Common use of APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS Clause in Contracts

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 9 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up Up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND HOLDERSAND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 20 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 25 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 26 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 27 Section 4.11 Changes Affecting Deposited Securities 31 29 Section 4.12 Available Information 32 30 Section 4.13 Reports 32 30 Section 4.14 List of Holders 33 31 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).31

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 9 Section 2.1 Appointment of Depositary 7 9 Section 2.2 Form and Transferability of ADSs 7 9 Section 2.3 Deposit of Shares 9 11 Section 2.4 Registration and Safekeeping of Deposited Securities 11 13 Section 2.5 Issuance of ADSs 11 13 Section 2.6 Transfer, Combination and Split-up of ADRs 12 14 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 15 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 16 Section 2.9 Lost ADRs, etc 15 17 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 17 Section 2.11 Escheatment 15 17 Section 2.12 Partial Entitlement ADSs 15 18 Section 2.13 Certificated/Uncertificated ADSs 16 18 Section 2.14 Restricted ADSs 17 20 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 21 Section 3.1 Proofs, Certificates and Other Information 19 21 Section 3.2 Liability for Taxes and Other Charges 20 22 Section 3.3 Representations and Warranties on Deposit of Shares 20 23 Section 3.4 Compliance with Information Requests 20 23 Section 3.5 Ownership Restrictions 21 24 Section 3.6 Reporting Obligations and Regulatory Approvals 21 24 ARTICLE IV THE DEPOSITED SECURITIES 21 24 Section 4.1 Cash Distributions 21 24 Section 4.2 Distribution in Shares 22 25 Section 4.3 Elective Distributions in Cash or Shares 23 26 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 27 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 29 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 30 Section 4.7 Redemption 27 30 Section 4.8 Conversion of Foreign Currency 28 31 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 9 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 12 Section 2.9 Lost ADRs, etc 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 13 Section 2.11 Escheatment 15 13 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 14 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND HOLDERSAND BENEFICIAL OWNERS OF ADSs 19 17 Section 3.1 Proofs, Certificates and Other Information 19 17 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 18 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals 21 19 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 20 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 25 Section 4.7 Redemption 27 25 Section 4.8 Conversion of Foreign Currency 28 26 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 27 Section 4.11 Changes Affecting Deposited Securities 31 29 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 32 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 20 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions 21 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 Distributions. 20 Section 4.2 Distribution in Shares 22 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 25 Section 4.7 Redemption 27 Redemption. 25 Section 4.8 Conversion of Foreign Currency 28 Currency. 25 Section 4.9 Fixing of ADS Record Date 29 Date. 26 Section 4.10 Voting of Deposited Securities 29 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 31 Securities. 28 Section 4.12 Available Information 32 Information. 29 Section 4.13 Reports 32 Reports. 29 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Holders. 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary Depositary. 7 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities Securities. 11 Section 2.5 Issuance of ADSs ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc etc. 14 Section 2.9 Lost ADRs, etc etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records Records. 15 Section 2.11 Escheatment Escheatment. 15 Section 2.12 Partial Entitlement ADSs 15 ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs ADSs. 16 Section 2.14 Restricted ADSs 17 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information Information. 19 Section 3.2 Liability for Taxes and Other Charges Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares Shares. 20 Section 3.4 Compliance with Information Requests 20 Requests. 21 Section 3.5 Ownership Restrictions Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 Distributions. 22 Section 4.2 Distribution in Shares 22 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form Form. 27 Section 4.7 Redemption Redemption. 27 Section 4.8 Conversion of Foreign Currency Currency. 28 Section 4.9 Fixing of ADS Record Date Date. 29 Section 4.10 Voting of Deposited Securities Securities. 29 Section 4.11 Changes Affecting Deposited Securities Securities. 31 Section 4.12 Available Information Information. 32 Section 4.13 Reports Reports. 32 Section 4.14 List of Holders 33 Holders. 32 Section 4.15 Taxation 33 Taxation. 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Registrar. 34 Section 5.2 Exoneration Exoneration. 34 Section 5.3 Standard of Care Care. 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary Depositary. 36 Section 5.5 The Custodian Custodian. 37 Section 5.6 Notices and Reports 38 Reports. 37 Section 5.7 Issuance of Additional Shares, ADSs etc ADSs, etc. 38 Section 5.8 Indemnification Indemnification. 39 Section 5.9 ADS Fees and Charges Charges. 40 Section 5.10 Pre-Release Transactions Transactions. 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement Supplement. 42 Section 6.2 Termination Termination. 