Common use of Appointment of Depositary Clause in Contracts

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 Section 2.1 Appointment of Depositary 8 Section 2.2 Form and Transferability of ADSs 9 Section 2.3 Deposit of Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 Section 2.9 Lost ADRs, etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Section 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section 3.1 Proofs, Certificates and Other Information 20 Section 3.2 Liability for Taxes and Other Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares 21 Section 3.4 Compliance with Information Requests 22 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 24 Section 4.1 Cash Distributions 24 Section 4.2 Distribution in Shares 25 Section 4.3 Elective Distributions in Cash or Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 Fixing of ADS Record Date 31 Section 4.10 Voting of Deposited Securities 31 Section 4.11 Changes Affecting Deposited Securities 33 Section 4.12 Available Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs 18 ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 21 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 28 Section 4.7 Redemption 29 Redemption. 28 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 29 Section 4.10 Voting of Deposited Securities 31 Securities. 30 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 32 Section 4.12 Available Information 34 Information. 32 Section 4.13 Reports 34 Reports. 33 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 Registrar. 34 Section 5.2 Exoneration. 35 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. 39 Section 5.8 Indemnification. 40 Section 5.9 ADS Fees and Charges. 41 Section 5.10 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. 44 Section 7.3 Severability. 45 Section 7.4 Holders 34and 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, and No Disclaimer under, 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 DEPOSIT AGREEMENT, dated as of [●], 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 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 8 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 21 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 28 Section 4.7 Redemption 29 Redemption. 28 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 29 Section 4.10 Voting of Deposited Securities 31 Securities. 30 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34Information. 32

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 9 Section 2.5 Issuance of ADSs 12 9 Section 2.6 Transfer, Combination and Split-up of ADRs 13 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 13 Section 2.11 Escheatment 16 13 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 17 Section 3.2 Liability for Taxes and Other Charges 21 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 18 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 Ownership Restrictions 22 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 19 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 20 Section 4.2 Distribution in Shares 25 21 Section 4.3 Elective Distributions in Cash or Shares 25 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 24 Section 4.7 Redemption 29 25 Section 4.8 Conversion of Foreign Currency 30 25 Section 4.9 Fixing of ADS Record Date 31 26 Section 4.10 Voting of Deposited Securities 31 26 Section 4.11 Changes Affecting Deposited Securities 33 29 Section 4.12 Available Information 34 29 Section 4.13 Reports 34 30 Section 4.14 List of Holders 3430 Section 4.15 Taxation 30 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 31 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 32 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 37 Section 5.10 Pre-Release Transactions 38 Section 5.11 Restricted Securities Owners 38 ARTICLE VI AMENDMENT AND TERMINATION 39 Section 6.1 Amendment/Supplement 39 Section 6.2 Termination 40 ARTICLE VII MISCELLANEOUS 41 Section 7.1 Counterparts 41 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 44 Section 7.8 Compliance with U.S. Securities Laws 44 Section 7.9 Cayman Island Law References 44 Section 7.10 Titles and References 44 EXHIBITS Form of ADR A-1

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 Section 2.1 Appointment of Depositary Depositary. 8 Section 2.2 Form and Transferability of ADSs 9 ADSs. 8 Section 2.3 Deposit of Shares Shares. 10 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs ADSs. 12 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment Escheatment. 16 Section 2.12 Partial Entitlement ADSs ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 21 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 27 Section 4.7 Redemption 29 Redemption. 27 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 29 Section 4.10 Voting of Deposited Securities 31 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Information. 32 Section 4.13 Reports 34 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 Registrar. 34 Section 5.2 Exoneration. 35 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. 44 Section 7.3 Severability. 45 Section 7.4 Holders 34and 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 England and Wales Law References. 48 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of [DATE], 2017, by and among (i) NuCana 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 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 Ownership Restrictions 22 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 20 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 25 Section 4.7 Redemption 29 Redemption. 25 Section 4.8 Conversion of Foreign Currency 30 Currency. 26 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 29 Section 4.12 Available Information 34 Information. 30 Section 4.13 Reports 34 Reports. 30 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. 32 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. 35 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. 42 Section 7.4 Holders 34and Beneficial Owners as Parties; Binding Effect. 42 Section 7.5 Notices. 43 Section 7.6 Governing Law and Jurisdiction. 43 Section 7.7 Assignment. 45 Section 7.8 Compliance with U.S. Securities Laws. 45 Section 7.9 England and Wales Law References. 45 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], 2017, by and among (i) NuCana 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 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 20 Section 3.5 Ownership Restrictions 22 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 Distributions. 21 Section 4.2 Distribution in Shares 25 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 26 Section 4.7 Redemption 29 Redemption. 26 Section 4.8 Conversion of Foreign Currency 30 Currency. 27 Section 4.9 Fixing of ADS Record Date 31 Date. 28 Section 4.10 Voting of Deposited Securities 31 Securities. 28 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Information. 31 Section 4.13 Reports 34 Reports. 31 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 Registrar. 33 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. 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. 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement. 41 Section 6.2 Termination. 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts. 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 44 Section 7.3 Severability. 44 Section 7.4 Holders 34and Beneficial Owners as Parties; Binding Effect. 44 Section 7.5 Notices. 45 Section 7.6 Governing Law and Jurisdiction. 45 Section 7.7 Assignment. 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 47 Section 7.9 The Cayman Islands Law References. 48 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) CANGO INC., an exempted company with limited liability organized 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 (“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 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 9 Section 2.5 Issuance of ADSs 12 9 Section 2.6 Transfer, Combination and Split-up of ADRs 13 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 13 Section 2.11 Escheatment 16 13 Section 2.12 Partial Entitlement ADSs 16 13 Section 2.13 Certificated/Uncertificated ADSs 17 14 Section 2.14 Restricted ADSs 18 15 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 17 Section 3.2 Liability for Taxes and Other Charges 21 17 Section 3.3 Representations and Warranties on Deposit of Shares 21 18 Section 3.4 Compliance with Information Requests 22 18 Section 3.5 Ownership Restrictions 22 18 Section 3.6 Reporting Obligations and Regulatory Approvals 23 19 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 20 Section 4.2 Distribution in Shares 25 20 Section 4.3 Elective Distributions in Cash or Shares 25 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 24 Section 4.7 Redemption 29 24 Section 4.8 Conversion of Foreign Currency 30 25 Section 4.9 Fixing of ADS Record Date 31 25 Section 4.10 Voting of Deposited Securities 31 26 Section 4.11 Changes Affecting Deposited Securities 33 27 Section 4.12 Available Information 34 28 Section 4.13 Reports 34 28 Section 4.14 List of Holders 3428 Section 4.15 Taxation 29 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 30 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 30 Section 5.3 Standard of Care 31 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 32 Section 5.5 The Custodian 32 Section 5.6 Notices and Reports 33 Section 5.7 Issuance of Additional Shares, ADSs etc. 34 Section 5.8 Indemnification 35 Section 5.9 Fees and Charges of Depositary 35 Section 5.10 Pre-Release Transactions 36 Section 5.11 Restricted Securities Owners 37 ARTICLE VI AMENDMENT AND TERMINATION 37 Section 6.1 Amendment/Supplement 37 Section 6.2 Termination 38 ARTICLE VII MISCELLANEOUS 39 Section 7.1 Counterparts 39 Section 7.2 No Third-Party Beneficiaries 39 Section 7.3 Severability 40 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 40 Section 7.5 Notices 40 Section 7.6 Governing Law and Jurisdiction 41 Section 7.7 Assignment 42 Section 7.8 Compliance with U.S. Securities Laws 42 Section 7.9 Spanish Law References 43 Section 7.10 Titles and References 43 EXHIBITS Form of ADR A-1 Fee Schedule B-1

