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 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 Section 2.9 Lost ADRs, etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Section 2.11 Escheatment 13 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND BENEFICIAL OWNERS OF ADSs 17 Section 3.1 Proofs, Certificates and Other Information 17 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 19 Section 3.6 Reporting Obligations and Regulatory Approvals 19 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Section 4.7 Redemption 25 Section 4.8 Conversion of Foreign Currency 26 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 31 Section 4.12 Available Information 2932 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 9 Section 2.1 Appointment of Depositary 6 9 Section 2.2 Form and Transferability of ADSs 6 9 Section 2.3 Deposit of Shares 8 11 Section 2.4 Registration and Safekeeping of Deposited Securities 9 13 Section 2.5 Issuance of ADSs 10 13 Section 2.6 Transfer, Combination and Split-up of ADRs 10 14 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 15 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 16 Section 2.9 Lost ADRs, etc 13 17 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 17 Section 2.11 Escheatment 13 17 Section 2.12 Partial Entitlement ADSs 14 18 Section 2.13 Certificated/Uncertificated ADSs 14 18 Section 2.14 Restricted ADSs 16 20 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 21 Section 3.1 Proofs, Certificates and Other Information 17 21 Section 3.2 Liability for Taxes and Other Charges 18 22 Section 3.3 Representations and Warranties on Deposit of Shares 18 23 Section 3.4 Compliance with Information Requests 19 23 Section 3.5 Ownership Restrictions 19 24 Section 3.6 Reporting Obligations and Regulatory Approvals 19 24 ARTICLE IV THE DEPOSITED SECURITIES 20 24 Section 4.1 Cash Distributions 20 24 Section 4.2 Distribution in Shares 21 25 Section 4.3 Elective Distributions in Cash or Shares 22 26 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 27 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 29 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 30 Section 4.7 Redemption 25 30 Section 4.8 Conversion of Foreign Currency 26 31 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 2932

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 27 Section 4.7 Redemption 25 27 Section 4.8 Conversion of Foreign Currency 26 28 Section 4.9 Fixing of ADS Record Date 27 29 Section 4.10 Voting of Deposited Securities 27 29 Section 4.11 Changes Affecting Deposited Securities 29 31 Section 4.12 Available Information 2932 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 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up Up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 19 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 2930 Section 4.13 Reports 30 Section 4.14 List of Holders 31 Section 4.15 Taxation 31

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary Depositary. 6 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 10 Section 2.5 Issuance of ADSs ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 13 Section 2.9 Lost ADRs, etc 13 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 14 Section 2.11 Escheatment 13 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 Information. 18 Section 3.2 Liability for Taxes and Other Charges Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 19 Section 3.4 Compliance with Information Requests Requests. 19 Section 3.5 Ownership Restrictions 19 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions Distributions. 20 Section 4.2 Distribution in Shares Shares. 21 Section 4.3 Elective Distributions in Cash or Shares Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form Form. 25 Section 4.7 Redemption Redemption. 25 Section 4.8 Conversion of Foreign Currency 26 Currency. 25 Section 4.9 Fixing of ADS Record Date 27 Date. 26 Section 4.10 Voting of Deposited Securities Securities. 27 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 28 Section 4.12 Available Information Information. 29 Section 4.13 Reports. 29 Section 4.14 List of Holders. 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 2930 Section 4.13 Reports 30 Section 4.14 List of Holders 30 Section 4.15 Taxation 30 Section 4.16 Limitation of Rights 31

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 8 Section 2.1 Appointment of Depositary 6 8 Section 2.2 Form and Transferability of ADSs 6 8 Section 2.3 Deposit of Shares 8 10 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 12 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 16 Section 2.12 Partial Entitlement ADSs 14 16 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 21 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 22 Section 4.2 Distribution in Shares 21 23 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 27 Section 4.7 Redemption 25 27 Section 4.8 Conversion of Foreign Currency 26 28 Section 4.9 Fixing of ADS Record Date 27 28 Section 4.10 Voting of Deposited Securities 27 29 Section 4.11 Changes Affecting Deposited Securities 29 30 Section 4.12 Available Information 2931 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 Section 4.16 Limitation of Rights 32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 16 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 21 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 22 Section 4.2 Distribution in Shares 21 23 Section 4.3 Elective Distributions in Cash or Shares 22 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 27 Section 4.7 Redemption 25 27 Section 4.8 