ENDAVA PLC [•] AMERICAN DEPOSITARY SHARES REPRESENTING [•] CLASS A ORDINARY SHARES, NOMINAL VALUE £0.02 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 16th, 2018 • Endava LTD • Services-computer programming services • New York
The undersigned understands that Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (together, the “Representatives”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Endava Limited, a private limited company incorporated in the United Kingdom (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including the Representatives (together, the “Underwriters”), of American Depositary Shares representing Class A ordinary shares (the “Shares”), nominal value £0.02 per share, of the Company (the “Class A Ordinary Shares”). The undersigned further understands that, prior to the consummation of the Public Offering, the Company will be authorized to issue, in addition to the Class A Ordinary Shares, Class B ordinary shares, nominal value £0.02 per share (the “Class B Ordinary Shares”) and Class C ordinary shares, nominal value
