any statement made in a Registration
Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect
or that requires any revisions to a Registration Statement, Prospectus or other documents so that, in the case of a Registration Statement
or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading; and (vi) of the occurrence or existence of any pending corporate development with respect to the Company that the Company
believes may be material and that, in the determination of the Company, makes it not in the best interest of the Company to allow continued
availability of a Registration Statement or Prospectus (a “Suspension Period”), provided that the Company
shall excise any information contained in any such notice to the extent that such information would constitute material, non-public information
regarding the Company or any of its subsidiaries; and provided further, that during any one hundred eighty (180) day period such
Suspension Periods shall not exceed an aggregate of forty-five (45) days.


 






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(d)   Use
its commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal as soon as reasonably practicable of
(i) any order stopping or suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any jurisdiction.


 


(e)   Subject
to the terms of this Agreement, consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling
Holders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement
thereto, except after the giving of any notice pursuant to Section 3(c) until the delivery of the Advice contemplated by Section 7(b).


 


(f)   Cooperate
with any broker-dealer through which a Holder proposes to resell its Registrable Securities in effecting a filing with the FINRA Corporate
Financing Department pursuant to FINRA Rule 5110, as requested by any such Holder.


 


(g)   Upon
the occurrence of any event contemplated by Section 3(c), as promptly as reasonably possible under the circumstances taking into account
the Company’s good faith assessment of any adverse consequences to the Company and its shareholders of the premature disclosure
of such event, prepare a supplement or amendment, including a post-effective amendment, to a Registration Statement or a supplement to
the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such Prospectus will contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading.


 


(h)   When
and as required for purposes of filing or updating any Registration Statement, require each selling Holder to furnish to the Company a
certified statement as to the number of Ordinary Shares beneficially owned by such Holder and the natural persons thereof that have voting
and dispositive control over the shares. In the event of the failure by such Holder to comply with the Company’s request within
fifteen (15) days from the date of such request, the Company shall be permitted to exclude such Holder from such Registration Statement,
without being subject to the payment of liquidated damages to such Holder. At such time that such Holder complies with the Company’s
request, the Company shall use its commercially reasonable efforts to include such Holder on such Registration Statement.


 






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(i)   In
connection with the preparation and filing of each Registration Statement registering Registrable Securities under the 1933 Act, and before
filing any such Registration Statement or any other document in connection therewith, give the participating Holders of Registrable Securities
and their respective counsel, the opportunity to (i) review any such Registration Statement, each prospectus included therein or filed
with the Commission, each amendment thereof or supplement thereto and any other document to be filed, including the Company’s response
to Commission comments, and (ii) provide comments to such documents if necessary to cause the description relating to such Holders to
be accurate.


 


(j)   Register
the Registrable Securities on Form S-3 if the Company is then eligible to register the Registrable Securities for resale on such form.
In the event that Form S-3 is not available for the registration of the resale of Registrable Securities, the Company shall (i) register
the resale of the Registrable Securities on Form S-1 and (ii) undertake to register the Registrable Securities on Form S-3 as soon as
such form is available, provided that the Company shall maintain the effectiveness of any Registration Statement then in effect
until the earlier of (x) such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective
by the Commission and (y) there are no Secured Notes or Registrable Securities then outstanding.


 


(k)   Furnish
to each Holder, without charge, (i) at least one (1) conformed copy of each Registration Statement and each amendment thereto and all
exhibits to the extent requested by such Holder (excluding those previously furnished or incorporated by reference) promptly after the
filing of such documents with the Commission, except if such documents are available on EDGAR; and (ii) as many copies of each Prospectus
or Prospectuses (including without limitation each form of prospectus) and each amendment or supplement thereto as such Holder may reasonably
request.


 


(l)   Cooperate
with the Holders to facilitate the timely preparation and delivery of certificates representing or evidence of uncertificated shares evidencing
Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which shall be free of all restrictive legends
and issued in such denominations and registered in such names as any such Holder may request.


 


(m)   Provide
and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement.


 


(n)   Use
its commercially reasonable efforts to cause all Registrable Securities covered by the Registration Statement to be listed on each securities
exchange on which identical securities issued by the Company are then listed.


 


(o)    If
necessary, use its commercially reasonable efforts to provide a CUSIP number for the Registrable Securities.


 






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(p)   If
requested by a Holder, the Company shall (i) as soon as practicable, file a prospectus supplement or post-effective amendment containing
such information as any Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities
by such Holder, including information with respect to the number of Registrable Securities being offered or sold, the purchase price being
paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering.