Conversion of Foreign Currency 26 28 Section 4.9 Fixing of ADS Record Date 27 29 Section 4.10 Voting of Deposited Securities 27 29 Section 4.11 Changes Affecting Deposited Securities 29 31 Section 4.12 Available Information 2931 Section 4.13 Reports 32 Section 4.14 List of Holders 32 Section 4.15 Taxation 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 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 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 37 Section 5.7 Issuance of Additional Shares, ADSs etc 38 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 39 Section 5.10 Pre-Release Transactions 41 Section 5.11 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries 44 Section 7.3 Severability 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 47 Section 7.8 Compliance with U.S. Securities Laws 47 Section 7.9 German Law References 47 Section 7.10 Titles and References 47 Section 7.11 Amendment and Restatement 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of January 2, 2015, by and among (i) E.ON SE, a company organized under the laws of the 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 acting in its capacity as depositary, and any successor depositary hereunder (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 6 Section 2.1 Appointment of Depositary Depositary. 6 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 10 Section 2.5 Issuance of ADSs ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 13 Section 2.9 Lost ADRs, etc etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 14 Section 2.11 Escheatment 13 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 15 Section 2.14 Restricted ADSs ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 Information. 18 Section 3.2 Liability for Taxes and Other Charges Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 19 Section 3.4 Compliance with Information Requests Requests. 19 Section 3.5 Ownership Restrictions Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions Distributions. 20 Section 4.2 Distribution in Shares Shares. 21 Section 4.3 Elective Distributions in Cash or Shares Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form Form. 25 Section 4.7 Redemption Redemption. 25 Section 4.8 Conversion of Foreign Currency Currency. 26 Section 4.9 Fixing of ADS Record Date Date. 27 Section 4.10 Voting of Deposited Securities Securities. 27 Section 4.11 Changes Affecting Deposited Securities Securities. 29 Section 4.12 Available Information 29Information. 30 Section 4.13 Reports. 30 Section 4.14 List of Holders. 30

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Section 4.7 Redemption 25 Section 4.8 Conversion of Foreign Currency 26 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 30 Section 4.12 Available Information 2930 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 33 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 34 Section 5.5 The Custodian 35 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 36 Section 5.8 Indemnification 37 Section 5.9 ADS Fees and Charges 38 Section 5.10 Pre-Release Transactions 39 Section 5.11 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement 40 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts 42 Section 7.2 No Third Party Beneficiaries 42 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 43 Section 7.5 Notices 43 Section 7.6 Governing Law and Jurisdiction 44 Section 7.7 Assignment 45 Section 7.8 Compliance with U.S. Securities Laws 45 Section 7.9 Cayman Islands Law References 46 Section 7.10 Titles and References 46 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of [DATE], 2014, by and among (i) Kimree, Inc., a company organized and existing under the laws of the Cayman Islands, and its successors (the “Company”), (ii) Citibank, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (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 6 7 Section 2.1 Appointment of Depositary 6 Depositary. 7 Section 2.2 Form and Transferability of ADSs 6 ADSs. 8 Section 2.3 Deposit of Shares 8 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 11 Section 2.5 Issuance of ADSs 10 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 14 Section 2.9 Lost ADRs, etc 13 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 15 Section 2.11 Escheatment 13 Escheatment. 16 Section 2.12 Partial Entitlement ADSs 14 ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 16 Section 2.14 Restricted ADSs 16 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 Information. 19 Section 3.2 Liability for Taxes and Other Charges 18 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 20 Section 3.4 Compliance with Information Requests 19 Requests. 21 Section 3.5 Ownership Restrictions 19 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 Distributions. 22 Section 4.2 Distribution in Shares 21 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Form. 27 Section 4.7 Redemption 25 Redemption. 27 Section 4.8 Conversion of Foreign Currency 26 Currency. 28 Section 4.9 Fixing of ADS Record Date 27 Date. 29 Section 4.10 Voting of Deposited Securities 27 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 31 Section 4.12 Available Information 29Information. 31 Section 4.13 Reports. 32 Section 4.14 List of Holders. 32 Section 4.15 Taxation. 32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 [Intentionally Omitted] 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary Depositary. 