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts Counterparts. 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 . 44 Section 7.3 Severability 45 Severability. 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Effect. 44 Section 7.5 Notices Notices. 45 Section 7.6 Governing Law and Jurisdiction Jurisdiction. 46 Section 7.7 Assignment 48 Assignment. 47 Section 7.8 Compliance with U.S. Securities Laws 48 Laws. 47 Section 7.9 English Mexican Law References References. 48 Section 7.10 Relationship between the Company and Holders and Beneficial Owners. 48 Section 7.11 Titles and References References. 48 Section 7.12 Amendment and Restatement. 49 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 20182016, by and among (i) Realm Therapeutics plcAMÉRICA MÓVIL, S.A.B. DE C.V., a public limited company incorporated organized under the laws of England and Walesthe United Mexican States, and its successors (the “Company”)successors, (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”)hereunder, and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 with Custodian 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).17

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary Depositary. 7 Section 2.2 Form and Transferability of ADSs 7 ADSs. 8 Section 2.3 Deposit of Shares Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities Securities. 11 Section 2.5 Issuance of ADSs ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc etc. 14 Section 2.9 Lost ADRs, etc etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records Records. 15 Section 2.11 Escheatment 15 Escheatment. 16 Section 2.12 Partial Entitlement ADSs 15 ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs ADSs. 16 Section 2.14 Restricted ADSs 17 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information Information. 19 Section 3.2 Liability for Taxes and Other Charges Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares Shares. 20 Section 3.4 Compliance with Information Requests 20 Requests. 21 Section 3.5 Ownership Restrictions Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 Distributions. 22 Section 4.2 Distribution in Shares 22 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form Form. 27 Section 4.7 Redemption Redemption. 27 Section 4.8 Conversion of Foreign Currency Currency. 28 Section 4.9 Fixing of ADS Record Date Date. 29 Section 4.10 Voting of Deposited Securities Securities. 29 Section 4.11 Changes Affecting Deposited Securities Securities. 31 Section 4.12 Available Information 32 Information. 31 Section 4.13 Reports Reports. 32 Section 4.14 List of Holders 33 Holders. 32 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Taxation. 32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary Depositary. 7 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc etc. 14 Section 2.9 Lost ADRs, etc etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records Records. 15 Section 2.11 Escheatment Escheatment. 15 Section 2.12 Partial Entitlement ADSs ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs ADSs. 16 Section 2.14 Restricted ADSs ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 20 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests Requests. 20 Section 3.5 Ownership Restrictions 21 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV Approvals. 20 THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions Distributions. 21 Section 4.2 Distribution in Shares Shares. 22 Section 4.3 Elective Distributions in Cash or Shares Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form Form. 27 Section 4.7 Redemption Redemption. 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Currency. 27

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 22 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 28 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (30 ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 Section 7.11 Amendment and Restatement 49 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 25 Section 4.7 Redemption 27 25 Section 4.8 Conversion of Foreign Currency 28 26 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 27 Section 4.11 Changes Affecting Deposited Securities 31 30 Section 4.12 Available Information 32 30 Section 4.13 Reports 32 31 Section 4.14 List of Holders 33 31 Section 4.15 Taxation 33 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 33 Section 5.3 Standard of Care 35 33 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 34 Section 5.5 The Custodian 37 35 Section 5.6 Notices and Reports 38 36 Section 5.7 Issuance of Additional Shares, ADSs etc 38 36 Section 5.8 Indemnification 39 37 Section 5.9 ADS Fees and Charges 40 38 Section 5.10 Pre-Release Transactions 41 39 Section 5.11 Restricted Securities Owners 42 40 ARTICLE VI AMENDMENT AND TERMINATION 42 40 Section 6.1 Amendment/Supplement 42 40 Section 6.2 Termination 43 41 ARTICLE VII MISCELLANEOUS 44 42 Section 7.1 Counterparts 44 42 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Beneficiaries 42 Section 7.3 Severability 45 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 43 Section 7.5 Notices 45 43 Section 7.6 Governing Law and Jurisdiction 46 44 Section 7.7 Assignment 48 45 Section 7.8 Compliance with U.S. Securities Laws 48 45 Section 7.9 English Cayman Islands Law References 48 46 Section 7.10 Titles and References 48 46 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________[DATE], 20182014, by and among (i) Realm Therapeutics plcKimree, Inc., a public limited company incorporated organized and existing under the laws of England and Walesthe Cayman Islands, and its successors (the “Company”), (ii) CITIBANKCitibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 19 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 20 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 25 Section 4.7 Redemption 27 25 Section 4.8 Conversion of Foreign Currency 28 25 Section 4.9 Fixing of ADS Record Date 