 


(q)   Prior
to any public offering of Registrable Securities, use its commercially reasonable efforts to register or qualify or cooperate with the
selling Holders in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or blue sky laws of all jurisdictions within the United States that the selling Holders
request in writing be covered, to keep each such registration or qualification (or exemption therefrom) effective during the applicable
Effectiveness Period and to do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions
of the Registrable Securities covered by any Registration Statement; provided, that the Company will not be required to qualify
generally to do business in any jurisdiction where it is not then so qualified or to become subject to any material tax in any such jurisdiction
where it is not then so subject.


 


(r)   If
any Holder is required under applicable securities law to be described as an “underwriter” in a Registration Statement filed
at the request of the Holders pursuant to Section 2(b), furnish to such Holder, on the date of the effectiveness of such Registration
Statement and thereafter from time to time on such dates as such Holder may reasonably request, (i) a letter, dated such date, from the
Company’s independent certified public accountants in form and substance as is customarily given by independent certified public
accountants to underwriters in an underwritten public offering, addressed to such Holder, and (ii) an opinion, dated as of such date,
of external counsel representing the Company for purposes of such Registration Statement, in form, scope and substance as is customarily
given in an underwritten public offering, addressed to such Holder.


 


(s)   If
any Investor is required under applicable securities law to be described as an “underwriter” in a Registration Statement filed
at the request of the Holders pursuant to Section 2(b), in connection with such Investor’s due diligence requirements, if any, make
available for inspection by (i) such Holder and its legal counsel and (ii) one firm of accountants or other agents retained the Holders
(collectively, the “Inspectors”), all pertinent financial and other records, and pertinent corporate documents
and properties of the Company (collectively, the “Records”), as shall be reasonably deemed necessary by each
such Holder solely for the purpose of establishing a due diligence defense under underwriter liability under the 1933 Act, and cause the
Company’s officers, directors and employees to supply all information that any Inspector may reasonably request; provided,
however, that each Inspector shall agree to hold in strict confidence and shall not make any disclosure (except to such Holders)
or use of any Record or other information which the Company determines in good faith to be confidential, and of which determination the
Inspectors are so notified, unless (a) the disclosure of such Records is necessary to avoid or correct a misstatement or omission in any
Registration Statement or is otherwise required under the 1933 Act, (b) the release of such Records is ordered pursuant to a final, non-appealable
subpoena or order from a court or government body of competent jurisdiction, or (c) the information in such Records has been made generally
available to the public other than by disclosure in violation of this Agreement. Each Holder agrees that it shall, upon learning that
disclosure of such Records is sought in or by a court or governmental body of competent jurisdiction or through other means, give prompt
notice to the Company and allow the Company, at its expense, to undertake appropriate action to prevent disclosure of, or to obtain a
protective order for, the Records deemed confidential. Nothing herein (or in any other confidentiality agreement between the Company and
any Holder) shall be deemed to limit the Holders’ ability to sell Registrable Securities in a manner which is otherwise consistent
with applicable laws and regulations.


 






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(t)   Use
its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission in connection with any registration
hereunder.


 


4.   Registration
Expenses. All fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by
the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to
in the foregoing sentence shall include, without limitation: (i) all registration and filing fees (including, without limitation, fees
and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the Commission,
(B) with respect to filings required to be made with any trading market on which the Ordinary Shares are then listed for trading, (C)
related to compliance with applicable state securities and blue sky laws, and (D) incurred in connection with the submission of any filing
with FINRA; (ii) printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities and of
printing Prospectuses); (iii) fees and disbursements of one counsel selected by the Holders, which fees and disbursements shall neither
exceed $75,000 in the aggregate nor include any amounts incurred in connection with the filing of the initial Registration Statement or
the negotiation of this Agreement; and (iv) fees and expenses of all other Persons retained by the Company in connection with the consummation
of the transactions contemplated by this Agreement. In no event shall the Company be responsible for any broker or similar commissions
or other expenses of any Holder.


 


5.   Indemnification.


 


