DEPOSIT AGREEMENT by and among WATERDROP INC. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [●], 2021Deposit Agreement • April 30th, 2021 • Waterdrop Inc. • Insurance agents, brokers & service • New York
DEPOSIT AGREEMENT, dated as of [●], 2021, by and among (i) WATERDROP INC., an exempted company incorporated with limited liability 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).
Waterdrop Inc. [●] American Depositary Shares Representing [●] Ordinary Shares (par value US$0.000005 per share) Underwriting AgreementUnderwriting Agreement • April 30th, 2021 • Waterdrop Inc. • Insurance agents, brokers & service • New York
Waterdrop Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of [●] American Depositary Shares (“ADSs”), each representing [●] ordinary share[s], par value US$0.000005 per share (the “Ordinary Shares”), of the Company, and, at the election of the Representatives on behalf of the Underwriters, up to [●] additional ADSs of the Company. The aggregate of [●] ADSs to be sold by the Company is herein called the “Firm ADSs” and the aggregate [●] additional ADSs to be sold by the Company is herein called the “Optional ADSs”. The Firm ADSs and the Optional ADSs that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “ADSs.”
