0001193805-24-000454 Sample Contracts

DEPOSIT AGREEMENT
Deposit Agreement • March 27th, 2024 • Citibank,N.A./ADR • Pharmaceutical preparations • New York

DEPOSIT AGREEMENT, dated as of October 2, 2017, by and among (i) NuCana plc, a public limited company incorporated under the laws of 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 (“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).

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AMENDMENT NO. 1 TO DEPOSIT AGREEMENT
Deposit Agreement • March 27th, 2024 • Citibank,N.A./ADR • Pharmaceutical preparations • New York
NUCANA PLC
Letter Agreement • March 27th, 2024 • Citibank,N.A./ADR • Pharmaceutical preparations

Reference is made to the Deposit Agreement, dated as of October 2, 2017, as amended and supplemented from time to time (the “Deposit Agreement”), by and among NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (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.

Exhibit (b)(ii)
Restricted Ads Letter Agreement • March 27th, 2024 • Citibank,N.A./ADR • Pharmaceutical preparations

Reference is made to the Deposit Agreement, dated as of October 2, 2017, as amended and supplemented from time to time (the “Deposit Agreement”), by and among NuCana plc, a public limited company incorporated under the laws of England and Wales and its successors (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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