6 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 10 Section 2.5 Issuance of ADSs ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 13 Section 2.9 Lost ADRs, etc 13 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 14 Section 2.11 Escheatment 13 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 15 Section 2.14 Restricted ADSs ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 Information. 18 Section 3.2 Liability for Taxes and Other Charges 18 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 19 Section 3.4 Compliance with Information Requests Requests. 19 Section 3.5 Ownership Restrictions 19 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 Distributions. 22 Section 4.2 Distribution in Shares 21 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Form. 26 Section 4.7 Redemption 25 Redemption. 27 Section 4.8 Conversion of Foreign Currency 26 Currency. 27 Section 4.9 Fixing of ADS Record Date 27 Date. 28 Section 4.10 Voting of Deposited Securities 27 Securities. 28 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 31 Section 4.12 Available Information 29Information. 32 Section 4.13 Reports. 32 Section 4.14 List of Holders. 33 Section 4.15 Taxation. 33

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 2930 Section 4.13 Reports 30 Section 4.14 List of Holders 30 Section 4.15 Taxation 30

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 Depositary. 7 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares 8 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 11 Section 2.5 Issuance of ADSs 10 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 14 Section 2.9 Lost ADRs, etc 13 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 15 Section 2.11 Escheatment 13 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 14 ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 16 Section 2.14 Restricted ADSs 16 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 Information. 19 Section 3.2 Liability for Taxes and Other Charges 18 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 20 Section 3.4 Compliance with Information Requests 19 Requests. 21 Section 3.5 Ownership Restrictions 19 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 Distributions. 22 Section 4.2 Distribution in Shares 21 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Form. 27 Section 4.7 Redemption 25 Redemption. 27 Section 4.8 Conversion of Foreign Currency 26 Currency. 28 Section 4.9 Fixing of ADS Record Date 27 Date. 29 Section 4.10 Voting of Deposited Securities 27 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 31 Section 4.12 Available Information 29Information. 32 Section 4.13 Reports. 32 Section 4.14 List of Holders. 32 Section 4.15 Taxation. 32 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 34 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. 37 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 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. 44 Section 7.3 Severability. 44 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 44 Section 7.5 Notices. 45 Section 7.6 Governing Law and Jurisdiction. 46 Section 7.7 Assignment. 47 Section 7.8 Compliance with U.S. Securities Laws. 47 Section 7.9 Mexican Law References. 48 Section 7.10 Relationship between the Company and Holders and Beneficial Owners. 48 Section 7.11 Titles and References. 48 Section 7.12 Amendment and Restatement. 49 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 2016, by and among (i) AMÉRICA MÓVIL, S.A.B. DE C.V., a company organized under the laws of the United Mexican States, and its successors, (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor 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 6 Section 2.1 Appointment of Depositary Depositary. 6 Section 2.2 Form and Transferability of ADSs ADSs. 6 Section 2.3 Deposit of Shares Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities Securities. 9 Section 2.5 Issuance of ADSs ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc etc. 12 Section 2.9 Lost ADRs, etc etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records Records. 13 Section 2.11 Escheatment 13 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs ADSs. 14 Section 2.14 Restricted ADSs ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 Information. 18 Section 3.2 Liability for Taxes and Other Charges Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 19 Section 3.4 Compliance with Information Requests Requests. 19 Section 3.5 Ownership Restrictions Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions Distributions. 20 Section 4.2 Distribution in Shares Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form Form. 25 Section 4.7 Redemption Redemption. 25 Section 4.8 Conversion of Foreign Currency 26 Currency. 25 Section 4.9 Fixing of ADS Record Date 27 Date. 26 Section 4.10 Voting of Deposited Securities 27 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 28 Section 4.12 Available Information Information. 29 Section 4.13 Reports. 29 Section 4.14 List of Holders. 29 Section 4.15 Taxation. 