29 26 Section 4.10 Voting of Deposited Securities 29 27 Section 4.11 Changes Affecting Deposited Securities 31 28 Section 4.12 Available Information 32 29 Section 4.13 Reports 32 29 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 16 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 21 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 22 Section 4.2 Distribution in Shares 22 23 Section 4.3 Elective Distributions in Cash or Shares 23 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 31 Section 4.13 Reports 32 Section 4.14 List of Holders 33 32 Section 4.15 Taxation 33 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 35 Section 5.5 The Custodian 37 36 Section 5.6 Notices and Reports 38 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 39 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 41 ARTICLE VI AMENDMENT AND TERMINATION 42 41 Section 6.1 Amendment/Supplement 42 41 Section 6.2 Termination 43 42 ARTICLE VII MISCELLANEOUS 44 43 Section 7.1 Counterparts 44 43 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Beneficiaries 44 Section 7.3 Severability 45 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 44 Section 7.5 Notices 45 44 Section 7.6 Governing Law and Jurisdiction 46 45 Section 7.7 Assignment 48 47 Section 7.8 Compliance with U.S. Securities Laws 48 47 Section 7.9 English German Law References 48 47 Section 7.10 Titles and References 47 Section 7.11 Amendment and Restatement 48 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________January 2, 20182015, by and among (i) Realm Therapeutics plcE.ON SE, a public limited company incorporated organized under the laws of England and Walesthe Federal Republic of Germany, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 20 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions 21 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 Distributions. 22 Section 4.2 Distribution in Shares Shares. 22 Section 4.3 Elective Distributions in Cash or Shares Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 26 Section 4.7 Redemption Redemption. 27 Section 4.8 Conversion of Foreign Currency 28 Currency. 27 Section 4.9 Fixing of ADS Record Date 29 Date. 28 Section 4.10 Voting of Deposited Securities 29 Securities. 28 Section 4.11 Changes Affecting Deposited Securities Securities. 31 Section 4.12 Available Information Information. 32 Section 4.13 Reports Reports. 32 Section 4.14 List of Holders Holders. 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Taxation. 33

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 Section 7.11 Amendment and Restatement 49 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary 7 8 Section 2.2 Form and Transferability of ADSs 7 8 Section 2.3 Deposit of Shares 9 10 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 12 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 16 Section 2.12 Partial Entitlement ADSs 15 16 Section 2.13 Certificated/Uncertificated ADSs 16 17 Section 2.14 Restricted ADSs 17 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 20 Section 3.1 Proofs, Certificates and Other Information 19 20 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 21 Section 3.4 Compliance with Information Requests 20 21 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 22 Section 3.7 Notification of Interest 22 ARTICLE IV THE DEPOSITED SECURITIES 21 24 Section 4.1 Cash Distributions 21 24 Section 4.2 Distribution in Shares 22 25 Section 4.3 Elective Distributions in Cash or Shares 23 26 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 27 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 [Intentionally Omitted] 29 Section 4.7 Redemption 27 29 Section 4.8 Conversion of Foreign Currency 28 30 Section 4.9 Fixing of ADS Record Date 29 31 Section 4.10 Voting of Deposited Securities 29 31 Section 4.11 Changes Affecting Deposited Securities 31 33 Section 4.12 Available Information 32 34 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).34

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 28 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 30 Section 4.12 Available Information 32 31 Section 4.13 Reports 32 31 Section 4.14 List of Holders 33 31 Section 4.15 Taxation 33 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 33 Section 5.3 Standard of Care 35 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 35 Section 5.5 The Custodian 37 36 Section 5.6 Notices and Reports 38 36 Section 5.7 Issuance of Additional Shares, ADSs etc 38 37 Section 5.8 Indemnification 39 38 Section 5.9 ADS Fees and Charges 40 39 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 40 ARTICLE VI AMENDMENT AND TERMINATION 42 40 Section 6.1 Amendment/Supplement 42 40 Section 6.2 Termination 43 41 ARTICLE VII MISCELLANEOUS 44 43 Section 7.1 Counterparts 44 43 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 43 Section 7.3 Severability 45 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 44 Section 7.5 Notices 45 44 Section 7.6 Governing Law and Jurisdiction 46 45 Section 7.7 Assignment 48 46 Section 7.8 Compliance with with, and No Disclaimer under, U.S. Securities Laws 48 46 Section 7.9 English Law References 48 47 Section 7.10 Titles and References 48 47 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 DEPOSIT AGREEMENT, dated as of ___________, 20182021, by and among (i) Realm Therapeutics Immunocore Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 9 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 20 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 25 Section 4.7 Redemption 27 Redemption. 25 Section 4.8 Conversion of Foreign Currency 28 25 Section 4.9 Fixing of ADS Record Date 29 26 Section 4.10 Voting of Deposited Securities 29 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 31 28 Section 4.12 Available Information 32 Information. 29 Section 4.13 Reports 32 Reports. 29 Section 4.14 List of Holders 33 29 Section 4.15 Taxation 33 29 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 31 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Exoneration. 