THE RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 31, 2020
UNLESS EARLIER TERMINATED OR EXTENDED BY ITERUM THERAPEUTICS PLC.
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE PROSPECTUS DATED [ ], 2020 (AS MAY BE SUPPLEMENTED OR AMENDED FROM TIME TO TIME, THE PROSPECTUS) OF ITERUM THERAPEUTICS PLC AND ITERUM THERAPEUTICS BERMUDA LIMITED, AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM GEORGESON LLC, THE INFORMATION AGENT.
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number of non-transferable rights (Rights) set forth below. Each Right entitles the holder thereof to purchase, at the holders election and subject to availability, one Unit, at a subscription price of $1,000.00 per Unit (the Subscription Price), pursuant to a rights offering (the Rights Offering), on the terms and subject to the conditions set forth in the Prospectus. Each Unit consists of (a) a 6.500% Exchangeable Senior Subordinated Note due 2025, to be issued by Iterum Therapeutics Bermuda Limited (Iterum Bermuda) in the original principal amount of $1,000.00, fully and unconditionally guaranteed on an unsecured senior subordinated basis by Iterum Therapeutics plc, Iterum Therapeutics International Limited, Iterum Therapeutics US Limited and Iterum Therapeutics US Holding Limited (collectively, the Guarantors), and (b) 50 Limited Recourse Royalty-Linked Notes, to be issued by Iterum Bermuda, fully and unconditionally guaranteed on an unsecured senior subordinated basis by the Guarantors.
THE RIGHTS ARE NON-TRANSFERABLE
The Rights evidenced by this Rights Certificate may not be transferred or sold. The Rights will not be listed for trading on any stock exchange or the OTC bulletin board.
The subscription price for the Rights is $1,000 per Unit. No fractional Rights or Units will be distributed or issued. Holders of Rights may only purchase whole Units in the Rights Offering. The Rights represented by this Rights Certificate may be exercised in whole or in part, subject to availability, by completing Section 1 and Section 2 and any other appropriate sections on the reverse side hereof and an IRS Form W-9 or W-8 (as applicable) and by returning the full payment of the Subscription Price for each Unit for which Rights are exercised in accordance with the instructions contained herein to the Subscription Agent, Computershare Trust Company, N.A., before 5:00 p.m., New York City time, on August 31, 2020.
Full payment of the subscription price for each Unit you wish to purchase must be made in U.S. dollars by (1) personal check drawn upon a U.S. bank payable to the Subscription Agent or (2) wire transfer, in each case in accordance with the Instructions As To Use of Rights Certificates that accompanied the mailing of the Prospectus. Notwithstanding the foregoing, eligible holders who hold shares as a depository or nominee must make all payments by wire transfer of immediately available funds to the account maintained by the Subscription Agent.
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|Holder ID || ||COY || ||Class || ||Rights Qty Issued || ||Rights Cert # || || |
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|123456789 || ||XXXX || ||Subscription Rights || ||XXX.XXXXXX || ||12345678 || |
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|Signature of Owner and U.S. Person for Tax Certification || || || ||Signature of Co-Owner (if more than one registered holder listed) || || || ||Date (mm/dd/yyyy)|
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