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 ADSs 8 Section 2.1 Appointment of Depositary 6 8 Section 2.2 Form and Transferability of ADSs 6 9 Section 2.3 Deposit of Shares 8 10 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 12 Section 2.6 Transfer, Combination and Split-up of ADRs 10 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSsADRs; Suspension of Delivery, Transfer, etc 12 15 Section 2.9 Lost ADRs, etc 13 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 16 Section 2.11 Escheatment 13 Section 2.12 Partial Entitlement ADSs 14 16 Section 2.13 2.12 Certificated/Uncertificated ADSs 14 17 Section 2.14 2.13 Restricted ADSs 16 18 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 20 Section 3.1 Proofs, Certificates and Other Information 17 20 Section 3.2 Liability for Taxes and Other Charges 18 21 Section 3.3 Representations and Warranties on Deposit of Shares 18 22 Section 3.4 Compliance with Information Requests 19 22 Section 3.5 Ownership Restrictions 19 [Intentionally Omitted] 22 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Disclosure of Interests 22 ARTICLE IV IV. THE DEPOSITED SECURITIES 20 23 Section 4.1 Cash Distributions 20 23 Section 4.2 Distribution in Shares 21 24 Section 4.3 Elective Distributions in Cash or Shares 22 25 Execution Copy Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 28 Section 4.6 Conversion of ADSs 29 Section 4.7 Distributions with Respect to Deposited Securities in Bearer Form 25 Section 4.7 Redemption 25 31 Section 4.8 Redemption 31 Section 4.9 Conversion of Foreign Currency 26 32 Section 4.9 4.10 Fixing of ADS Record Date 27 33 Section 4.10 4.11 Voting of Deposited Securities 27 33 Section 4.11 4.12 Changes Affecting Deposited Securities 29 35 Section 4.12 4.13 Available Information 2936 Section 4.14 Reports 36 Section 4.15 List of Holders 36 Section 4.16 Taxation 36 ARTICLE V. THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 38 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 38 Section 5.3 Standard of Care 39 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 40 Section 5.5 The Custodian 41 Section 5.6 Notices and Reports 42 Section 5.7 Issuance of Additional Shares, ADSs, etc 43 Section 5.8 Indemnification 44 Section 5.9 Fees and Charges of Depositary 44 Section 5.10 Restricted Securities Owners 46 ARTICLE VI. AMENDMENT AND TERMINATION 46 Section 6.1 Amendment/Supplement 46 Section 6.2 Termination 47 ARTICLE VII. MISCELLANEOUS 49 Section 7.1 Counterparts 49 Section 7.2 No Third-Party Beneficiaries/Acknowledgments 49 Section 7.3 Severability 50 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 50 Section 7.5 Notices 50 Section 7.6 Governing Law and Jurisdiction 51 Section 7.7 Assignment 53

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary Depositary. 6 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 10 Section 2.5 Issuance of ADSs ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 13 Section 2.9 Lost ADRs, etc 13 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 14 Section 2.11 Escheatment 13 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 15 Section 2.14 Restricted ADSs ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 Information. 18 Section 3.2 Liability for Taxes and Other Charges 18 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 19 Section 3.4 Compliance with Information Requests Requests. 19 Section 3.5 Ownership Restrictions 19 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 Distributions. 21 Section 4.2 Distribution in Shares 21 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Form. 26 Section 4.7 Redemption 25 Redemption. 26 Section 4.8 Conversion of Foreign Currency 26 Currency. 27 Section 4.9 Fixing of ADS Record Date 27 Date. 28 Section 4.10 Voting of Deposited Securities 27 Securities. 28 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 30 Section 4.12 Available Information 29Information. 31 Section 4.13 Reports. 31 Section 4.14 List of Holders. 31 Section 4.15 Taxation. 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 32 Section 5.2 Exoneration. 33 Section 5.3 Standard of Care. 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 35 Section 5.5 The Custodian. 35 Section 5.6 Notices and Reports. 36 Section 5.7 Issuance of Additional Shares, ADSs etc. 37 Section 5.8 Indemnification. 38 Section 5.9 ADS Fees and Charges. 39 Section 5.10 Restricted Securities Owners. 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement. 40 Section 6.2 Termination. 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts. 42 Section 7.2 No Third-Party Beneficiaries/Acknowledgments. 42 Section 7.3 Severability. 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 43 Section 7.5 Notices. 43 Section 7.6 Governing Law and Jurisdiction. 44 Section 7.7 Assignment. 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 46 Section 7.9 English Law References. 46 Section 7.10 Titles and References. 46 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of August 11, 2020, by and among (i) 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 6 7 Section 2.1 Appointment of Depositary 6 Depositary. 7 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares 8 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 10 Section 2.5 Issuance of ADSs 10 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 14 Section 2.9 Lost ADRs, etc 13 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 15 Section 2.11 Escheatment 13 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 14 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 16 Section 2.14 Restricted ADSs 16 ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 Information. 18 Section 3.2 Liability for Taxes and Other Charges 18 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 19 Section 3.4 Compliance with Information Requests 19 Requests. 20 Section 3.5 Ownership Restrictions 19 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 Distributions. 21 Section 4.2 Distribution in Shares 21 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Form. 27 Section 4.7 Redemption 25 Redemption. 27 Section 4.8 Conversion of Foreign Currency 26 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 29Currency. 27

