FORM OF DEPOSIT AGREEMENT by and among FREELINE THERAPEUTICS HOLDINGS PLC and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [●], 2020Deposit Agreement • August 3rd, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
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).
•] American Depositary Shares, representing [•] Ordinary Shares Underwriting AgreementUnderwriting Agreement • August 3rd, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
Freeline Therapeutics Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), and the Underwriters propose to purchase, an aggregate of [•] American Depositary Shares (“ADSs”), representing [•] ordinary shares, nominal value £0.00001 per share (the “Ordinary Shares”), of the Company (the “Underwritten ADSs”) and, at the option of the Underwriters, up to an additional [•] ADSs, representing [•] Ordinary Shares (the “Option ADSs”). The Underwritten ADSs and the Option ADSs are herein referred to as the “Offered ADSs.” The Ordinary Shares represented by the Underwritten ADSs are herein referred to as the “Underwritten Shares,” the Ordinary Shares represented by the Option ADSs are herein referred to as the “Option Shares” and the Underwritten Shares and Option Shares are
REGISTRATION RIGHTS AGREEMENT dated as of , 2020 among FREELINE THERAPEUTICS HOLDINGS PLC And THE SHAREHOLDERS NAMED HEREINRegistration Rights Agreement • August 3rd, 2020 • Freeline Therapeutics Holdings PLC • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement dated as of , 2020 (this “Agreement”), is by and among Freeline Therapeutics Holdings plc (the “Company”) and the shareholders listed in Schedule A hereto (collectively, the “Shareholders”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.1.