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 21 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 26 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 28 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 30 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 31 Section 4.14 List of Holders 3431 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 Xxxxxxxxx 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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 28 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 30 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 31 Section 4.14 List of Holders 3431 Section 4.15 Taxation 31 Section 4.16 Limitation of Rights 32 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 39 Section 5.10 Pre-Release Transactions 40 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 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 U.S. Securities Laws 46 Section 7.9 Relationship between the Company and Holders and Beneficial Owners 46 Section 7.10 German Law References 47 Section 7.11 Titles and References 47 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of [DATE], 2014, by and among (i) Innocoll AG, 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 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 8 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 21 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 27 Section 4.7 Redemption 29 Redemption. 27 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 29 Section 4.10 Voting of Deposited Securities 31 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Information. 31 Section 4.13 Reports 34 Reports. 32 Section 4.14 List of Holders 34Holders. 32 Section 4.15 Taxation. 32

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 21 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 26 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 28 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 30 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 31 Section 4.14 List of Holders 3431 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 Xxxxxxxxx 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 February 9, 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 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 8 Section 2.3 Deposit of Shares Shares. 10 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs 18 ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 21 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 27 Section 4.7 Redemption 29 Redemption. 27 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 29 Section 4.10 Voting of Deposited Securities 31 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 32 Section 4.12 Available Information 34 Information. 33 Section 4.13 Reports 34 Reports. 33 Section 4.14 List of Holders. 34 Section 4.15 Taxation. 34 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. 36 Section 5.3 Standard of Care. 37 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 38 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. 41 Section 5.9 ADS Fees and Charges. 42 Section 5.10 Restricted Securities Owners. 43 ARTICLE VI AMENDMENT AND TERMINATION 44 Section 6.1 Amendment/Supplement. 44 Section 6.2 Termination. 44 ARTICLE VII MISCELLANEOUS 46 Section 7.1 Counterparts. 46 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 46 Section 7.3 Severability. 47 Section 7.4 Holders 34and Beneficial Owners as Parties; Binding Effect. 47 Section 7.5 Notices. 47 Section 7.6 Governing Law and Jurisdiction. 48 Section 7.7 Assignment. 50 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 50 Section 7.9 French Law References. 50 Section 7.10 Titles and References. 50 Section 7.11 Amendment and Restatement. 51 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) ACCOR S.A., a company organized under the laws of France, 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 RECEIPTS;DEPOSIT OF SHARES; EXECUTION AND DELIVERYANDDELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 20 Section 4.2 Distribution in Shares 25 21 Section 4.3 Elective Distributions in Cash or Shares 25 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 26 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 27 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 30 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 31 Section 4.14 List of Holders 3431 Section 4.15 Taxation 31

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 5 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 9 Section 2.5 Issuance of ADSs 12 ADSs. 9 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 13 Section 2.11 Escheatment 16 Escheatment. 13 Section 2.12 Partial Entitlement ADSs 16 ADSs. 13 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 14 Section 2.14 Restricted ADSs 18 ADSs. 15 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 Information. 17 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 17 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 18 Section 3.4 Compliance with Information Requests 22 Requests. 18 Section 3.5 Ownership Restrictions 22 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 19 ARTICLE IV THE DEPOSITED SECURITIES 24 19 Section 4.1 Cash Distributions 24 Distributions. 19 Section 4.2 Distribution in Shares 25 Shares. 20 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 24 Section 4.7 Redemption 29 Redemption. 24 Section 4.8 Conversion of Foreign Currency 30 Currency. 25 Section 4.9 Fixing of ADS Record Date 31 Date. 26 Section 4.10 Voting of Deposited Securities 31 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 28 Section 4.12 Available Information 34 Information. 28 Section 4.13 Reports 34 Reports. 29 Section 4.14 List of Holders 34Holders. 29