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 16 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 21 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 22 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 28 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 30 Section 4.12 Available Information 2931 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Pre-Release Transactions 40 Section 5.11 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 43 Section 7.5 Notices 43 Section 7.6 Governing Law and Jurisdiction 44 Section 7.7 Assignment 46 Section 7.8 Compliance with U.S. Securities Laws 46 Section 7.9 English Law References 46 Section 7.10 Titles and References 46 Section 7.11 Amendment and Restatement 47 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 20__, by and among (i) Kingfisher PLC, a 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 acting in its capacity as depositary, and any successor depositary hereunder (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 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 28 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 30 Section 4.12 Available Information 2931 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 33 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 36 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 39 Section 5.10 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement 40 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 43 Section 7.1 Counterparts 43 Section 7.2 No Third Party Beneficiaries/Acknowledgments 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 44 Section 7.5 Notices 44 Section 7.6 Governing Law and Jurisdiction 45 Section 7.7 Assignment 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 46 Section 7.9 English Law References 47 Section 7.10 Titles and References 47 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of ___________, 2021, by and among (i) 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 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 22 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 27 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 28 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 30 Section 4.12 Available Information 2931 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 34 Section 5.5 The Custodian 35 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 Fees and Charges of Depositary 38 Section 5.10 Pre-Release Transactions 40 Section 5.11 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement 40 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts 42 Section 7.2 No Third Party Beneficiaries 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 43 Section 7.5 Notices 43 Section 7.6 Governing Law and Jurisdiction 44 Section 7.7 Assignment 45 Section 7.8 Compliance with U.S. Securities Laws 46 Section 7.9 Brazilian Law References 46 Section 7.10 Titles and References 46 Section 7.11 Amendment and Restatement 47 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], 2014, by and among (i) CPFL ENERGIA S.A., a company incorporated under the laws of the 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 acting in its capacity as depositary, and any successor depositary hereunder (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 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 Section 2.3 Deposit of Shares Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities Securities. 9 Section 2.5 Issuance of ADSs ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 13 Section 2.9 Lost ADRs, etc 13 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 15 Section 2.14 Restricted ADSs ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Section 4.7 Redemption Redemption. 25 Section 4.8 Conversion of Foreign Currency 26 25 Section 4.9 Fixing of ADS Record Date 27 26 Section 4.10 Voting of Deposited Securities 27 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 29 28 Section 4.12 Available Information 29Information. 29 Section 4.13 Reports. 29 Section 4.14 List of Holders 29 Section 4.15 Taxation 29 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 31 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration. 31 Section 5.3 Standard of Care 32 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 33 Section 5.5 The Custodian. 34 Section 5.6 Notices and Reports. 34 Section 5.7 Issuance of Additional Shares, ADSs etc 35 Section 5.8 Indemnification. 36 Section 5.9 Fees and Charges of Depositary 36 Section 5.10 Pre-Release Transactions. 38 Section 5.11 Restricted Securities Owners. 38 ARTICLE VI AMENDMENT AND TERMINATION 38 Section 6.1 Amendment/Supplement 38 Section 6.2 Termination. 39 ARTICLE VII MISCELLANEOUS 40 Section 7.1 Counterparts. 40 Section 7.2 No Third-Party Beneficiaries. 41 Section 7.3 Severability 41 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 41 Section 7.5 Notices 41 Section 7.6 Governing Law and Jurisdiction. 42 Section 7.7 Assignment 43 Section 7.8 Compliance with U.S. Securities Laws 43 Section 7.9 Swedish Law References. 44 Section 7.10 Titles and References. 