5,000,000 CLASS A ORDINARY SHARES, NOMINAL VALUE £0.02 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2019 • Endava PLC • 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 plc, a public limited company incorporated under the laws of England and Wales (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, 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 £0.02 per share (