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND HOLDERSAND BENEFICIAL OWNERS OF ADSs 20 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 Section 3.7 Disclosure of Interest 21 ARTICLE IV THE DEPOSITED SECURITIES 24 Section 4.1 Cash Distributions 24 Section 4.2 Distribution in Shares 25 Section 4.3 Elective Distributions in Cash or Shares 25 Section 4.4 Distribution of Rights to Purchase Additional Shares in the Form of ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form [RESERVED] 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 Fixing of ADS Record Date 31 30 Section 4.10 Voting of Deposited Securities 31 Section 4.11 Changes Affecting Deposited Securities 33 Section 4.12 Available Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34 Section 4.15 Taxation 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 Section 2.1 Appointment of Depositary 8 Section 2.2 Form and Transferability of ADSs 9 8 Section 2.3 Deposit of Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 Section 2.9 Lost ADRs, etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Section 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section 3.1 Proofs, Certificates and Other Information 20 Section 3.2 Liability for Taxes and Other Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares 21 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 24 23 Section 4.1 Cash Distributions 24 23 Section 4.2 Distribution in Shares 25 24 Section 4.3 Elective Distributions in Cash or Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 Fixing of ADS Record Date 31 30 Section 4.10 Voting of Deposited Securities 31 Section 4.11 Changes Affecting Deposited Securities 33 Section 4.12 Available Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 3434 Section 4.15 Taxation 34 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 36 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 36 Section 5.3 Standard of Care 37 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 38 Section 5.5 The Custodian 39 Section 5.6 Notices and Reports 39 Section 5.7 Issuance of Additional Shares, ADSs etc 40 Section 5.8 Indemnification 41 Section 5.9 ADS Fees and Charges 42 Section 5.10 Restricted Securities Owners 43 ARTICLE VI AMENDMENT AND TERMINATION 43 Section 6.1 Amendment/Supplement 43 Section 6.2 Termination 44 ARTICLE VII MISCELLANEOUS 46 Section 7.1 Counterparts 46 Section 7.2 No Third Party Beneficiaries/Acknowledgments 46 Section 7.3 Severability 46 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 46 Section 7.5 Notices 47 Section 7.6 Governing Law and Jurisdiction 47 Section 7.7 Assignment 49 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 49 Section 7.9 English Law References 50 Section 7.10 Titles and References 50 Section 7.11 Amendment and Restatement 51 EXHIBITS Form of ADR A-1 Fee Schedule B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [·], 2020, by and among (i) ANGLE 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 its successors, 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 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 9 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 13 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 14 Section 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 Information. 17 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 18 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 Ownership Restrictions 22 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 19 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 20 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 25 Section 4.7 Redemption 29 Redemption. 25 Section 4.8 Conversion of Foreign Currency 30 Currency. 26 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 29 Section 4.12 Available Information 34 Information. 30 Section 4.13 Reports 34 Reports. 30 Section 4.14 List of Holders. 30 Section 4.15 Taxation. 30 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 31 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 31 Section 5.2 Exoneration. 32 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. 34 Section 5.6 Notices and Reports. 35 Section 5.7 Issuance of Additional Shares, ADSs etc. 36 Section 5.8 Indemnification. 37 Section 5.9 ADS Fees and Charges. 37 Section 5.10 Restricted Securities Owners. 39 ARTICLE VI AMENDMENT AND TERMINATION 39 Section 6.1 Amendment/Supplement. 39 Section 6.2 Termination. 40 ARTICLE VII MISCELLANEOUS 41 Section 7.1 Counterparts. 41 Section 7.2 No Third Party Beneficiaries. 41 Section 7.3 Severability. 42 Section 7.4 Holders 34and Beneficial Owners as Parties; Binding Effect. 42 Section 7.5 Notices. 42 Section 7.6 Governing Law and Jurisdiction. 43 Section 7.7 Assignment. 44 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 44 Section 7.9 England and Wales Law References. 45 Section 7.10 Titles and References. 45 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of April 23, 2019, by and among (i) Mereo BioPharma Group 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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 22 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 28 Section 4.7 Redemption 29 28 Section 4.8 Conversion of Foreign Currency 30 29 Section 4.9 Fixing of ADS Record Date 31 30 Section 4.10 Voting of Deposited Securities 31 30 Section 4.11 Changes Affecting Deposited Securities 33 32 Section 4.12 Available Information 34 33 Section 4.13 Reports 34 33 Section 4.14 List of Holders 3434 Section 4.15 Taxation 34 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 35 Section 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 Section 5.2 Exoneration 36 Section 5.3 Standard of Care 37 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 38 Section 5.5 The Custodian 38 Section 5.6 Notices and Reports 39 Section 5.7 Issuance of Additional Shares, ADSs etc 40 Section 5.8 Indemnification 41 Section 5.9 ADS Fees and Charges 41 Section 5.10 Restricted Securities Owners 43 ARTICLE VI AMENDMENT AND TERMINATION 43 Section 6.1 Amendment/Supplement 43 Section 6.2 Termination 44 ARTICLE VII MISCELLANEOUS 45 Section 7.1 Counterparts 45 Section 7.2 No Third Party Beneficiaries/Acknowledgments 45 Section 7.3 Severability 46 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 46 Section 7.5 Notices 46 Section 7.6 Governing Law and Jurisdiction 47 Section 7.7 Assignment 49 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 49 Section 7.9 English and Welsh Law References 49 Section 7.10 Titles and References 49 Section 7.11 Amendment and Restatement 50 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of ___________, 2019, by and among (i) TXXX & LXXX PLC, a company organized 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 RECEIPTSRECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 Section 5 SECTION 2.1 Appointment of Depositary 8 Section 5 SECTION 2.2 Form and Transferability of ADSs 9 Section Receipts 5 SECTION 2.3 Deposit Deposits 7 SECTION 2.4 Execution and Delivery of Shares 10 Section 2.4 Registration and Safekeeping Receipts 8 SECTION 2.5 Transfer of Deposited Securities 12 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Receipts; Combination and Split-up of ADRs 13 Section 2.7 Receipts 8 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities 14 Section 2.8 9 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc 15 Section etc. 10 SECTION 2.8 Lost Receipts, etc. 11 SECTION 2.9 Lost ADRs, etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records 16 Section 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 11 SECTION 2.10 Maintenance of Records 11 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section RECEIPTS 12 SECTION 3.1 Proofs, Certificates and Other Information 20 Section 12 SECTION 3.2 Liability for Taxes and Other Charges 21 Section 12 SECTION 3.3 Representations and Warranties on Deposit of Shares 21 Section 13 SECTION 3.4 Compliance with Information Requests 22 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 13 ARTICLE IV THE DEPOSITED SECURITIES 24 Section SECURITIES. 14 SECTION 4.1 Cash Distributions 24 Section 14 SECTION 4.2 Distribution in Shares 25 Section 14 SECTION 4.3 Elective Distributions in Cash or Shares 25 Section 15 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section Shares 16 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 17 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 18 SECTION 4.7 Fixing of ADS Record Date 31 Section 4.10 19 SECTION 4.8 Voting of Deposited Securities 31 Section 4.11 19 SECTION 4.9 Changes Affecting Deposited Securities 33 Section 4.12 21 SECTION 4.10 Available Information 34 Section 4.13 21 SECTION 4.11 Reports 34 Section 4.14 22 SECTION 4.12 List of Holders 3422 SECTION 4.13 Taxation; Withholding 22

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 Ownership Restrictions 22 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 20 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 25 Section 4.7 Redemption 29 Redemption. 26 Section 4.8 Conversion of Foreign Currency 30 Currency. 26 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 30 Section 4.12 Available Information 34 Information. 30 Section 4.13 Reports 34 Reports. 30 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. 32 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. 35 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. 42 Section 7.4 Holders 34and 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 England and Wales Law References. 45 Section 7.10 Titles and References. 46 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of October 2, 2017, by and among (i) NuCana 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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 20 Section 4.2 Distribution in Shares 25 21 Section 4.3 Elective Distributions in Cash or Shares 25 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 25 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 26 Section 4.9 Fixing of ADS Record Date 31 27 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 30 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 31 Section 4.14 List of Holders 3431 Section 4.15 Taxation 31 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 32

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 Ownership Restrictions 22 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 Distributions. 21 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 25 Section 4.7 Redemption 29 Redemption. 25 Section 4.8 Conversion of Foreign Currency 30 Currency. 26 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 29 Section 4.12 Available Information 34 Information. 29 Section 4.13 Reports 34 Reports. 30 Section 4.14 List of Holders 34Holders. 30 Section 4.15 Taxation. 30

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 ADSS 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 20 Section 4.2 Distribution in Shares 25 21 Section 4.3 Elective Distributions in Cash or Shares 25 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 25 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 26 Section 4.9 Fixing of ADS Record Date 31 27 Section 4.10 Voting of Deposited Securities 31 27 Section 4.11 Changes Affecting Deposited Securities 33 31 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 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

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 5 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 7 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 9 Section 2.5 Issuance of ADSs 12 ADSs. 9 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 10 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 12 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 13 Section 2.11 Escheatment 16 Escheatment. 13 Section 2.12 Partial Entitlement ADSs 16 ADSs. 13 Section 2.13 Certificated/Uncertificated ADSs 17 14 Section 2.14 Restricted ADSs 18 ADSs. 15 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 Information. 17 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 17 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 18 Section 3.4 Compliance with Information Requests 22 Requests. 18 Section 3.5 Ownership Restrictions 22 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 19 ARTICLE IV THE DEPOSITED SECURITIES 24 19 Section 4.1 Cash Distributions 24 Distributions. 19 Section 4.2 Distribution in Shares 25 Shares. 20 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 21 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 24 Section 4.7 Redemption 29 Redemption. 24 Section 4.8 Conversion of Foreign Currency 30 Currency. 25 Section 4.9 Fixing of ADS Record Date 31 Date. 25 Section 4.10 Voting of Deposited Securities 31 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 27 Section 4.12 Available Information 34 Information. 28 Section 4.13 Reports 34 Reports. 28 Section 4.14 List of Holders 34Holders. 29