44 Section 7.11 Amendment and Restatement 45 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [DATE], 2010, by and among (i) HUSQVARNA AB (publ), a company organized and existing under the laws of the 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 acting in its capacity as depositary, and any successor depositary hereunder (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 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 28 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 30 Section 4.12 Available Information 2931 Section 4.13 Reports 31 Section 4.14 List of Holders 31 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 33 Section 5.3 Standard of Care 34 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 35 Section 5.5 The Custodian 35 Section 5.6 Notices and Reports 36 Section 5.7 Issuance of Additional Shares, ADSs etc 37 Section 5.8 Indemnification 38 Section 5.9 ADS Fees and Charges 38 Section 5.10 Restricted Securities Owners 40 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement 40 Section 6.2 Termination 41 ARTICLE VII MISCELLANEOUS 42 Section 7.1 Counterparts 42 Section 7.2 No Third Party Beneficiaries/Acknowledgments 42 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 43 Section 7.5 Notices 43 Section 7.6 Governing Law and Jurisdiction 44 Section 7.7 Assignment 46 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 46 Section 7.9 The Republic of the Mxxxxxxx Islands Law References 46 Section 7.10 Titles and References 46 Section 7.11 Amendment and Restatement 47 EXHIBITS Form of ADR A-1 Fee Schedule B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [·], by and among (i) NAVIOS MARITIME HOLDINGS INC., a company organized under the laws of the 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 6 9 Section 2.1 Appointment of Depositary 6 9 Section 2.2 Form and Transferability of ADSs 6 9 Section 2.3 Deposit of Shares 8 11 Section 2.4 Registration and Safekeeping of Deposited Securities 9 13 Section 2.5 Issuance of ADSs 10 13 Section 2.6 Transfer, Combination and Split-up of ADRs 10 14 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 15 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 16 Section 2.9 Lost ADRs, etc 13 17 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 17 Section 2.11 Escheatment 13 17 Section 2.12 Partial Entitlement ADSs 14 18 Section 2.13 Certificated/Uncertificated ADSs 14 18 Section 2.14 Restricted ADSs 16 20 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 21 Section 3.1 Proofs, Certificates and Other Information 17 21 Section 3.2 Liability for Taxes and Other Charges 18 22 Section 3.3 Representations and Warranties on Deposit of Shares 18 23 Section 3.4 Compliance with Information Requests 19 23 Section 3.5 Ownership Restrictions 19 24 Section 3.6 Reporting Obligations and Regulatory Approvals 19 24 ARTICLE IV THE DEPOSITED SECURITIES 20 24 Section 4.1 Cash Distributions 20 24 Section 4.2 Distribution in Shares 21 25 Section 4.3 Elective Distributions in Cash or Shares 22 26 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 27 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 29 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 30 Section 4.7 Redemption 25 30 Section 4.8 Conversion of Foreign Currency 26 31 Section 4.9 Fixing of ADS Record Date 27 32 Section 4.10 Voting of Deposited Securities 27 33 Section 4.11 Changes Affecting Deposited Securities 29 34 Section 4.12 Available Information 2935 Section 4.13 Reports 35 Section 4.14 List of Holders 36 Section 4.15 Taxation 36 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 37 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 38 Section 5.3 Standard of Care 39 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 40 Section 5.5 The Custodian 40 Section 5.6 Notices and Reports 41 Section 5.7 Issuance of Additional Shares, ADSs etc 42 Section 5.8 Indemnification 43 Section 5.9 ADS Fees and Charges 44 Section 5.10 Pre-Release Transactions 45 ARTICLE VI AMENDMENT AND TERMINATION 46 Section 6.1 Amendment/Supplement 46 Section 6.2 Termination 47 ARTICLE VII MISCELLANEOUS 48 Section 7.1 Counterparts 48 Section 7.2 No Third Party Beneficiaries 48 Section 7.3 Severability 49 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 49 Section 7.5 Notices 49 Section 7.6 Governing Law and Jurisdiction 50 Section 7.7 Assignment 52 Section 7.8 Compliance with U.S. Securities Laws 52 Section 7.9 Mexican Law References 52 Section 7.10 Relationship between the Company and Holders and Beneficial Owners 52 Section 7.11 Titles and References 53 Section 7.12 Amendment and Restatement 53 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 2016, by and among (i) AMÉRICA MÓVIL, S.A.B. DE C.V., a company organized under the laws of the United Mexican States, and its successors, (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor 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 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 22 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 27 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 28 Section 4.10 Voting of Deposited Securities 27 28 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 2930 ii

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary Depositary. 6 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 10 Section 2.5 Issuance of ADSs ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 13 Section 2.9 Lost ADRs, etc 13 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 14 Section 2.11 Escheatment 13 Escheatment. 14 Section 2.12 Partial Entitlement ADSs ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 Information. 18 Section 3.2 Liability for Taxes and Other Charges Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 19 Section 3.4 Compliance with Information Requests Requests. 19 Section 3.5 Ownership Restrictions 19 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions Distributions. 20 Section 4.2 Distribution in Shares Shares. 21 Section 4.3 Elective Distributions in Cash or Shares Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form Form. 25 Section 4.7 Redemption Redemption. 25 Section 4.8 Conversion of Foreign Currency 26 Currency. 25 Section 4.9 Fixing of ADS Record Date 27 Date. 26 Section 4.10 Voting of Deposited Securities 27 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 28 Section 4.12 Available Information Information. 29 Section 4.13 Reports. 29 Section 4.14 List of Holders. 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 Depositary. 7 Section 2.2 Form and Transferability of ADSs 6 8 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 19 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 20 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 26 Section 4.7 Redemption 25 26 Section 4.8 Conversion of Foreign Currency 26 27 Section 4.9 Fixing of ADS Record Date 27 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 Section 4.12 Available Information 2928