(a)   Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder of Registrable
Securities, the directors, officers, partners, members, shareholders, agents and employees of each such Holder, each Person who controls
any Holder (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act), and the directors and officers, of such controlling
Persons, (collectively, the “Indemnitees”), to the fullest extent permitted by applicable law, from and against
any and all Proceedings, causes of action, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith
(irrespective of whether any such Indemnitee is a party to the Proceeding for which indemnification hereunder is sought), and including
reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee
as a result of, or arising out of, or relating to (i) any untrue or alleged untrue statement of a material fact contained in a Registration
Statement, any Prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements
therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading
or (ii) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act, or any state securities law, or any rule or regulation
thereunder, in connection with the performance of its obligations under this Agreement, except to the extent, but only to the extent,
that (A) such untrue statements or omissions are based upon information regarding such Holder furnished in writing to the Company by such
Holder expressly for use therein, or to the extent that such information relates to such Holder or such Holder’s proposed method
of distribution of Registrable Securities or (B) the Holder used an outdated or defective Prospectus which the Company had previously
notified such Holder was outdated or defective pursuant to Sections 3(c)(iii)-(vi) and for which the Company had not yet provided the
Advice contemplated in Section 7(b), but only to the extent that following the receipt of the Advice the misstatement or omission giving
rise to such Loss would have been corrected. The Company shall notify the Holders promptly of the institution, threat or assertion of
any Proceeding arising from or in connection with the transactions contemplated by this Agreement of which the Company is aware. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee and shall survive
the transfer of any Registrable Securities by any of the Holders in accordance with Section 7(3).


 






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(b)   Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents
and employees, each Person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the 1934 Act),
and the directors and officers of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Indemnified
Liabilities, as incurred, to the extent arising out of or based solely upon: (i) such Holder’s failure to comply with the prospectus
delivery requirements of the 1933 Act or (ii) any untrue or alleged untrue statement of a material fact contained in any Registration
Statement, any Prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to
any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading (A) to the extent,
but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by such Holder
to the Company expressly for inclusion in such Registration Statement or such Prospectus or (B) to the extent, but only to the extent,
that such information relates to such Holder’s information provided in the Selling Stockholder Questionnaire or the proposed method
of distribution of Registrable Securities set forth in such Prospectus or in any amendment or supplement thereto or (C) the use by such
Holder of an outdated or defective Prospectus after the Company has notified such Holder in writing that the Prospectus is outdated or
defective and prior to the receipt by such Holder of the Advice contemplated in Section 7(b), but only to the extent that following the
receipt of the Advice the misstatement or omission giving rise to such Loss would have been corrected. In no event shall the liability
of any selling Holder hereunder be greater in amount than the dollar amount of the net proceeds actually received by such Holder upon
the sale of the Registrable Securities giving rise to such indemnification obligation.


 


(c)   Conduct
of Indemnification Proceedings.


 


(i)   If
any Proceeding shall be brought or asserted against any Indemnitee or the Company (an “Indemnified Party”),
such Indemnified Party shall promptly notify the Person from whom indemnity is sought (the “Indemnifying Party”)
in writing, and the Indemnifying Party shall have the right to assume the defense thereof, including the employment of counsel reasonably
satisfactory to the Indemnified Party and the payment of all fees and expenses incurred in connection with defense thereof; provided,
that the failure of any Indemnified Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities
pursuant to this Agreement, except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure shall have materially prejudiced the Indemnifying Party.


 


(ii)   An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (A) the Indemnifying Party
has agreed in writing to pay such fees and expenses, (B) the Indemnifying Party shall have failed promptly to assume the defense of such
Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (C) the named parties to
any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, and counsel to the
Indemnified Party shall reasonably believe that a conflict of interest is likely to exist if the same counsel were to represent such Indemnified
Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to
employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense
thereof and the reasonable fees and expenses of no more than one (1) separate counsel and one (1) local counsel (if necessary) shall be
at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding effected
without its written consent, which consent shall not be unreasonably withheld or delayed. No Indemnifying Party shall, without the prior
written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect of which any Indemnified Party is
a party, unless such settlement (i) involves only the payment of monetary settlement amounts, (ii) includes an unconditional release of
such Indemnified Party from all liability on claims that are the subject matter of such Proceeding and (iii) does not include any admission
as to fault on the part of the Indemnified Party.


 






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(iii)   Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses to the
extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with this Section)
shall be paid to the Indemnified Party, as incurred, within ten (10) Business Days of written notice thereof to the Indemnifying Party;
provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such fees and expenses
applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction (which determination
is not subject to appeal or further review) not to be entitled to indemnification hereunder.


 


(d)   Contribution.


 


(i)   If
the indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless
for any Indemnified Liabilities, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party,
in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with
the actions, statements or omissions that resulted in such Indemnified Liabilities as well as any other relevant equitable considerations.
The relative fault of such Indemnifying Party and Indemnified Party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material
fact, has been taken or made by, or relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount
paid or payable by a party as a result of any Indemnified Liabilities shall be deemed to include, subject to the limitations set forth
in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding
to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was
available to such party in accordance with its terms.


