1,700,000 American Depositary Shares Representing 20,400,000 Ordinary Shares (Par Value £0.001 Per Share) GW PHARMACEUTICALS PLC UNDERWRITING AGREEMENTGw Pharmaceuticals PLC • June 20th, 2014 • Pharmaceutical preparations • New York
Introduction. GW Pharmaceuticals plc, a company incorporated in England and Wales (the “Company”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”) an aggregate of 1,700,000 American Depositary Shares (“ADSs” and, such ADSs, the “Firm ADSs”), each representing 12 ordinary shares, par value £0.001 per share, of the Company (the “Ordinary Shares”), of which 1,200,000 ADSs are to be issued and sold by the Company and 500,000 ADSs are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.