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 Depositary. 7 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares 8 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 11 Section 2.5 Issuance of ADSs 10 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 14 Section 2.9 Lost ADRs, etc 13 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 15 Section 2.11 Escheatment 13 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 14 ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 16 Section 2.14 Restricted ADSs 16 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 Information. 19 Section 3.2 Liability for Taxes and Other Charges 18 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 20 Section 3.4 Compliance with Information Requests 19 Requests. 20 Section 3.5 Ownership Restrictions 19 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 20 22 Section 4.1 Cash Distributions 20 Distributions. 22 Section 4.2 Distribution in Shares 21 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 [Intentionally Omitted]. 27 Section 4.7 Redemption 25 Redemption. 27 Section 4.8 Conversion of Foreign Currency 26 Currency. 27 Section 4.9 Fixing of ADS Record Date 27 Date. 28 Section 4.10 Voting of Deposited Securities 27 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 31 Section 4.12 Available Information 29Information. 31 Section 4.13 Reports. 32 Section 4.14 List of Holders. 32 Section 4.15 Taxation. 32

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 27 Section 4.7 Redemption 25 27 Section 4.8 Conversion of Foreign Currency 26 28 Section 4.9 Fixing of ADS Record Date 27 29 Section 4.10 Voting of Deposited Securities 27 29 Section 4.11 Changes Affecting Deposited Securities 29 31 Section 4.12 Available Information 2932 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 6 8 Section 2.1 Appointment of Depositary 6 8 Section 2.2 Form and Transferability of ADSs 6 8 Section 2.3 Deposit of Shares 8 10 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 12 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 16 Section 2.12 Partial Entitlement ADSs 14 16 Section 2.13 Certificated/Uncertificated ADSs 14 17 Section 2.14 Restricted ADSs 16 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 20 Section 3.1 Proofs, Certificates and Other Information 17 20 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 21 Section 3.4 Compliance with Information Requests 19 21 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 22 Section 3.7 Notification of Interest 22 ARTICLE IV THE DEPOSITED SECURITIES 20 24 Section 4.1 Cash Distributions 20 24 Section 4.2 Distribution in Shares 21 25 Section 4.3 Elective Distributions in Cash or Shares 22 26 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 27 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 [Intentionally Omitted] 29 Section 4.7 Redemption 25 29 Section 4.8 Conversion of Foreign Currency 26 30 Section 4.9 Fixing of ADS Record Date 27 31 Section 4.10 Voting of Deposited Securities 27 31 Section 4.11 Changes Affecting Deposited Securities 29 33 Section 4.12 Available Information 2934 Section 4.13 Reports 34

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 13 Section 2.9 Lost ADRs, etc 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 14 Section 2.11 Escheatment 13 14 Section 2.12 Partial Entitlement ADSs 14 Section 2.13 Certificated/Uncertificated ADSs 14 15 Section 2.14 Restricted ADSs 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 18 Section 3.1 Proofs, Certificates and Other Information 17 18 Section 3.2 Liability for Taxes and Other Charges 18 Section 3.3 Representations and Warranties on Deposit of Shares 18 19 Section 3.4 Compliance with Information Requests 19 Section 3.5 Ownership Restrictions 19 Section 3.6 Reporting Obligations and Regulatory Approvals 19 20 ARTICLE IV THE DEPOSITED SECURITIES 20 Section 4.1 Cash Distributions 20 Section 4.2 Distribution in Shares 21 Section 4.3 Elective Distributions in Cash or Shares 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Section 4.7 Redemption 25 Section 4.8 Conversion of Foreign Currency 26 25 Section 4.9 Fixing of ADS Record Date 27 26 Section 4.10 Voting of Deposited Securities 27 Section 4.11 Changes Affecting Deposited Securities 29 28 Section 4.12 Available Information 29 Section 4.13 Reports 29 Section 4.14 List of Holders 29