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 21 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 27 Section 4.7 Redemption 29 Redemption. 27 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 29 Section 4.10 Voting of Deposited Securities 31 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Information. 32 Section 4.13 Reports 34 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 Registrar. 34 Section 5.2 Exoneration. 35 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 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. 44 Section 7.3 Severability. 45 Section 7.4 Holders 34and 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, and No Disclaimer under, U.S. Securities Laws. 48 Section 7.9 The Cayman Islands Law References. 48 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of [●], 2020, by and among (i) PHOENIX TREE HOLDINGS LIMITED, an exempted company incorporated 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 (“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 8 6 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 21 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 26 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 28 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 31 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 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 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 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 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 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 Argentine 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 ___________, 2017, by and among (i) LOMA NEGRA COMPAÑÍA INDUSTRIAL ARGENTINA SOCIEDAD ANÓNIMA, a company organized under the laws of Argentina, 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 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 20 Section 3.5 Ownership Restrictions 22 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 20 Section 4.2 Distribution in Shares 25 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 26 Section 4.7 Redemption 29 Redemption. 26 Section 4.8 Conversion of Foreign Currency 30 Currency. 27 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 28 9964064v.4 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 30 Section 4.12 Available Information 34 Information. 31 Section 4.13 Reports 34 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. 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 34and 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 England and Wales 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 October 2, 2017, by and among (i) NuCana 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 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 21 Section 4.2 Distribution in Shares 25 21 Section 4.3 Elective Distributions in Cash or Shares 25 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 26 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 28 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 30 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 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 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 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/Acknowledgments 43 Section 7.3 Severability 43 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 43 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 September [●], 2019, by and among (i) Amryt Pharma 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, and its successors (“Citibank”) acting in its capacity as depositary under the terms of this Deposit Agreement, 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 RECEIPTSRECEIPT; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 Section 5 SECTION 2.1 Appointment of Depositary 8 Section 5 SECTION 2.2 Form and Transferability of ADSs 9 Section Receipts 5 SECTION 2.3 Deposit Deposits 6 SECTION 2.4 Execution and Delivery of Shares 10 Section 2.4 Registration and Safekeeping Receipts 8 SECTION 2.5 Transfer of Deposited Securities 12 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Receipts; Combination and Split-up of ADRs 13 Section 2.7 Receipts 8 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities 14 Section 2.8 9 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc 15 Section etc. 10 SECTION 2.8 Lost Receipts, etc. 10 SECTION 2.9 Lost ADRs, etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records 16 Section 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 11 SECTION 2.10 Pre-Release 11 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section RECEIPTS 12 SECTION 3.1 Proofs, Certificates and Other Information 20 Section 12 SECTION 3.2 Liability for Taxes and Other Charges 21 Section 12 SECTION 3.3 Representations and Warranties on Deposit of Shares 21 Section 13 SECTION 3.4 Ownership Restrictions 13 SECTION 3.5 Compliance with Information Requests 22 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 13 ARTICLE IV THE DEPOSITED SECURITIES 24 Section SECURITIES. 15 SECTION 4.1 Cash Distributions 24 Section 15 SECTION 4.2 Distribution in Shares 25 Section 16 SECTION 4.3 Elective Distributions in Cash or Shares 25 Section 16 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section Shares 17 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 19 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 19 SECTION 4.7 Fixing of ADS Record Date 31 Section 4.10 20 SECTION 4.8 Voting of Deposited Securities 31 Section 4.11 20 SECTION 4.9 Changes Affecting Deposited Securities 33 Section 4.12 22 SECTION 4.10 Available Information 34 Section 4.13 23 SECTION 4.11 Reports 34 Section 4.14 23 SECTION 4.12 List of Holders 3423 SECTION 4.13 Taxation; Withholding 23 SECTION 4.14 Affiliates etc. 24 ARTICLE V. THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 24 SECTION 5.1 Maintenance of Office and Transfer Books by the Rxxxxxxxx 00 SECTION 5.2 Exoneration 25 SECTION 5.3 Standard of Care 26 SECTION 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 27 SECTION 5.5 The Custodian 28 SECTION 5.6 Notices and Reports 28 SECTION 5.7 Issuance of Additional Shares, ADSs etc. 29 SECTION 5.8 Indemnification 30 SECTION 5.9 Fees and Charges of Depositary 31 SECTION 5.10 Restricted Securities Owners/Ownership Restrictions 32 ARTICLE VI. AMENDMENT AND TERMINATION 32 SECTION 6.1 Amendment/Supplement 32 SECTION 6.2 Termination 33 ARTICLE VII. MISCELLANEOUS 34 SECTION 7.1 Counterparts 34 SECTION 7.2 No Third-Party Beneficiaries 34 SECTION 7.3 Severability 35 SECTION 7.4 Holders and Beneficial Owners as Parties; Binding Effect 35 SECTION 7.5 Notices 35 SECTION 7.6 Governing Law and Jurisdiction 36 SECTION 7.7 Assignment 37 SECTION 7.8 Compliance with U.S. Securities Laws 37 SECTION 7.9 Titles; References 37 SECTION 7.10 Agents 38 SECTION 7.11 Exclusivity 38

