DEPOSIT AGREEMENTDeposit Agreement • May 13th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of , 2019, by and among (i) Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
Underwriting AgreementUnderwriting Agreement • May 13th, 2019 • BICYCLE THERAPEUTICS LTD • Pharmaceutical preparations
Bicycle Therapeutics plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), and in the manner contemplated by the Agreement, to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representatives (the “Representatives”) an aggregate of [·] American Depositary Shares representing [·] Ordinary Shares nominal value £0.01 per share (the “Ordinary Shares”) and, at the election of the Underwriters, up to [·] additional American Depositary Shares representing [·] Ordinary Shares. The aggregate of [·] American Depositary Shares representing [·] Ordinary Shares to be sold by the Company is herein called the “Firm ADSs”, and the aggregate of [·] American Depositary Shares representing [·] additional Ordinary Shares to be sold by the Company is called the “Optional ADSs”. The Firm ADSs and the Optional