APPOINTMENT OF DEPOSITARY; FORM OF RECEIPTS. DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 6 7 Section 2.1 Appointment of Depositary 6 Depositary. 7 Section 2.2 Form and Transferability of ADSs 6 ADSs. 7 Section 2.3 Deposit of Shares 8 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 Securities. 11 Section 2.5 Issuance of ADSs 10 ADSs. 11 Section 2.6 Transfer, Combination and Split-up Up of ADRs 10 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 etc. 14 Section 2.9 Lost ADRs, etc 13 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 Records. 15 Section 2.11 Escheatment 13 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 14 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 14 ADSs. 16 Section 2.14 Restricted ADSs 16 ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 Information. 19 Section 3.2 Liability of Holders and Beneficial Owners for Taxes and Other Charges 18 Charges. 21 Section 3.3 Representations and Warranties on Deposit of Shares 18 Shares. 21 Section 3.4 Compliance with Information Requests 19 Requests. 21 Section 3.5 Ownership Restrictions 19 Restrictions. 23 Section 3.6 Reporting Obligations and Regulatory Approvals 19 Approvals. 23 ARTICLE IV THE DEPOSITED SECURITIES 20 23 Section 4.1 Cash Distributions 20 Distributions. 23 Section 4.2 Distribution in Shares 21 Shares. 25 Section 4.3 Elective Distributions in Cash or Shares 22 Shares. 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 ADSs. 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 Shares. 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 Form. 29 Section 4.7 Redemption 25 Redemption. 29 Section 4.8 Conversion of Foreign Currency 26 Currency. 30 Section 4.9 Fixing of ADS Record Date 27 Date. 32 Section 4.10 Voting of Deposited Securities 27 Securities. 32 Section 4.11 Changes Affecting Deposited Securities 29 Securities. 33 Section 4.12 Available Information 29Information. 34 Section 4.13 Reports. 34 Section 4.14 List of Holders. 35 Section 4.15 Taxation. 35 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 36 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 36 Section 5.2 Exoneration. 37 Section 5.3 Standard of Care. 38 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 39 Section 5.5 The Custodian. 39 Section 5.6 Notices and Reports. 40 Section 5.7 Issuance of Additional Shares, ADSs etc. 40 Section 5.8 Indemnification. 42 Section 5.9 Fees and Charges of Depositary. 42 Section 5.10 Restricted Securities Owners. 43 ARTICLE VI AMENDMENT AND TERMINATION 45 Section 6.1 Amendment/Supplement. 45 Section 6.2 Termination. 45 ARTICLE VII MISCELLANEOUS 46 Section 7.1 Counterparts. 46 Section 7.2 No Third Party Beneficiaries. 47 Section 7.3 Severability. 47 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect. 47 Section 7.5 Notices. 47 Section 7.6 Governing Law and Jurisdiction. 49 Section 7.7 Assignment. 50 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 50 Section 7.9 English and Welsh Law References. 50 Section 7.10 Titles and References. 51 Section 7.11 Amendment and Restatement. 51 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of November 26, 2018, by and among (i) BRITISH 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 6 7 Section 2.1 Appointment of Depositary 6 7 Section 2.2 Form and Transferability of ADSs 6 7 Section 2.3 Deposit of Shares 8 9 Section 2.4 Registration and Safekeeping of Deposited Securities 9 11 Section 2.5 Issuance of ADSs 10 11 Section 2.6 Transfer, Combination and Split-up of ADRs 10 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 14 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 15 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 20 Section 3.5 Ownership Restrictions 19 21 Section 3.6 Reporting Obligations and Regulatory Approvals 19 21 ARTICLE IV THE DEPOSITED SECURITIES 20 21 Section 4.1 Cash Distributions 20 21 Section 4.2 Distribution in Shares 21 22 Section 4.3 Elective Distributions in Cash or Shares 22 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 27 Section 4.7 Redemption 25 27 Section 4.8 Conversion of Foreign Currency 26 28 Section 4.9 Fixing of ADS Record Date 27 29 Section 4.10 Voting of Deposited Securities 27 29 Section 4.11 Changes Affecting Deposited Securities 29 31 Section 4.12 Available Information 2932 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 iii 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 6 Section 2.1 Appointment of Depositary 6 Section 2.2 Form and Transferability of ADSs 6 Section 2.3 Deposit of Shares 8 Section 2.4 Registration and Safekeeping of Deposited Securities 9 10 Section 2.5 Issuance of ADSs 10 Section 2.6 Transfer, Combination and Split-up of ADRs 10 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 11 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 12 13 Section 2.9 Lost ADRs, etc 13 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 13 15 Section 2.11 Escheatment 13 15 Section 2.12 Partial Entitlement ADSs 14 16 Section 2.13 Certificated/Uncertificated ADSs 14 16 Section 2.14 Restricted ADSs 16 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERSAND HOLDERS AND BENEFICIAL OWNERS OF ADSs 17 19 Section 3.1 Proofs, Certificates and Other Information 17 19 Section 3.2 Liability for Taxes and Other Charges 18 20 Section 3.3 Representations and Warranties on Deposit of Shares 18 20 Section 3.4 Compliance with Information Requests 19 22 Section 3.5 Ownership Restrictions 19 22 Section 3.6 Reporting Obligations and Regulatory Approvals 19 22 ARTICLE IV THE DEPOSITED SECURITIES 20 23 Section 4.1 Cash Distributions 20 23 Section 4.2 Distribution in Shares 21 24 Section 4.3 Elective Distributions in Cash or Shares 22 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 22 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 24 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 25 28 Section 4.7 Redemption 25 28 Section 4.8 Conversion of Foreign Currency 26 29 Section 4.9 Fixing of ADS Record Date 27 30 Section 4.10 Voting of Deposited Securities 27 30 Section 4.11 Changes Affecting Deposited Securities 29 32 Section 4.12 Available Information 2933 Section 4.13 Reports 34 Section 4.14 List of Holders 34 Section 4.15 Taxation 34