31 Section 5.3 Standard of Care 35 32 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 33 Section 5.5 The Custodian 37 Custodian. 34 Section 5.6 Notices and Reports 38 Reports. 34 Section 5.7 Issuance of Additional Shares, ADSs etc 38 35 Section 5.8 Indemnification 39 Indemnification. 36 Section 5.9 ADS Fees and Charges 40 of Depositary 36 Section 5.10 Pre-Release Transactions 41 Transactions. 38 Section 5.11 Restricted Securities Owners 42 Owners. 38 ARTICLE VI AMENDMENT AND TERMINATION 42 38 Section 6.1 Amendment/Supplement 42 38 Section 6.2 Termination 43 Termination. 39 ARTICLE VII MISCELLANEOUS 44 40 Section 7.1 Counterparts 44 Counterparts. 40 Section 7.2 No Third Third-Party Beneficiaries/Acknowledgments 45 . 41 Section 7.3 Severability 45 41 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 41 Section 7.5 Notices 45 41 Section 7.6 Governing Law and Jurisdiction 46 Jurisdiction. 42 Section 7.7 Assignment 48 43 Section 7.8 Compliance with U.S. Securities Laws 48 43 Section 7.9 English Swedish Law References 48 References. 44 Section 7.10 Titles and References 48 References. 44 Section 7.11 Amendment and Restatement 45 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________[DATE], 20182010, by and among (i) Realm Therapeutics plcHUSQVARNA AB (publ), a public limited company incorporated organized and existing under the laws of England and Walesthe Kingdom of Sweden, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 20 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions 21 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions Distributions. 21 Section 4.2 Distribution in Shares Shares. 22 Section 4.3 Elective Distributions in Cash or Shares Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 26 Section 4.7 Redemption 27 Redemption. 26 Section 4.8 Conversion of Foreign Currency 28 Currency. 27 Section 4.9 Fixing of ADS Record Date 29 Date. 28 Section 4.10 Voting of Deposited Securities 29 Securities. 28 Section 4.11 Changes Affecting Deposited Securities 31 Securities. 30 Section 4.12 Available Information 32 Information. 31 Section 4.13 Reports 32 Reports. 31 Section 4.14 List of Holders 33 Holders. 31 Section 4.15 Taxation 33 Taxation. 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Registrar. 32 Section 5.2 Exoneration 34 Exoneration. 33 Section 5.3 Standard of Care 35 Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Depositary. 35 Section 5.5 The Custodian 37 Custodian. 35 Section 5.6 Notices and Reports 38 Reports. 36 Section 5.7 Issuance of Additional Shares, ADSs etc 38 etc. 37 Section 5.8 Indemnification 39 Indemnification. 38 Section 5.9 ADS Fees and Charges 40 Charges. 39 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 Owners. 40 ARTICLE VI AMENDMENT AND TERMINATION 42 40 Section 6.1 Amendment/Supplement 42 Supplement. 40 Section 6.2 Termination 43 Termination. 41 ARTICLE VII MISCELLANEOUS 44 42 Section 7.1 Counterparts 44 Counterparts. 42 Section 7.2 No Third Third-Party Beneficiaries/Acknowledgments 45 Acknowledgments. 42 Section 7.3 Severability 45 Severability. 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Effect. 43 Section 7.5 Notices 45 Notices. 43 Section 7.6 Governing Law and Jurisdiction 46 Jurisdiction. 44 Section 7.7 Assignment 48 Assignment. 46 Section 7.8 Compliance with with, and No Disclaimer under, U.S. Securities Laws 48 Laws. 46 Section 7.9 English Law References 48 References. 46 Section 7.10 Titles and References 48 References. 46 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________August 11, 20182020, by and among (i) Realm Freeline Therapeutics Holdings plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs 7 ADSs. 6 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 9 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 12 Section 2.9 Lost ADRs, etc 15 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 13 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 14 Section 2.14 Restricted ADSs 17 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 20 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions 21 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 Distributions. 20 Section 4.2 Distribution in Shares 22 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 25 Section 4.7 Redemption 27 Redemption. 25 Section 4.8 Conversion of Foreign Currency 28 Currency. 25 Section 4.9 Fixing of ADS Record Date 29 Date. 26 Section 4.10 Voting of Deposited Securities 29 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 31 Securities. 28 Section 4.12 Available Information 32 Information. 29 Section 4.13 Reports 32 Reports. 29 Section 4.14 List of Holders 33 Holders. 29 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Taxation. 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 20 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 Section 3.6 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 22 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 28 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 30 Section 4.12 Available Information 32 31 Section 4.13 Reports 32 31 Section 4.14 List of Holders 33 31 Section 4.15 Taxation 33 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 33 Section 5.3 Standard of Care 35 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 34 Section 5.5 The Custodian 37 35 Section 5.6 Notices and Reports 38 36 Section 5.7 Issuance of Additional Shares, ADSs etc 38 37 Section 5.8 Indemnification 39 38 Section 5.9 ADS Fees and Charges 40 of Depositary 38 Section 5.10 Pre-Release Transactions 41 40 Section 5.11 Restricted Securities Owners 42 40 ARTICLE VI AMENDMENT AND TERMINATION 42 40 Section 6.1 Amendment/Supplement 42 40 Section 6.2 Termination 43 41 ARTICLE VII MISCELLANEOUS 44 42 Section 7.1 Counterparts 44 42 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Beneficiaries 43 Section 7.3 Severability 45 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 43 Section 7.5 Notices 45 43 Section 7.6 Governing Law and Jurisdiction 46 44 Section 7.7 Assignment 48 45 Section 7.8 Compliance with U.S. Securities Laws 48 46 Section 7.9 English Brazilian Law References 48 46 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 46 Section 7.11 Amendment and Restatement 47 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________[DATE], 20182014, by and among (i) Realm Therapeutics plcCPFL ENERGIA S.A., a public limited company incorporated under the laws of England and Walesthe Federative Republic of Brazil, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary Depositary. 