DEPOSIT AGREEMENT by and among DYNACURE S.A. and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [date], 2021Deposit Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT, dated as of ___________, 2021, by and among (i) DYNACURE 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).
DYNACURE S.A. [●] American Depositary Shares Representing [●] Ordinary Shares Underwriting AgreementUnderwriting Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations • New York
The Offered ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”) dated as of [●], 2021 by and among the Company, Citibank, N.A., as Depositary (the “Depositary”) and all holders and beneficial owners from time to time of the Offered ADSs. Each Offered ADS will initially represent the right to receive [●] Ordinary Share deposited with the Depositary pursuant to the Deposit Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ 🌑 ], 2021 by and among Dynacure S.A., a societé anonyme incorporated under the laws of France (the “Company”), and each of the Holders (as defined below) identified on Schedule A attached hereto (the “Schedule of Holders”) as of the date hereof.
DYNACURE LETTERHEAD]Letter Agreement • July 12th, 2021 • Dynacure S.A. • Pharmaceutical preparations
This letter agreement (the “Agreement”) will confirm our agreement that, pursuant to and effective as of your election to the Board of Directors (the “Board”) or appointment as an officer of Dynacure, a French societe anonyme (the “Company”), you (“Indemnitee”) shall be entitled to the following contractual indemnification rights, in addition to any other rights available to the Company’s board members or officers generally and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder. The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company.