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 9 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 13 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 Ownership Restrictions 22 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 20 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 [Intentionally Omitted] 25 Section 4.7 Redemption 29 Redemption. 25 Section 4.8 Conversion of Foreign Currency 30 Currency. 26 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 29 Section 4.12 Available Information 34 Information. 30 Section 4.13 Reports 34 Reports. 30 Section 4.14 List of Holders. 30 Section 4.15 Taxation. 30 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 31 Section 5.1 Maintenance of Office and Transfer Books by the Registrar. 31 Section 5.2 Exoneration. 32 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. 34 Section 5.6 Notices and Reports. 35 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 Restricted Securities Owners. 39 ARTICLE VI AMENDMENT AND TERMINATION 39 Section 6.1 Amendment/Supplement. 39 Section 6.2 Termination. 40 ARTICLE VII MISCELLANEOUS 41 Section 7.1 Counterparts. 41 Section 7.2 No Third Party Beneficiaries/Acknowledgments. 41 Section 7.3 Severability. 42 Section 7.4 Holders 34and Beneficial Owners as Parties; Binding Effect. 42 Section 7.5 Notices. 42 Section 7.6 Governing Law and Jurisdiction. 43 Section 7.7 Assignment. 45 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 45 Section 7.9 Swedish Law References. 45 Section 7.10 Titles and References. 45 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of ___________, 2020, by and among (i) Calliditas Therapeutics AB, a company organized 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 (“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 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 14 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 Ownership Restrictions 22 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 20 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 26 Section 4.7 Redemption 29 Redemption. 26 Section 4.8 Conversion of Foreign Currency 30 Currency. 27 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 28 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 30 Section 4.12 Available Information 34 Information. 31 Section 4.13 Reports 34 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 34and 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 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 November 19, 2018, by and among (i) WEIDAI LTD., an exempted company with limited liability registered 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 (“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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 28 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 Section 4.12 Available Information 34 33 Section 4.13 Reports 34 33 Section 4.14 List of Holders 34 Section 4.15 Taxation 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 9 Section 2.5 Issuance of ADSs 12 ADSs. 9 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 13 Section 2.11 Escheatment 16 Escheatment. 13 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 Information. 17 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 18 Section 3.4 Compliance with Information Requests 22 Requests. 19 Section 3.5 Ownership Restrictions 22 Restrictions. 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 19 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 20 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 25 Section 4.7 Redemption 29 Redemption. 26 Section 4.8 Conversion of Foreign Currency 30 Currency. 26 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 30 Section 4.12 Available Information 34 Information. 30 Section 4.13 Reports 34 Reports. 30 Section 4.14 List of Holders. 30 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. 33 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary. 34 Section 5.5 The Custodian. 34 Section 5.6 Notices and Reports. 35 Section 5.7 Issuance of Additional Shares, ADSs etc. 36 Section 5.8 Indemnification. 36 Section 5.9 Fees and Charges of Depositary. 37 Section 5.10 Pre-Release Transactions. 39 Section 5.11 Restricted Securities Owners. 39 ARTICLE VI AMENDMENT AND TERMINATION 40 Section 6.1 Amendment/Supplement. 40 Section 6.2 Termination. 40 ARTICLE VII MISCELLANEOUS 41 Section 7.1 Counterparts. 41 Section 7.2 No Third-Party Beneficiaries. 41 Section 7.3 Severability. 42 Section 7.4 Holders 34and Beneficial Owners as Parties; Binding Effect. 42 Section 7.5 Notices. 42 Section 7.6 Governing Law and Jurisdiction. 43 Section 7.7 Assignment. 44 Section 7.8 Compliance with U.S. Securities Laws. 44 Section 7.9 Cayman Island Law References. 45 Section 7.10 Titles and References. 45 EXHIBITS Form of ADR. A-1

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS ADSs 8 Section 2.1 Appointment of Depositary 8 Section 2.2 Form and Transferability of ADSs 9 8 Section 2.3 Deposit of Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSsADRs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Section 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 2.12 Certificated/Uncertificated ADSs 17 Section 2.14 2.13 Restricted ADSs 18 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section 3.1 Proofs, Certificates and Other Information 20 Section 3.2 Liability for Taxes and Other Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares 21 Section 3.4 Compliance with Information Requests 22 Section 3.5 Ownership Restrictions [Intentionally Omitted] 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 24 Section 4.1 Cash Distributions 24 Section 4.2 Distribution in Shares 25 Section 4.3 Elective Distributions in Cash or Shares 25 Section 4.4 Distribution Disclosure of Rights to Purchase Additional ADSs 26 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 Fixing of ADS Record Date 31 Section 4.10 Voting of Deposited Securities 31 Section 4.11 Changes Affecting Deposited Securities 33 Section 4.12 Available Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34Interests 22

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs 18 ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 20 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 Distributions. 21 Section 4.2 Distribution in Shares 25 Shares. 22 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 27 Section 4.7 Redemption 29 Redemption. 27 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 28 Section 4.10 Voting of Deposited Securities 31 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Information. 32 Section 4.13 Reports 34 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 Registrar. 33 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. 38 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 34and 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 Cayman Islands Law References. 47 Section 7.10 Titles and References. 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of [DATE], 2017, by and among (i) PPDAI GROUP INC., an exempted company with limited liability incorporated 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 (“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 8 Section 2.1 Appointment of Depositary 8 Section 2.2 Form and Transferability of ADSs 9 8 Section 2.3 Deposit of Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 22 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 32 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 33 Section 4.14 List of Holders 3433 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 Xxxxxxxxx 00 Section 5.2 Exoneration 35 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 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 England and Wales Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of October 2, 2017, by and among (i) NuCana 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 8 6 Section 2.1 Appointment of Depositary 8 Depositary. 6 Section 2.2 Form and Transferability of ADSs 9 ADSs. 6 Section 2.3 Deposit of Shares 10 Shares. 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 9 Section 2.5 Issuance of ADSs 12 ADSs. 9 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 10 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 13 Section 2.11 Escheatment 16 Escheatment. 13 Section 2.12 Partial Entitlement ADSs 16 ADSs. 14 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 15 Section 2.14 Restricted ADSs 18 ADSs. 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 Information. 18 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 19 Section 3.4 Compliance with Information Requests 22 Requests. 20 Section 3.5 Ownership Restrictions 22 Restrictions. 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 Distributions. 21 Section 4.2 Distribution in Shares 25 Shares. 21 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 25 Section 4.7 Redemption 29 Redemption. 25 Section 4.8 Conversion of Foreign Currency 30 Currency. 26 Section 4.9 Fixing of ADS Record Date 31 Date. 27 Section 4.10 Voting of Deposited Securities 31 Securities. 27 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 29 Section 4.12 Available Information 34 Information. 30 Section 4.13 Reports 34 Reports. 30 Section 4.14 List of Holders 34Holders. 30

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 Depositary. 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 8 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs 16 ADSs. 15 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 21 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 22 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Form. 28 Section 4.7 Redemption 29 Redemption. 28 Section 4.8 Conversion of Foreign Currency 30 Currency. 28 Section 4.9 Fixing of ADS Record Date 31 Date. 29 Section 4.10 Voting of Deposited Securities 31 Securities. 30 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Information. 32 Section 4.13 Reports 34 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 Registrar. 34 Section 5.2 Exoneration. 35 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. 39 Section 5.8 Indemnification. 40 Section 5.9 ADS Fees and Charges. 41 Section 5.10 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 34and Beneficial Owners as Parties; Binding Effect. 45 Section 7.5 Notices. 46 Section 7.6 Governing Law and Jurisdiction. 47 Section 7.7 Assignment. 49 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws. 49 Section 7.9 Israeli Law References. 49 Section 7.10 Titles and References. 49 Section 7.11 Amendment and Restatement. 50 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 December 4, 2018, by and among (i) TEVA PHARMACEUTICAL INDUSTRIES LIMITED, a company incorporated under the laws of the State of Israel, 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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 with Custodian 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 28 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 30 Section 4.11 Changes Affecting Deposited Securities 33 31 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 33 Section 4.14 List of Holders 3433 Section 4.15 Taxation 33

