0001193805-16-003643 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • July 28th, 2016 • Citibank,N.A./ADR • Biological products, (no disgnostic substances) • New York

DEPOSIT AGREEMENT, dated as of May 11, 2015, by and among (i) ADAPTIMMUNE THERAPEUTICS PLC, a public company with limited liability incorporated under the laws of the 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 acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).

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ADAPTIMMUNE THERAPEUTICS PLC
Letter Agreement • July 28th, 2016 • Citibank,N.A./ADR • Biological products, (no disgnostic substances) • New York

Reference is made to the Deposit Agreement, dated as of May 11, 2015, as amended and supplemented from time to time (the “Deposit Agreement”), by and among Adaptimmune Therapeutics plc, a company organized under the laws of England and Wales (the “Company”), Citibank, N.A., a national banking association (“Citibank”) organized and existing under the laws of the United States of America, as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined herein, shall have the meaning assigned thereto in the Deposit Agreement.

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