FORM OF WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ADDEX THERAPEUTICS LTDAddex Therapeutics Ltd. • December 20th, 2021 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [____] __, 20222 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ____________,20273 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Addex Therapeutics Ltd, a Swiss limited company established and existing under the laws of Switzerland (the “Company”), up to ______ Ordinary Shares, par value CHF 1.00 per share (the “Warrant Shares”), represented by ______ ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b)
ADDEX THERAPEUTICS LTD American Depositary Shares each representing six Ordinary Shares, Nominal Value CHF 1.00 per share Controlled Equity OfferingSM Sales AgreementSales Agreement • June 30th, 2021 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
Addex Therapeutics Ltd, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 20th, 2021 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 16, 2021, between Addex Therapeutics Ltd, a société anonyme organized under the laws of Switzerland (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AT THE MARKET OFFERING AGREEMENTMarket Offering Agreement • January 30th, 2024 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
Addex Therapeutics Ltd, a stock corporation (Aktiengesellschaft) incorporated under the laws of Switzerland (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ADDEX THERAPEUTICS LTDAddex Therapeutics Ltd. • April 4th, 2023 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after July 5, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 5, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Addex Therapeutics Ltd, a Swiss limited company established and existing under the laws of Switzerland (the “Company”), up to 31,578,948 Ordinary Shares, par value CHF 0.01 per share (the “Warrant Shares”), represented by 5,263,158 ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b)
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2023 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 3, 2023, between Addex Therapeutics Ltd, a société anonyme organized under the laws of Switzerland (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
ADDEX THERAPEUTICS LTD SHARE OPTION PLANOption Agreement • April 8th, 2021 • Addex Therapeutics Ltd. • Pharmaceutical preparations
Addex Therapeutics Ltd is a Swiss corporation (“société anonyme” / “Aktiengesellschaft”) pursuant to Articles 620 et seq. of the Swiss Code of Obligations with unlimited duration and seat in Plan-les-Ouates, Canton of Geneva, Switzerland.
LICENSE AGREEMENT BETWEEN INDIVIOR UK LIMITED AND ADDEX PHARMA S.A. Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Rule 406 of the Securities Act of 1933, as amended.License Agreement • December 17th, 2019 • Addex Therapeutics Ltd. • Pharmaceutical preparations • England and Wales
This License Agreement (this “Agreement”) is entered into as of this 2nd day of January 2018, by and between Indivior UK Limited (Co. No. 7183451) with a registered address of 103-105 Bath Road, Slough, Berkshire, SL1 3UH (“Indivior”), and Addex Pharma S.A., a company organized under the laws of Switzerland (“Addex”).
AGREEMENTAgreement • December 17th, 2019 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New Jersey
ADDEX PHARMACEUTICALS Ltd. , a company organised and existing under the laws of and having its registered office at 12, chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland (hereinafter referred to as “ADDEX” or “a Party”)
ADDEX THERAPEUTICS LTD. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2019 • Addex Therapeutics Ltd. • Pharmaceutical preparations • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the 22 day of March 2018, by and among Addex Therapeutics Ltd., a corporation organized under the laws of Switzerland (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
WARRANT AGREEMENT made on February 14, 2018 amongWarrant Agreement • December 17th, 2019 • Addex Therapeutics Ltd. • Pharmaceutical preparations
Addex Therapeutics Ltd, c/o Addex Pharma SA, Chemin des Aulx 12, 1228 Plan-les-Ouates, Switzerland (hereinafter referred to as “Company”)
STRICTLY CONFIDENTIAL Addex Therapeutics Ltd Chemin des Mines 9, CH-1202 Geneva Switzerland Attn: Tim Dyer, Chief Executive Officer Dear Mr. Dyer:Letter Agreement • March 30th, 2023 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
This letter agreement (this “Agreement”) constitutes the agreement between Addex Therapeutics Ltd (the “Company”) and H.C. Wainwright & Co., LLC (“Wainwright”), that Wainwright shall serve as the exclusive agent, advisor or underwriter in any offering in the United States (each, an “Offering”) of equity securities of the Company (the “Securities”) during the Term (as hereinafter defined) of this Agreement. The terms of each Offering and the Securities issued in connection therewith shall be mutually agreed upon by the Company and Wainwright and nothing herein implies that Wainwright would have the power or authority to bind the Company and nothing herein implies that the Company shall have an obligation to issue any Securities. It is understood that Wainwright’s assistance in an Offering will be subject to the satisfactory completion of such investigation and inquiry into the affairs of the Company as Wainwright deems appropriate under the circumstances and to the receipt of all intern
AMENDMENT NO .1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 26th, 2022 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
This AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT (this “Amendment”) is entered into effective July 22, 2022 by and between Addex Therapeutics Ltd. a société anonyme organized under the laws of Switzerland (the “Company”) and Armistice Capital Master Fund Ltd. (“Purchaser”). Capitalized terms used but not defined herein have the meanings given them in the Agreement (as defined below).