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 Section 9 SECTION 2.1 Appointment of Depositary 8 Section 9 SECTION 2.2 Form and Transferability of ADSs ADSs. 9 Section SECTION 2.3 Deposit of Shares 10 Section with Custodian 13 SECTION 2.4 Registration and Safekeeping of Deposited Securities 12 Section 15 SECTION 2.5 Issuance Execution and Delivery of ADSs 12 Section Receipts 15 SECTION 2.6 Transfer, Combination and Split-up of ADRs 13 Section ADSs and Receipts. 16 SECTION 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Section Securities. 18 SECTION 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 Section etc. 21 SECTION 2.9 Lost ADRsReceipts, etc 16 Section 22 SECTION 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records 16 Section 23 SECTION 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 23 SECTION 2.12 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 ADSs. 25 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section 27 SECTION 3.1 Proofs, Certificates and Other Information 20 Section 27 SECTION 3.2 Liability for Taxes and Other Charges 21 Section 29 SECTION 3.3 Representations and Warranties on Deposit of Shares 21 Section 29 SECTION 3.4 Compliance with Information Requests 22 Section 30 SECTION 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 30 ARTICLE IV THE DEPOSITED SECURITIES 24 Section 31 SECTION 4.1 Cash Distributions 24 Section 31 SECTION 4.2 Distribution in Shares 25 Section 32 SECTION 4.3 Elective Distributions in Cash or Shares 25 Section 34 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section ADSs. 35 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section Shares. 38 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 39 SECTION 4.7 Redemption 29 Section 40 SECTION 4.8 Conversion of Foreign Currency 30 Section 41 SECTION 4.9 Fixing of ADS Record Date 31 Section 42 SECTION 4.10 Voting of Deposited Securities 31 Section 43 SECTION 4.11 Changes Affecting Deposited Securities 33 Section 4.12 Available Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 3446

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 31 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 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 Xxxxxxxxx 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 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 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 41 Section 6.1 Amendment/Supplement 41 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 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, and No Disclaimer under, U.S. Securities Laws 47 Section 7.9 English Law References 47 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of [•], 2020, by and among (i) PURETECH HEALTH 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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 32 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 Section 4.15 Taxation 35 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 34 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 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 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 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third-Party Beneficiaries/Acknowledgments 44 Section 7.3 Severability 44 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 47 Section 7.8 Compliance with, and No Disclaimer under, U.S. Securities Laws 47 Section 7.9 The British Virgin Islands Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of [●], 2019, by and among (i) ANPAC BIO-MEDICAL SCIENCE CO., LTD., a business company limited by shares incorporated in the British Virgin 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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 8 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 32 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 33 Section 4.14 List of Holders 3433 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 35 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 Restricted Securities Owners 41 ARTICLE VI AMENDMENT AND TERMINATION 42 Section 6.1 Amendment/Supplement 42 Section 6.2 Termination 42 ARTICLE VII MISCELLANEOUS 44 Section 7.1 Counterparts 44 Section 7.2 No Third Party Beneficiaries/Acknowledgments 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, and No Disclaimer under, U.S. Securities Laws 47 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 AMENDED AND RESTATED DEPOSIT AGREEMENT AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of [●] [●], 2020, by and among (i) Amryt Pharma 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, and its successors (“Citibank”) acting in its capacity as depositary under the terms of this Deposit Agreement, 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 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 13 Section 2.9 Lost ADRs, etc 16 etc. 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 21 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 26 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 28 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 31 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 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 Xxxxxxxxx 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 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 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 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 Argentine Law References 48 Section 7.10 Relationship between the Company and Holders and Beneficial Owners 48 Section 7.11 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of , 2018, by and among (i) CENTRAL PUERTO S.A., a company organized under the laws of Argentina, 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 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 32 Section 4.12 Available Information 34 33 Section 4.13 Reports 34 33 Section 4.14 List of Holders 3433

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 9 Section 2.1 Appointment of Depositary 8 9 Section 2.2 Form and Transferability of ADSs 9 10 Section 2.3 Deposit of Shares 10 with Custodian 11 Section 2.4 Registration and Safekeeping of Deposited Securities 12 13 Section 2.5 Issuance of ADSs 12 13 Section 2.6 Transfer, Combination and Split-up of ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 15 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 16 Section 2.9 Lost ADRs, etc 16 etc. 17 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 17 Section 2.11 Escheatment 16 17 Section 2.12 Partial Entitlement ADSs 16 17 Section 2.13 Certificated/Uncertificated ADSs 17 18 Section 2.14 Restricted ADSs 18 19 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 21 Section 3.1 Proofs, Certificates and Other Information 20 21 Section 3.2 Liability for Taxes and Other Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares 21 22 Section 3.4 Compliance with Information Requests and Applicable Law 22 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 24 Section 4.1 Cash Distributions 24 Section 4.2 Distribution in Shares 25 24 Section 4.3 Elective Distributions in Cash or Shares 25 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 28 Section 4.7 Redemption 29 28 Section 4.8 Conversion of Foreign Currency 30 29 Section 4.9 Fixing of ADS Record Date 31 30 Section 4.10 Voting of Deposited Securities 31 30 Section 4.11 Changes Affecting Deposited Securities 33 32 Section 4.12 Available Information 34 33 Section 4.13 Reports 34 33 Section 4.14 List of Holders 3433 Section 4.15 Taxation 33

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 15 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 17 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 21 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 22 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Redemption 26 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 26 Section 4.9 4.8 Fixing of ADS Record Date 31 27 Section 4.10 4.9 Voting of Deposited Securities 31 27 Section 4.11 4.10 Changes Affecting Deposited Securities 33 29 Section 4.11 Available Information 30 Section 4.12 Available Information 34 Reports 30 Section 4.13 Reports 34 Section 4.14 List of Holders 3430 Section 4.14 Taxation 30

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 10 Section 2.5 Issuance of ADSs 12 ADSs. 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 11 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 12 Section 2.9 Lost ADRs, etc 16 etc.. 13 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 13 Section 2.11 Escheatment 16 Escheatment. 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 17 Section 3.1 Proofs, Certificates and Other Information 20 17 Section 3.2 Liability for Taxes and Other Charges 21 17 Section 3.3 Representations and Warranties on Deposit of Shares 21 18 Section 3.4 Compliance with Information Requests 22 Requests. 18 Section 3.5 Ownership Restrictions 22 18 Section 3.6 Reporting Obligations and Regulatory Approvals 23 19 ARTICLE IV THE DEPOSITED SECURITIES 24 19 Section 4.1 Cash Distributions 24 Distributions. 19 Section 4.2 Distribution in Shares 25 Shares. 20 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 23 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 [Intentionally Omitted]. 24 Section 4.7 Redemption 29 Redemption. 24 Section 4.8 Conversion of Foreign Currency 30 Currency. 25 Section 4.9 Fixing of ADS Record Date 31 Date. 26 Section 4.10 Voting of Deposited Securities 31 Securities. 26 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 28 Section 4.12 Available Information 34 Information. 29 Section 4.13 Reports 34 29 Section 4.14 List of Holders 3429 Section 4.15 Taxation 29 (ii)