7 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities Securities. 11 Section 2.5 Issuance of ADSs ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc etc. 14 Section 2.9 Lost ADRs, etc etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records Records. 15 Section 2.11 Escheatment Escheatment. 15 Section 2.12 Partial Entitlement ADSs 15 ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs ADSs. 16 Section 2.14 Restricted ADSs 17 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information Information. 19 Section 3.2 Liability for Taxes and Other Charges Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares Shares. 20 Section 3.4 Compliance with Information Requests Requests. 20 Section 3.5 Ownership Restrictions Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 Distributions. 22 Section 4.2 Distribution in Shares 22 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form [Intentionally Omitted]. 27 Section 4.7 Redemption Redemption. 27 Section 4.8 Conversion of Foreign Currency 28 Currency. 27 Section 4.9 Fixing of ADS Record Date 29 Date. 28 Section 4.10 Voting of Deposited Securities Securities. 29 Section 4.11 Changes Affecting Deposited Securities Securities. 31 Section 4.12 Available Information 32 Information. 31 Section 4.13 Reports Reports. 32 Section 4.14 List of Holders 33 Holders. 32 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Taxation. 32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 16 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 21 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 22 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 28 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 30 Section 4.12 Available Information 32 31 Section 4.13 Reports 32 31 Section 4.14 List of Holders 33 31 Section 4.15 Taxation 33 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 33 Section 5.3 Standard of Care 35 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 35 Section 5.5 The Custodian 37 36 Section 5.6 Notices and Reports 38 36 Section 5.7 Issuance of Additional Shares, ADSs etc 38 37 Section 5.8 Indemnification 39 38 Section 5.9 ADS Fees and Charges 40 39 Section 5.10 Pre-Release Transactions 41 40 Section 5.11 Restricted Securities Owners 42 40 ARTICLE VI AMENDMENT AND TERMINATION 42 41 Section 6.1 Amendment/Supplement 42 41 Section 6.2 Termination 43 41 ARTICLE VII MISCELLANEOUS 44 43 Section 7.1 Counterparts 44 43 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Beneficiaries 43 Section 7.3 Severability 45 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 43 Section 7.5 Notices 45 43 Section 7.6 Governing Law and Jurisdiction 46 44 Section 7.7 Assignment 48 46 Section 7.8 Compliance with U.S. Securities Laws 48 46 Section 7.9 English Law References 48 46 Section 7.10 Titles and References 48 46 Section 7.11 Amendment and Restatement 47 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 201820__, by and among (i) Realm Therapeutics plcKingfisher PLC, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 20 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 25 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 26 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 27 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 19 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 20 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 29 Section 4.12 Available Information 32 30 Section 4.13 Reports 32 30 Section 4.14 List of Holders 33 30 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).30

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 8 Section 2.1 Appointment of Depositary 7 8 Section 2.2 Form and Transferability of ADSs 7 8 Section 2.3 Deposit of Shares 9 10 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 12 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 16 Section 2.12 Partial Entitlement ADSs 15 16 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 21 Section 3.5 Ownership Restrictions 21 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 22 Section 4.1 Cash Distributions 21 22 Section 4.2 Distribution in Shares 22 23 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 Section 4.8 Conversion of Foreign Currency 28 Section 4.9 Fixing of ADS Record Date 29 28 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 30 Section 4.12 Available Information 32 31 Section 4.13 Reports 32 31 Section 4.14 List of Holders 33 31 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 31 Section 5.1 Maintenance 4.16 Limitation of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Rights 32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 20 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions 21 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 Distributions. 20 Section 4.2 Distribution in Shares 22 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 25 Section 4.7 Redemption 27 Redemption. 25 Section 4.8 Conversion of Foreign Currency 28 Currency. 25 Section 4.9 Fixing of ADS Record Date 29 Date. 26 Section 4.10 Voting of Deposited Securities 29 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 31 Securities. 28 Section 4.12 Available Information 32 Information. 29 Section 4.13 Reports 32 Reports. 29 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Holders. 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 29 Section 4.12 Available Information 32 30 Section 4.13 Reports 32 30 Section 4.14 List of Holders 33 30 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 30 Section 5.1 Maintenance 4.16 Limitation of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Rights 31