ContractAddex Therapeutics Ltd. • August 10th, 2023 • Pharmaceutical preparations
Certain confidential portions of this exhibit have been omitted and replaced with “[***].” Such identified information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information that the registrant treats as private or confidential.
AGREEMENTAgreement • September 24th, 2019 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New Jersey
ADDEX PHARMACEUTICALS Ltd. , a company organised and existing under the laws of and having its registered office at 12, chemin des Aulx, 1228 Plan-les-Ouates, Geneva, Switzerland (hereinafter referred to as “ADDEX” or “a Party”)
ADDEX THERAPEUTICS LTD Underwriting AgreementUnderwriting Agreement • January 6th, 2021 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
The ADSs will be issued pursuant to the Deposit Agreement, dated January 29, 2020, by and among the Company, Citibank, N.A., as depositary (the “Depositary”), and each holder and beneficial owner of ADSs issued thereunder (the “Deposit Agreement”). References herein to the “Representative” shall be deemed to refer to Wainwright in its capacity as representative of the Underwriters. The offering consists of (i) an international placement of the European Shares to (x) qualified investors within the meaning of Article 2(1)(e) of the directive 2003/71/EC as amended (including amendments by Directive 2010/73/EU) in Europe (other than Switzerland) and (y) in Switzerland in circumstances falling within article 36 para. 1 of the Swiss Financial Services Act (FinSA) (the “European Placement”) and (ii) a public offering of ADSs to investors in the United States (the “Public Offering”).
ContractAddex Therapeutics Ltd. • April 18th, 2024 • Pharmaceutical preparations
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) CUSTOMARILY AND ACTUALLY TREATED BY THE REGISTRANT AS PRIVATE OR CONFIDENTIAL. Service Agreement dated as of April 2, 2024 between
ADDEX THERAPEUTICS LTD SHARE OPTION PLANOption Agreement • March 30th, 2023 • Addex Therapeutics Ltd. • Pharmaceutical preparations
INTRODUCTION 3 General Information 3 THE PLAN 3 A. General Terms and Definitions 3 Article 1 Purpose 3 Article 2 Definitions 3 Article 3 Shares subject to the Plan 5 B. Administration 5 Article 4 Board of Directors 6 C. Grant of Options 6 Article 5 Eligibility and Conditions of Participation 6 Article 6 Procedure 6 Article 7 Option Agreement 7 Article 8 Vesting period 7 Article 9 Exercise Period 8 Article 10 Exercise of Options 8 D. Limitations on transfer 8 Article 11 Transferability of Options and Shares 8 E. Forfeiture of Rights 9 Article 12 Termination of Employment/Breaches 9 Article 13 Transfer / Leave of Absence 10 F. General Provisions 10 Article 14 No (Continued) Employment or Contractual Relationship 10 Article 15 No Segregation of Cash or Shares 11 Article 16 Adjustment due to Corporate Events 11 Article 17 Amendment and Termination 11 Article 18 Indemnification 11 Article 19 Taxes Indemnification 12 Article 20 Applicable law and arbitration 12 Article 21 Effective Date 13
ADDEX THERAPEUTICS LTD EQUITY INCENTIVE PLAN (BONS)Bons Grant Agreement • January 14th, 2020 • Addex Therapeutics Ltd. • Pharmaceutical preparations
Addex Therapeutics Ltd is a Swiss corporation (société anonyme/Aktiengesellschaft) pursuant to Articles 620 et seq. CO with unlimited duration and seat in Plan-les-Ouates, Canton of Geneva, Switzerland.
AMENDMENT No. 3Addex Therapeutics Ltd. • August 19th, 2022 • Pharmaceutical preparations
Whereas, Addex Pharma SA (“Addex”) and Indivior UK Limited (Co. No. 7183451) (“Indivior”) (each a “Party” and collectively the “Parties”) entered into an agreement to perform research on GABA B PAM on January 2, 2018 (hereinafter, Agreement), an amendment dated October 30, 2020 (“Amendment 1”), and an amendment with an effective date of May 1, 2021 (“Amendment 2”); and
AMENDMENTWhereas, • December 14th, 2020 • Addex Therapeutics Ltd. • Pharmaceutical preparations
Whereas, Addex Pharma SA (“Addex”) and Indivior UK Limited (Co. No. 7183451) (“Indivior”) entered into an agreement to perform research on GABA B PAM on January 2, 2018 (hereinafter, Agreement);
Certain confidential portions of this exhibit have been omitted and replaced with “[***].” Such identified information has been excluded from this exhibit because it (i) is not material and (ii) is the type of information that the registrant treats as...Addex Therapeutics Ltd. • March 30th, 2023 • Pharmaceutical preparations
Whereas, Addex Pharma SA (“Addex”) and Indivior UK Limited (Co. No. 7183451) (“Indivior”) (each a “Party” and collectively the “Parties”) entered into an agreement to perform research on GABAB PAM on January 2, 2018 (hereinafter, Agreement), an amendment dated October 30, 2020 (“Amendment 1”), an amendment with an effective date of May 1, 2021 (“Amendment 2”) and an amendment with an effective date of August 1, 2022 (“Amendment 3”); and