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 14 Section 2.9 Lost ADRs, etc 16 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 16 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 31 Section 4.12 Available Information 34 31 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 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 Xxxxxxxxx 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 ___________, 20__, 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 8 Section 4 SECTION 2.1 Appointment of Depositary 8 Section 4 SECTION 2.2 Form and Transferability of ADSs 9 Section Receipts 5 SECTION 2.3 Deposit Deposits 6 SECTION 2.4 Execution and Delivery of Shares 10 Section 2.4 Registration and Safekeeping Receipts 7 SECTION 2.5 Transfer of Deposited Securities 12 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Receipts; Combination and Split-up of ADRs 13 Section 2.7 Receipts 7 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities 14 Section 2.8 8 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc 15 Section etc. 9 SECTION 2.8 Lost Receipts, etc. 9 SECTION 2.9 Lost ADRs, etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRsReceipts; Maintenance of Records 16 Section 10 Page SECTION 2.10 Pre-Release 10 SECTION 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 10 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section RECEIPTS 11 SECTION 3.1 Proofs, Certificates and Other Information 20 Section 11 SECTION 3.2 Liability for Taxes and Other Charges 21 Section 12 SECTION 3.3 Representations and Warranties on Deposit of Shares 21 Section 12 SECTION 3.4 Compliance with Information Requests 22 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 13 ARTICLE IV IV. THE DEPOSITED SECURITIES 24 Section 13 SECTION 4.1 Cash Distributions 24 Section 13 SECTION 4.2 Distribution in Shares 25 Section 14 SECTION 4.3 Elective Distributions in Cash or Shares 25 Section 14 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section Shares 15 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 16 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 17 SECTION 4.7 Fixing of ADS Record Date 31 Section 4.10 17 SECTION 4.8 Voting of Deposited Securities 31 Section 4.11 18 SECTION 4.9 Changes Affecting Deposited Securities 33 Section 4.12 19 SECTION 4.10 Available Information 34 Section 4.13 19 SECTION 4.11 Reports 34 Section 4.14 20 SECTION 4.12 List of Holders 3420 SECTION 4.13 Taxation; Withholding 20

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 7 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 11 Section 2.5 Issuance of ADSs 12 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 15 Section 2.11 Escheatment 16 15 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 19 Section 3.2 Liability for Taxes and Other Charges 21 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 20 Section 3.4 Compliance with Information Requests 22 21 Section 3.5 Ownership Restrictions 22 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 22 Section 4.2 Distribution in Shares 25 23 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 27 Section 4.7 Redemption 29 27 Section 4.8 Conversion of Foreign Currency 30 28 Section 4.9 Fixing of ADS Record Date 31 29 Section 4.10 Voting of Deposited Securities 31 29 Section 4.11 Changes Affecting Deposited Securities 33 32 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3433 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 Xxxxxxxxx 00 Section 5.2 Exoneration 35 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. 39 Section 5.8 Indemnification 39 Section 5.9 ADS Fees and Charges 40 Section 5.10 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 44 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, and No Disclaimer under, U.S. Securities Laws 48 Section 7.9 The Cayman Islands Law References 48 Section 7.10 Titles and References 48 EXHIBITS Form of ADR A-1 Fee Schedule B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of January 22, 2020, by and among (i) I-MAB, an exempted company incorporated in 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 (“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 8 Section 2.1 Appointment of Depositary 8 Section 2.2 Form and Transferability of ADSs 9 8 Section 2.3 Deposit of Shares 10 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Combination and Split-up of ADRs 13 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 Section 2.9 Lost ADRs, etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Section 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 17 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 19 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section 3.1 Proofs, Certificates and Other Information 20 Section 3.2 Liability for Taxes and Other Governmental Charges 21 Section 3.3 Representations and Warranties on Deposit of Shares 21 22 Section 3.4 Compliance with Information Requests 22 Section 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 ARTICLE IV THE DEPOSITED SECURITIES 24 23 Section 4.1 Cash Distributions 24 23 Section 4.2 Distribution in Shares 25 24 Section 4.3 Elective Distributions in Cash or Shares 25 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 25 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 27 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 28 Section 4.7 Redemption 29 28 Section 4.8 Conversion of Foreign Currency 30 29 Section 4.9 Fixing of ADS Record Date 31 30 Section 4.10 Voting of Deposited Securities 31 30 Section 4.11 Changes Affecting Deposited Securities 33 Section 4.12 Available Information 34 Section 4.13 Reports 34 Section 4.14 List of Holders 34 Section 4.15 Taxation 34

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 Section 5 SECTION 2.1 Appointment of Depositary 8 Section 5 SECTION 2.2 Form and Transferability of ADSs 9 Section Receipts 5 SECTION 2.3 Deposit Deposits 6 SECTION 2.4 Execution and Delivery of Shares 10 Section 2.4 Registration and Safekeeping Receipts 8 SECTION 2.5 Transfer of Deposited Securities 12 Section 2.5 Issuance of ADSs 12 Section 2.6 Transfer, Receipts; Combination and Split-up Split‑up of ADRs 13 Section 2.7 Receipts 8 SECTION 2.6 Surrender of ADSs Receipts and Withdrawal of Deposited Securities 14 Section 2.8 9 SECTION 2.7 Limitations on Execution and Delivery, Transfer, etc. of ADSsReceipts; Suspension of Delivery, Transfer, etc 15 Section etc. 10 SECTION 2.8 Lost Receipts, etc. 11 SECTION 2.9 Lost ADRs, etc 16 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Receipts 11 SECTION 2.10 Maintenance of Records 16 Section 11 SECTION 2.11 Escheatment 16 Section 2.12 Partial Entitlement ADSs 16 Section 2.13 Certificated/Uncertificated ADSs 17 Section 2.14 Restricted ADSs 18 11 ARTICLE III III. CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 Section RECEIPTS 12 SECTION 3.1 Proofs, Certificates and Other Information 20 Section 12 SECTION 3.2 Liability for Taxes and Other Charges 21 Section 13 SECTION 3.3 Representations and Warranties on Deposit of Shares 21 Section 13 SECTION 3.4 Compliance with Information Requests 22 Section 14 SECTION 3.5 Ownership Restrictions 22 Section 3.6 Reporting Obligations and Regulatory Approvals 23 14 ARTICLE IV IV. THE DEPOSITED SECURITIES 24 Section 16 SECTION 4.1 Cash Distributions 24 Section 16 SECTION 4.2 Distribution in Shares 25 Section 16 SECTION 4.3 Elective Distributions in Cash or Shares 25 Section 17 SECTION 4.4 Distribution of Rights to Purchase Additional ADSs 26 Section Shares 17 SECTION 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Section 19 SECTION 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 Section 4.7 Redemption 29 Section 4.8 Conversion of Foreign Currency 30 Section 4.9 20 SECTION 4.7 Fixing of ADS Record Date 31 Section 4.10 21 SECTION 4.8 Voting of Deposited Securities 31 Section 4.11 21 SECTION 4.9 Changes Affecting Deposited Securities 33 Section 4.12 22 SECTION 4.10 Available Information 34 Section 4.13 23 SECTION 4.11 Reports 34 Section 4.14 23 SECTION 4.12 List of Holders 3423 SECTION 4.13 Taxation; Withholding 23