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary Depositary. 7 Section 2.2 Form and Transferability of ADSs 7 8 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 Section 4.10 Voting of Deposited Securities 29 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).28

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 ADSs 8 Section 2.1 Appointment of Depositary 7 8 Section 2.2 Form and Transferability of ADSs 7 9 Section 2.3 Deposit of Shares 9 10 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 12 Section 2.6 Transfer, Combination and Split-up of ADRs 12 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSsADRs; Suspension of Delivery, Transfer, etc 14 15 Section 2.9 Lost ADRs, etc 15 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 16 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 16 Section 2.13 2.12 Certificated/Uncertificated ADSs 16 17 Section 2.14 2.13 Restricted ADSs 17 18 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 20 Section 3.1 Proofs, Certificates and Other Information 19 20 Section 3.2 Liability for Taxes and Other Charges 20 21 Section 3.3 Representations and Warranties on Deposit of Shares 20 22 Section 3.4 Compliance with Information Requests 20 22 Section 3.5 Ownership Restrictions 21 [Intentionally Omitted] 22 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Disclosure of Interests 22 ARTICLE IV IV. THE DEPOSITED SECURITIES 21 23 Section 4.1 Cash Distributions 21 23 Section 4.2 Distribution in Shares 22 24 Section 4.3 Elective Distributions in Cash or Shares 23 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 28 Section 4.6 Conversion of ADSs 29 Section 4.7 Distributions with Respect to Deposited Securities in Bearer Form 27 Section 4.7 Redemption 27 31 Section 4.8 Redemption 31 Section 4.9 Conversion of Foreign Currency 28 32 Section 4.9 4.10 Fixing of ADS Record Date 29 33 Section 4.10 4.11 Voting of Deposited Securities 29 33 Section 4.11 4.12 Changes Affecting Deposited Securities 31 35 Section 4.12 4.13 Available Information 32 Section 4.13 Reports 32 36 Section 4.14 Reports 36 Section 4.15 List of Holders 33 36 Section 4.15 4.16 Taxation 33 36 ARTICLE V V. THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 38 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx Xxxxxxxxx 00 Section 5.2 Exoneration 34 38 Section 5.3 Standard of Care 35 39 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 40 Section 5.5 The Custodian 37 41 Section 5.6 Notices and Reports 38 42 Section 5.7 Issuance of Additional Shares, ADSs ADSs, etc 38 43 Section 5.8 Indemnification 39 44 Section 5.9 ADS Fees and Charges 40 of Depositary 44 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 46 ARTICLE VI VI. AMENDMENT AND TERMINATION 42 46 Section 6.1 Amendment/Supplement 42 46 Section 6.2 Termination 43 47 ARTICLE VII VII. MISCELLANEOUS 44 49 Section 7.1 Counterparts 44 49 Section 7.2 No Third Third-Party Beneficiaries/Acknowledgments 45 49 Section 7.3 Severability 45 50 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 50 Section 7.5 Notices 45 50 Section 7.6 Governing Law and Jurisdiction 46 51 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).53

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary 7 Section 2.2 Form and Transferability of ADSs 7 Section 2.3 Deposit of Shares 9 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Section 2.5 Issuance of ADSs 11 Section 2.6 Transfer, Combination and Split-up of ADRs 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 Section 2.9 Lost ADRs, etc 15 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 ARTICLE IV THE DEPOSITED SECURITIES 21 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 Section 4.3 Elective Distributions in Cash or Shares 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 27 Section 4.9 Fixing of ADS Record Date 29 28 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 30 Section 4.12 Available Information 32 31 Section 4.13 Reports 32 31 Section 4.14 List of Holders 33 31 Section 4.15 Taxation 33 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 33 Section 5.3 Standard of Care 35 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 35 Section 5.5 The Custodian 37 35 Section 5.6 Notices and Reports 38 36 Section 5.7 Issuance of Additional Shares, ADSs etc 38 37 Section 5.8 Indemnification 39 38 Section 5.9 ADS Fees and Charges 40 38 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 40 ARTICLE VI AMENDMENT AND TERMINATION 42 40 Section 6.1 Amendment/Supplement 42 40 Section 6.2 Termination 43 41 ARTICLE VII MISCELLANEOUS 44 42 Section 7.1 Counterparts 44 42 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 42 Section 7.3 Severability 45 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 43 Section 7.5 Notices 45 43 Section 7.6 Governing Law and Jurisdiction 46 44 Section 7.7 Assignment 48 46 Section 7.8 Compliance with with, and No Disclaimer under, U.S. Securities Laws 48 46 Section 7.9 English The Republic of the Mxxxxxxx Islands Law References 48 46 Section 7.10 Titles and References 48 46 Section 7.11 Amendment and Restatement 47 EXHIBITS Form of ADR A-1 Fee Schedule B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 2018[·], by and among (i) Realm Therapeutics plcNAVIOS MARITIME HOLDINGS INC., a public limited company incorporated organized under the laws of England and Walesthe Republic of the Mxxxxxxx Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 Section 2.1 Appointment of Depositary Depositary. 7 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities Securities. 