Full Press Release Details
SHARE PURCHASE AGREEMENT
This SHARE PURCHASE AGREEMENT
(this "Agreement") is made as of May 23, 2023, by and among (i) Kamada Ltd., a company organized under the laws of
the State of Israel, registration number 51-1524605 (the "Company"), and (ii) FIMI Opportunity 7, L.P., a limited
partnership formed under the laws of the State of Delaware ("FIMI Delaware"), and FIMI Israel Opportunity 7, Limited
Partnership, a limited partnership formed under the laws of the State of Israel, either directly or through a wholly owned entity ("FIMI
Israel" and together with FIMI Delaware, the "Purchaser").
WHEREAS, the Company desires
to issue and sell, and the Purchaser desires to purchase from the Company, the Closing Shares (as defined below), pursuant to the terms
and subject to the conditions set forth herein; and
NOW, THEREFORE, in consideration
of the mutual promises and covenants set forth herein, the parties hereto (each, a "Party" and, together, the "Parties")
The Company hereby represents
and warrants to the Purchaser as of the date hereof, and acknowledges that the Purchaser is entering into this Agreement in reliance
thereon, as follows:
As of March 31, 2023:
(i) 1,040,179 Ordinary Shares are reserved for issuance under the Company's 2011 Israeli Share Award Plan, as amended (the "Option
Plan"), and (ii) 3,091,233 Ordinary Shares are subject to outstanding options under the Option Plan, of which options to purchase
1,316,292 Ordinary Shares were vested as of such date, and 12,457 restricted share units were outstanding under the Option Plan.
options and other equity awards issued pursuant to the Option Plan, (i) each grant of an option and other equity award was duly authorized
by the Board or the Company's Compensation Committee in accordance with Applicable Law no later than the grant date thereof, (ii)
each grant was made in all material respects in accordance with the terms of the Option Plan and all Applicable Laws, including applicable
securities laws, (iii) the Option Plan is the only plan or program the Company maintains under which outstanding options to acquire Ordinary
Shares, options or other compensatory equity-based awards have been or may be granted, (iv) the Company has made available to Purchaser
or to its counsel true, correct and complete copies of the Option Plan and the forms of option agreements and other equity award agreements
executed thereunder, (v) there is no agreement, arrangement or understanding (written or oral) to amend, modify or supplement such option
agreements and other equity award agreements, and (vi) each grant was properly accounted for in all material respects in accordance with
International Financial Reporting Standards ("IFRS") in the financial statements (including the related notes) of
herein and as arising under this Agreement, there are no other shares, convertible or other securities, outstanding warrants, options,
or other rights to subscribe for, purchase, or acquire from the Company any securities of the Company, or under which the Company is,
or may become, obligated to issue any securities.
"Company's Knowledge," "to the Knowledge of the Company" or words of similar import shall mean, with respect
to the Company, the actual knowledge, after reasonable inquiry, of Amir London and Chaime Orlev, with respect to each, in the ordinary
course of performing his duties for the Company, it being understood that such reasonable inquiry shall not require any such individual
to contact or request any information from any person that is not an employee of the Company or its Subsidiaries.
Course of Business" means all activities conducted by Company and its Subsidiaries in the ordinary course of their businesses
consistent with past practice.
For purposes hereof,
the term "Environmental Laws" shall mean any Applicable Law, treaty, judicial decision, regulation, rule, judgment,
order, decree, injunction, restriction or requirement prescribed by governmental or local authorities or any agreement of the Company
or any of its Subsidiaries with any governmental or local authority now in effect relating to human health and safety, the environment,
recycling, or to pollutants, contaminants, wastes or chemicals or any toxic, radioactive, ignitable, corrosive, reactive or otherwise
hazardous substances, wastes or materials.
this Agreement, "Related Party" means any person or entity who is an "Interested Party" ("
"), or a "Relative" (" ")
of an "Interested Party" or of a "Relative" thereof, as such terms are defined in the Companies Law.
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.
THESE SECURITIES MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY.
If to the Purchaser:
Alon Tower 2, 94 Yigal
Tel-Aviv 6789139, Israel
Attn.: Chief Executive Officer
With a copy to (which shall not constitute a notice):
Sharon Amir, Adv.; Tuvia Geffen, Adv., Adi Lahat, Adv.
Naschitz, Brandes, Amir & Co.
Tel-Aviv 6789717 Israel
Facsimile: +972-3-623-5021
Email: samir@nblaw.com; tgeffen@nblaw.com;
Fax: ________________
Attn.: Chief Financial Officer
With a copy to (which shall not constitute a notice):
Email: rtepper@fbclawyers.com
or such other address
with respect to a Party as such Party shall notify each other Party in writing as above provided.
[Remainder of Page Left Intentionally Blank]
IN WITNESS WHEREOF the Parties have signed this
Share Purchase Agreement as of the date first hereinabove set forth.
| Company : | ||
| Kamada Ltd. | ||
| By: | ||
| Name: | ||
| Title: |
| FIMI Opportunity 7, L.P. | FIMI Israel Opportunity 7, Limited Partnership | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: |
[Signature Page to Share Purchase Agreement]
Purchaser Allocation
| Name | Purchase Price | Shares | ||||||
| FIMI Opportunity 7, L.P. | $ | 23,328,000 | 4,911,158 | |||||
| FIMI Israel Opportunity 7, Limited Partnership | $ | 36,672,000 | 7,720,421 | |||||
| $ | 60,000,000 | 12,631,579 |