 


(ii)   The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata
allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately
preceding paragraph. Notwithstanding the provisions of this Section 5(d), no Holder shall be required to contribute, in the aggregate,
any amount in excess of the amount by which the net proceeds actually received by such Holder from the sale of such Holder’s Registrable
Securities pursuant to such Registration Statement or Prospectus giving rise to such contribution obligation exceeds the amount of any
damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. Each Holder’s obligations to contribute pursuant to this Section 5(d) are several and not joint. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


(e)   Remedies
Not Exclusive. The indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying
Parties may have to the Indemnified Parties.


 


6.   Public
Information Requirement. With a view to making available to the Holders the benefits of Rule 144, for so long as any Secured
Notes or Registrable Securities remain outstanding the Company agrees to (i) make and keep public information available, as those
terms are understood and defined in Rule 144, for so long as any Holder holds Secured Notes
or Registrable Securities, and (ii) file with the Commission in a timely manner all reports and other documents required of the Company
under the 1934 Act, during the Effectiveness Period, and (iii) furnish to each Holder of Secured
Notes or Registrable Securities, promptly upon request during the Effectiveness Period, a written statement by the Company, if
true, that the Company has complied with the reporting requirements of the 1934 Act.


 






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7.   Miscellaneous.


 


(a)   Compliance.
Each Holder acknowledges its obligation to comply with U.S. securities laws in respect of any resale of Registrable Securities, and covenants
and agrees that any transfers of Exchange Shares (but not, to avoid doubt, transfers of the Secured
Notes or the Term Loans (as defined in the Loan Agreement)) by such Holder, if not made pursuant to and in accordance with the
Registration Statement or pursuant to and in accordance with Rule 144, shall be made by first transferring such Exchange Shares to an
account in the name of the Holder (or its transferee) at the Transfer Agent so that a customary restrictive legend reasonably satisfactory
to the Holder may be associated with such Exchange Shares. Each Holder further covenants and agrees that it will comply with the prospectus
delivery requirements of the 1933 Act as applicable to it in connection with sales of Registrable Securities pursuant to a Registration
Statement.


 


(b)   Discontinued
Disposition. By its acquisition of Registrable Securities, each Holder agrees that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(c)(iii) through (vi), such Holder will forthwith discontinue disposition of
such Registrable Securities under a Registration Statement and suspend the use of the applicable Prospectus until such Holder is advised
in writing (the “Advice”) by the Company that the use of the applicable Prospectus (as it may have been supplemented
or amended) may be resumed. The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed,
and to provide notice thereof, as promptly as is practicable thereafter.


 


(c)   Amendments
and Waivers. The provisions of this Agreement may be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may be given, and shall be in writing and signed by the Company and the Holders of a majority of the Registrable
Securities (including for this purpose the Secured Notes on an as exchanged basis) then outstanding.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively
to the rights of a Holder or some Holders and that does not directly or indirectly affect the rights of other Holders may be given by
such Holder or Holders of all of the Registrable Securities to which such waiver or consent relates; provided, however,
that the provisions of this sentence may not be amended, modified, or supplemented except in accordance with the provisions of the first
sentence of this Section 7(c).


 


(d)   Notices.
 Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be delivered as set
forth in the Loan Agreement.


 


(e)   Successors
and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the
parties and shall inure to the benefit of each Holder. The Company may not assign its rights or obligations hereunder without the prior
written consent of the Holders of a majority of the then outstanding Registrable Securities (including for this purpose the Secured
Notes on an as exchanged basis). The rights under this Agreement shall be automatically assigned by the Holder to any transferee
of all or any portion of such Holder’s Registrable Securities. Notwithstanding anything in this Agreement to the contrary, no Registration
Default will be deemed to have occurred with regard to any Registrable Securities held by any transferee prior to the date that is 10
Business Days after such transferee notifies the Company of its acquisition of Registrable Securities and provides any information and
documentation reasonably requested by the Company for the registration of such Registrable Securities pursuant to this Agreement.


 






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(f)   No
Inconsistent Agreements. Neither the Company nor any of its Subsidiaries or affiliates has entered, as of the date hereof, nor shall
the Company or any of its Subsidiaries, on or after the date of this Agreement, enter into any agreement with respect to its securities,
that would have the effect of impairing the rights granted to the Holders in this Agreement or otherwise conflict with the provisions
hereof.


 


(g)   Execution
and Counterparts. This Agreement may be executed in several counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it
being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


(h)   Governing
Law; Disputes.