11 Section 2.5 Issuance of ADSs ADSs. 11 Section 2.6 Transfer, Combination and Split-up Up of ADRs ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc etc. 14 Section 2.9 Lost ADRs, etc etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records Records. 15 Section 2.11 Escheatment Escheatment. 15 Section 2.12 Partial Entitlement ADSs ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs ADSs. 16 Section 2.14 Restricted ADSs 17 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information Information. 19 Section 3.2 Liability of Holders and Beneficial Owners for Taxes and Other Charges 20 Charges. 21 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 21 Section 3.4 Compliance with Information Requests 20 Requests. 21 Section 3.5 Ownership Restrictions 21 Restrictions. 23 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 23 ARTICLE IV THE DEPOSITED SECURITIES 21 23 Section 4.1 Cash Distributions 21 Distributions. 23 Section 4.2 Distribution in Shares 22 Shares. 25 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 29 Section 4.7 Redemption 27 Redemption. 29 Section 4.8 Conversion of Foreign Currency 28 Currency. 30 Section 4.9 Fixing of ADS Record Date 29 Date. 32 Section 4.10 Voting of Deposited Securities 29 Securities. 32 Section 4.11 Changes Affecting Deposited Securities 31 Securities. 33 Section 4.12 Available Information 32 Information. 34 Section 4.13 Reports 32 Reports. 34 Section 4.14 List of Holders 33 Holders. 35 Section 4.15 Taxation 33 Taxation. 35 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 36 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Registrar. 36 Section 5.2 Exoneration 34 Exoneration. 37 Section 5.3 Standard of Care 35 Care. 38 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Depositary. 39 Section 5.5 The Custodian 37 Custodian. 39 Section 5.6 Notices and Reports 38 Reports. 40 Section 5.7 Issuance of Additional Shares, ADSs etc 38 etc. 40 Section 5.8 Indemnification 39 Indemnification. 42 Section 5.9 ADS Fees and Charges 40 of Depositary. 42 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 Owners. 43 ARTICLE VI AMENDMENT AND TERMINATION 42 45 Section 6.1 Amendment/Supplement 42 Supplement. 45 Section 6.2 Termination 43 Termination. 45 ARTICLE VII MISCELLANEOUS 44 46 Section 7.1 Counterparts 44 Counterparts. 46 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 . 47 Section 7.3 Severability 45 Severability. 47 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Effect. 47 Section 7.5 Notices 45 Notices. 47 Section 7.6 Governing Law and Jurisdiction 46 Jurisdiction. 49 Section 7.7 Assignment 48 Assignment. 50 Section 7.8 Compliance with with, and No Disclaimer under, U.S. Securities Laws 48 Laws. 50 Section 7.9 English and Welsh Law References 48 References. 50 Section 7.10 Titles and References 48 References. 51 Section 7.11 Amendment and Restatement. 51 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________November 26, 2018, by and among (i) Realm Therapeutics plcBRITISH AMERICAN TOBACCO P.L.C., a public limited liability company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized and existing under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 7 Section 2.3 Deposit of Shares 9 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 Securities. 10 Section 2.5 Issuance of ADSs 11 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 etc. 13 Section 2.9 Lost ADRs, etc 15 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Records. 14 Section 2.11 Escheatment 15 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 15 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 16 ADSs. 15 Section 2.14 Restricted ADSs 17 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 Information. 18 Section 3.2 Liability for Taxes and Other Charges 20 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 20 Shares. 19 Section 3.4 Compliance with Information Requests 20 Requests. 19 Section 3.5 Ownership Restrictions 21 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 21 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 Distributions. 20 Section 4.2 Distribution in Shares 22 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 23 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 Form. 25 Section 4.7 Redemption 27 Redemption. 25 Section 4.8 Conversion of Foreign Currency 28 Currency. 26 Section 4.9 Fixing of ADS Record Date 29 Date. 27 Section 4.10 Voting of Deposited Securities 29 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 31 Securities. 29 Section 4.12 Available Information 32 Information. 30 Section 4.13 Reports 32 Reports. 30 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).Holders. 30

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 9 Section 2.1 Appointment of Depositary 7 9 Section 2.2 Form and Transferability of ADSs 7 9 Section 2.3 Deposit of Shares 9 11 Section 2.4 Registration and Safekeeping of Deposited Securities 11 13 Section 2.5 Issuance of ADSs 11 13 Section 2.6 Transfer, Combination and Split-up of ADRs 12 14 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 15 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 16 Section 2.9 Lost ADRs, etc 15 17 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 17 Section 2.11 Escheatment 15 17 Section 2.12 Partial Entitlement ADSs 15 18 Section 2.13 Certificated/Uncertificated ADSs 16 18 Section 2.14 Restricted ADSs 17 20 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 21 Section 3.1 Proofs, Certificates and Other Information 19 21 Section 3.2 Liability for Taxes and Other Charges 20 22 Section 3.3 Representations and Warranties on Deposit of Shares 20 23 Section 3.4 Compliance with Information Requests 20 23 Section 3.5 Ownership Restrictions 21 24 Section 3.6 Reporting Obligations and Regulatory Approvals 21 24 ARTICLE IV THE DEPOSITED SECURITIES 21 24 Section 4.1 Cash Distributions 21 24 Section 4.2 Distribution in Shares 22 25 Section 4.3 Elective Distributions in Cash or Shares 23 