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 19 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 20 Section 3.5 Ownership Restrictions 22 20 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 21 Section 4.1 Cash Distributions 24 21 Section 4.2 Distribution in Shares 25 22 Section 4.3 Elective Distributions in Cash or Shares 25 23 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 23 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 25 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 26 Section 4.7 Redemption 29 26 Section 4.8 Conversion of Foreign Currency 30 27 Section 4.9 Fixing of ADS Record Date 31 28 Section 4.10 Voting of Deposited Securities 31 28 Section 4.11 Changes Affecting Deposited Securities 33 31 Section 4.12 Available Information 34 32 Section 4.13 Reports 34 32 Section 4.14 List of Holders 3432 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 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 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 44 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 Argentine Law References 48 Section 7.10 Relationship between the Company and Holders and Beneficial Owners 48 Section 7.11 Titles and References 48 EXHIBITS Form of ADR. A-1 Fee Schedule. B-1 DEPOSIT AGREEMENT DEPOSIT AGREEMENT, dated as of ___________, 2018, by and among (i) CENTRAL PUERTO S.A., a company organized under the laws of Argentina, 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 8 Section 2.1 Appointment of Depositary 8 7 Section 2.2 Form and Transferability of ADSs 9 ADSs. 7 Section 2.3 Deposit of Shares 10 Shares. 9 Section 2.4 Registration and Safekeeping of Deposited Securities 12 Securities. 11 Section 2.5 Issuance of ADSs 12 ADSs. 11 Section 2.6 Transfer, Combination and Split-up of ADRs 13 ADRs. 12 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 Securities. 13 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 etc. 14 Section 2.9 Lost ADRs, etc 16 etc. 15 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 Records. 15 Section 2.11 Escheatment 16 Escheatment. 15 Section 2.12 Partial Entitlement ADSs ADSs. 16 Section 2.13 Certificated/Uncertificated ADSs 17 ADSs. 16 Section 2.14 Restricted ADSs ADSs. 18 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 19 Section 3.1 Proofs, Certificates and Other Information 20 Information. 19 Section 3.2 Liability for Taxes and Other Charges 21 Charges. 20 Section 3.3 Representations and Warranties on Deposit of Shares 21 Shares. 20 Section 3.4 Compliance with Information Requests 22 Requests. 20 Section 3.5 Ownership Restrictions 22 Restrictions. 21 Section 3.6 Reporting Obligations and Regulatory Approvals 23 Approvals. 21 ARTICLE IV THE DEPOSITED SECURITIES 24 22 Section 4.1 Cash Distributions 24 Distributions. 22 Section 4.2 Distribution in Shares 25 Shares. 23 Section 4.3 Elective Distributions in Cash or Shares 25 Shares. 24 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 ADSs. 24 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 Shares. 26 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 [Intentionally Omitted]. 27 Section 4.7 Redemption 29 Redemption. 27 Section 4.8 Conversion of Foreign Currency 30 Currency. 27 Section 4.9 Fixing of ADS Record Date 31 Date. 28 Section 4.10 Voting of Deposited Securities 31 Securities. 29 Section 4.11 Changes Affecting Deposited Securities 33 Securities. 31 Section 4.12 Available Information 34 Information. 32 Section 4.13 Reports 34 Reports. 32 Section 4.14 List of Holders 34Holders. 32 Section 4.15 Taxation. 32

Appointment of Depositary. FORM OF RECEIPTS; DEPOSIT OF SHARES; EXECUTION AND DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS 8 6 Section 2.1 Appointment of Depositary 8 6 Section 2.2 Form and Transferability of ADSs 9 7 Section 2.3 Deposit of Shares 10 8 Section 2.4 Registration and Safekeeping of Deposited Securities 12 10 Section 2.5 Issuance of ADSs 12 10 Section 2.6 Transfer, Combination and Split-up of ADRs 13 11 Section 2.7 Surrender of ADSs and Withdrawal of Deposited Securities 14 12 Section 2.8 Limitations on Execution and Delivery, Transfer, etc. of ADSs; Suspension of Delivery, Transfer, etc 15 13 Section 2.9 Lost ADRs, etc 16 14 Section 2.10 Cancellation and Destruction of Surrendered ADRs; Maintenance of Records 16 14 Section 2.11 Escheatment 16 14 Section 2.12 Partial Entitlement ADSs 16 14 Section 2.13 Certificated/Uncertificated ADSs 17 15 Section 2.14 Restricted ADSs 18 16 ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs 20 18 Section 3.1 Proofs, Certificates and Other Information 20 18 Section 3.2 Liability for Taxes and Other Charges 21 18 Section 3.3 Representations and Warranties on Deposit of Shares 21 19 Section 3.4 Compliance with Information Requests 22 19 Section 3.5 Ownership Restrictions 22 19 Section 3.6 Reporting Obligations and Regulatory Approvals 23 20 ARTICLE IV THE DEPOSITED SECURITIES 24 20 Section 4.1 Cash Distributions 24 20 Section 4.2 Distribution in Shares 25 21 Section 4.3 Elective Distributions in Cash or Shares 25 21 Section 4.4 Distribution of Rights to Purchase Additional ADSs 26 22 Section 4.5 Distributions Other Than Cash, Shares or Rights to Purchase Shares 28 24 Section 4.6 Distributions with Respect to Deposited Securities in Bearer Form 29 [Intentionally Omitted] 25 Section 4.7 Redemption 29 25 Section 4.8 Conversion of Foreign Currency 30 25 Section 4.9 Fixing of ADS Record Date 31 27 Section 4.10 Voting of Deposited Securities 31 27 Section 4.11 Changes Affecting Deposited Securities 33 28 Section 4.12 Available Information 34 28 Section 4.13 Reports 34 29 Section 4.14 List of Holders 3429 Section 4.15 Taxation 29 ARTICLE V THE DEPOSITARY, THE CUSTODIAN AND THE COMPANY 30 Section 5.1 Maintenance of Office and Transfer Books by the Xxxxxxxxx 00 Section 5.2 Exoneration 30 Section 5.3 Standard of Care 31 Section 5.4 Resignation and Removal of the Depositary; Appointment of Successor Depositary 32 Section 5.5 The Custodian 33 Section 5.6 Notices and Reports 33 Section 5.7 Issuance of Additional Shares, ADSs etc 34 Section 5.8 Indemnification 35 Section 5.9 Fees and Charges of Depositary 36 Section 5.10 Pre-Release Transactions 37 Section 5.11 Restricted Securities Owners 37 ARTICLE VI AMENDMENT AND TERMINATION 38 Section 6.1 Amendment/Supplement 38 Section 6.2 Termination 38 ARTICLE VII MISCELLANEOUS 40 Section 7.1 Counterparts 40 Section 7.2 No Third-Party Beneficiaries 40 Section 7.3 Severability 40 Section 7.4 Holders and Beneficial Owners as Parties; Binding Effect 40 Section 7.5 Notices 40 Section 7.6 Governing Law and Jurisdiction 41 Section 7.7 Assignment 43 Section 7.8 Compliance with U.S. Securities Laws 43 Section 7.9 Brazilian Law References 43 Section 7.10 Titles and References 43 Section 7.11 Amendment and Restatement 44 EXHIBITS Form of ADR A-1 Fee Schedule B-1 EXECUTION VERSION SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT SECOND AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of August 12, 2009, by and among (i) Votorantim Celulose e Papel S.A., a company organized 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).