Exhibit 2.2
From:
TheSellers.
| | |
| | To: |
| |
| | Sangamo Therapeutics, Inc. |
| | 501 Canal Blvd, |
| | Richmond |
| | CA 94804 |
| | United States of America |
October 1st, 2018
Amendment agreement to the SPA (the “Amendment Agreement”)
Dear Sirs,
Reference is made to the Share Purchase Agreement dated July 20, 2018 (the “SPA”), by and between the undersigned shareholders (the “Sellers”) of TxCell S.A., a French société anonyme having its registered office located at Les Cardoulines, allée de la Nertière, Sophia-Antipolis 06560, Valbonne (France), incorporated with the Grasse trade and companies registry under number 435 361 209 R.C.S. (the “Company”) and Sangamo Therapeutics, Inc., a company incorporated in the State of Delaware, whose head office is located at 501 Canal Blvd, Richmond, CA 94804, U.S.A.
Unless otherwise defined herein, capitalized terms used in this Amendment Agreement shall bear the same meaning as the one ascribed to them in the SPA.
| | 1. | The Parties identified a material error in the SPA since the shares referred to in the SPA as being held by Belsize Asset Management GmbH are actually held by Mr. Gilbert Gerber. |
As a consequence of such material error, the Sellers hereby confirm that any reference made in the SPA to Belsize Asset Management GmbH shall be deemed made to Mr. Gilbert Gerber, who shall therefore be substituted with Belsize Asset Management GmbH in all its rights, liabilities and obligations arising from the SPA as from the date of the SPA.
| | 2. | The Sellers hereby agree that Exhibit B (Purchase Price) of the SPA shall be deemed replaced by the funds flow attached hereto asAppendix 1. |
| | 3. | The Sellers hereby agree to amend Article 2.3(b) of the SPA by inserting the following paragraph at the end of Article 2.3(b): |
“(vii) satisfactory evidence that the Company (A) has sent, prior to the Closing Date, a redemption request to YA II PN, Ltd. for the redemption of 28 convertible notes held by YA II PN, Ltd., in accordance with the provisions of the agreement dated June 17, 2016 for the issuance of and subscription to warrants giving access to notes convertible into shares with share subscription warrants attached, as amended from time to time, and (B) has actually fully repaid such 28 convertible notes.”
| | 4. | With respect to paragraphs (v) and (vi) of Article 2.3(b) and Article 6.5, the Company provided the Purchaser with the certificate attached hereto asAppendix 2 regarding the current status of the relevant authorizations and declarations. |