26 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 27 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 29 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 30 Section 4.7 Redemption 27 30 Section 4.8 Conversion of Foreign Currency 28 31 Section 4.9 Fixing of ADS Record Date 29 32 Section 4.10 Voting of Deposited Securities 29 33 Section 4.11 Changes Affecting Deposited Securities 31 34 Section 4.12 Available Information 32 35 Section 4.13 Reports 32 35 Section 4.14 List of Holders 33 36 Section 4.15 Taxation 33 36 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 37 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 38 Section 5.3 Standard of Care 35 39 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 40 Section 5.5 The Custodian 37 40 Section 5.6 Notices and Reports 38 41 Section 5.7 Issuance of Additional Shares, ADSs etc 38 42 Section 5.8 Indemnification 39 43 Section 5.9 ADS Fees and Charges 40 44 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 45 ARTICLE VI AMENDMENT AND TERMINATION 42 46 Section 6.1 Amendment/Supplement 42 46 Section 6.2 Termination 43 47 ARTICLE VII MISCELLANEOUS 44 48 Section 7.1 Counterparts 44 48 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Beneficiaries 48 Section 7.3 Severability 45 49 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 49 Section 7.5 Notices 45 49 Section 7.6 Governing Law and Jurisdiction 46 50 Section 7.7 Assignment 48 52 Section 7.8 Compliance with U.S. Securities Laws 48 52 Section 7.9 English Mexican Law References 48 52 Section 7.10 Relationship between the Company and Holders and Beneficial Owners 52 Section 7.11 Titles and References 48 53 Section 7.12 Amendment and Restatement 53 EXHIBITS Form of ADR ADR. A-1 Fee Schedule Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 20182016, by and among (i) Realm Therapeutics plcAMÉRICA MÓVIL, S.A.B. DE C.V., a public limited company incorporated organized under the laws of England and Walesthe United Mexican States, and its successors (the “Company”)successors, (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”)hereunder, and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 10 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 Section 2.11 Escheatment 15 Section 2.12 Partial Entitlement ADSs 15 16 Section 2.13 Certificated/Uncertificated ADSs 16 Section 2.14 Restricted ADSs 17 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 Section 3.1 Proofs, Certificates and Other Information 19 Section 3.2 Liability for Taxes and Other Charges 20 Section 3.3 Representations and Warranties on Deposit of Shares 20 Section 3.4 Compliance with Information Requests 20 22 Section 3.5 Ownership Restrictions 21 22 Section 3.6 Reporting Obligations and Regulatory Approvals 21 22 ARTICLE IV THE DEPOSITED SECURITIES 21 23 Section 4.1 Cash Distributions 21 23 Section 4.2 Distribution in Shares 22 24 Section 4.3 Elective Distributions in Cash or Shares 23 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 28 Section 4.7 Redemption 27 28 Section 4.8 Conversion of Foreign Currency 28 29 Section 4.9 Fixing of ADS Record Date 29 30 Section 4.10 Voting of Deposited Securities 29 30 Section 4.11 Changes Affecting Deposited Securities 31 32 Section 4.12 Available Information 32 33 Section 4.13 Reports 32 34 Section 4.14 List of Holders 33 34 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).34

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 7 6 Section 2.1 Appointment of Depositary 7 6 Section 2.2 Form and Transferability of ADSs 7 6 Section 2.3 Deposit of Shares 9 8 Section 2.4 Registration and Safekeeping of Deposited Securities 11 9 Section 2.5 Issuance of ADSs 11 10 Section 2.6 Transfer, Combination and Split-up of ADRs 12 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 13 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 14 13 Section 2.9 Lost ADRs, etc 15 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 15 14 Section 2.11 Escheatment 15 14 Section 2.12 Partial Entitlement ADSs 15 14 Section 2.13 Certificated/Uncertificated ADSs 16 15 Section 2.14 Restricted ADSs 17 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 19 18 Section 3.1 Proofs, Certificates and Other Information 19 18 Section 3.2 Liability for Taxes and Other Charges 20 19 Section 3.3 Representations and Warranties on Deposit of Shares 20 19 Section 3.4 Compliance with Information Requests 20 Section 3.5 Ownership Restrictions 21 20 Section 3.6 Reporting Obligations and Regulatory Approvals 21 20 ARTICLE IV THE DEPOSITED SECURITIES 21 20 Section 4.1 Cash Distributions 21 Section 4.2 Distribution in Shares 22 21 Section 4.3 Elective Distributions in Cash or Shares 23 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 24 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 26 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 27 [Intentionally Omitted] 26 Section 4.7 Redemption 27 26 Section 4.8 Conversion of Foreign Currency 28 26 Section 4.9 Fixing of ADS Record Date 29 27 Section 4.10 Voting of Deposited Securities 29 28 Section 4.11 Changes Affecting Deposited Securities 31 Section 4.12 Available Information 32 Section 4.13 Reports 32 Section 4.14 List of Holders 33 Section 4.15 Taxation 33 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 34 Section 5.3 Standard of Care 35 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 36 Section 5.5 The Custodian 37 Section 5.6 Notices and Reports 38 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 42 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 43 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 45 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 45 Section 7.5 Notices 45 Section 7.6 Governing Law and Jurisdiction 46 Section 7.7 Assignment 48 Section 7.8 Compliance with U.S. Securities Laws 48 Section 7.9 English Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) Realm Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).29