2,400,000 American Depositary Shares Representing 12 Ordinary Shares (Par Value £0.001 Per Share) GW PHARMACEUTICALS PLC UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2017 • Gw Pharmaceuticals PLC • Pharmaceutical preparations • New York
Introduction. GW Pharmaceuticals plc, a company incorporated in England and Wales (the “Company”) proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 2,400,000 American Depositary Shares (“ADSs” and, such ADSs, the “Firm ADSs”), each representing 12 ordinary shares, par value £0.001 per share, of the Company (the “Ordinary Shares”). The ADSs may be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to that certain Deposit Agreement dated May 7, 2013 (the “Deposit Agreement”), by and among the Company, Citibank, N.A., as depositary (the “Depositary”), and all holders and beneficial owners of ADSs issued thereunder. The Ordinary Shares to be issued in connection with, and represented by, the Offered ADSs (as defined below) are hereinafter referred to as the “Underlying Securities.”