 


(i)   THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Any legal suit, action or proceeding
arising out of or based upon this Agreement or the transactions contemplated hereby (“Related Proceedings”)
may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or
the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “Specified
Courts”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard
to the enforcement of a judgment of any such court (a “Related Judgment”), as to which such jurisdiction is
non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such
party’s address set forth below shall be effective service of process for any suit, action or other proceeding brought in any such
court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit,
action or other proceeding brought in any such court has been brought in an inconvenient forum. With respect to any Related Proceeding,
each party irrevocably waives, to the fullest extent permitted by applicable law, all immunity (whether on the basis of sovereignty or
otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise
be entitled in the Specified Courts, and with respect to any Related Judgment, each party waives any such immunity in the Specified Courts
or any other court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of
any such Related Proceeding or Related Judgment, including, without limitation, any immunity pursuant to the United States Foreign Sovereign
Immunities Act of 1976, as amended. THE COMPANY, THE ISSUER AND THE BUYERS EACH HEREBY IRREVOCABLY WAIVE ANY RIGHT THEY MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY.


 






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(ii)   The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of
strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability
of a more general representation or warranty. Each and every reference to share prices, Exchange Shares and any other numbers in this
Agreement that relate to the Exchange Shares shall be automatically adjusted for any share splits, share dividends, share combinations,
recapitalizations or other similar transactions that occur with respect to the Exchange Shares after the date of this Agreement. Notwithstanding
anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein shall constitute a representation or
warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement to borrow, identification of the availability
of, and/or securing of, securities of the Company in order for such Buyer (or its broker or other financial representative) to effect
short sales or similar transactions in the future.


 


(iii)   Each
Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each Holder of securities, shall have all rights
and remedies set forth in the Loan Documents and all rights and remedies which such holders have been granted at any time under any other
agreement or contract and all of the rights which such holders have under any law. Any person having any rights under any provision of
this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by
reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes
that in the event that it or any subsidiary fails to perform, observe, or discharge any or all of its or such subsidiary’s (as the
case may be) obligations under the Loan Documents, any remedy at law would be inadequate relief to the Buyers. The Company and the Issuer
therefore agree that the Buyers shall be entitled to specific performance and/or temporary, preliminary and permanent injunctive or other
equitable relief from any court of competent jurisdiction in any such case without the necessity of proving actual damages and without
posting a bond or other security. The remedies provided in this Agreement and the Loan Documents shall be cumulative and in addition to
all other remedies available under this Agreement and the Loan Documents, at law or in equity (including a decree of specific performance
and/or other injunctive relief).


 


(i)   Severability.
In the event any provision of this Agreement shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity,
legality or enforceability of the remaining provisions shall not in any way be affected or impaired.


 


(j)   Headings;
Interpretation. The headings in this Agreement are for convenience only, do not constitute a part of the Agreement and shall not be
deemed to limit or affect any of the provisions hereof. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Agreement
instead of just the provision in which they are found.


 


(k)   Independent
Nature of Holders’ Obligations and Rights. The obligations of each Holder hereunder are several and not joint with the obligations
of any other Holder hereunder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder
hereunder. Nothing contained herein or in any other agreement or document delivered at any closing, and no action taken by any Holder
pursuant hereto or thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind
of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group or entity with respect to
such obligations or the transactions contemplated by this Agreement or any other matters, and the Company and the Issuer each acknowledge
that the Holders are not acting in concert or as a group, and the Company and the Issuer shall not assert any such claim, with respect
to such obligations or transactions. Each Holder shall be entitled to protect and enforce its rights, including without limitation the
rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding
for such purpose. The use of a single agreement with respect to the obligations of the Company was done solely for the convenience of
the Company and not because it was required or requested to do so by any Holder. It is expressly understood and agreed that each provision
contained in this Agreement is between the Company and a Holder, solely, and not between the Company and the Holders collectively and
not between and among Holders.


 


[Signature Pages Follow]


 




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In
Witness Whereof, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	Gamida Cell Ltd.
	 	 
	 	By:	/s/ Shai Lankry
	 	Name: 	Shai Lankry
	 	Title:	Chief Financial Officer
	 	 	 
	 	Gamida Cell Inc.
	 	 
	 	By:	/s/ Abigail L. Jenkins
	 	Name: 	Abigail L. Jenkins
	 	Title:	President and Chief Executive Officer



 


[REMAINDER OF PAGE INTENTIONALLY
BLANK; SIGNATURE PAGES FOR BUYERS FOLLOW]


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


In
Witness Whereof, the parties have executed this Registration Rights Agreement as of the date first written above.


 


	 	BUYER:
	 	 
	 	Highbridge Tactical Credit Master Fund, L.P.
	 	 
	 	By: Highbridge Capital Management, LLC, as Trading Manager 
	 	 
	 	By:	/s/ Jonathan Segal
	 	Name: 	Jonathan Segal
	 	Title:	Managing Director, Co-Chief Investment Officer



 


[Signature Page to Registration Rights Agreement]