Altamira Therapeutics Ltd. Sample Contracts

UNDERWRITING AGREEMENT between ALTAMIRA THERAPEUTICS LTD. and THINKEQUITY LLC as Representative of the Several Underwriters ALTAMIRA THERAPEUTICS LTD.
Underwriting Agreement • March 7th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York

The undersigned, Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Altamira Therapeutics Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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330,000 Common Shares, Pre-Funded Warrants to Purchase 1,721,280 Common Shares and Warrants to Purchase 2,051,280 Common Shares Auris Medical Holding Ltd. UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2019 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 5th, 2022 • Altamira Therapeutics Ltd. • Pharmaceutical preparations

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 5, 2022, by and between ALTAMIRA THERAPEUTICS LTD., an exempted company limited by shares incorporated in Bermuda (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 3rd, 2020 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of December 2, 2020, between Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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AURIS MEDICAL HOLDING AG Common Shares (nominal value CHF 0.02 per share) Sales Agreement
Sales Agreement • November 30th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York

Auris Medical Holding AG, a company established in Switzerland (the “Company”), confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (the “Agent”), as follows:

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 11th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of July 5, 2023, between Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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PURCHASE AGREEMENT
Purchase Agreement • December 5th, 2022 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York

The undersigned as ___________ of ALTAMIRA THERAPEUTICS LTD., an exempted company limited by shares incorporated in Bermuda, hereby certifies that ____________ is the duly elected, appointed, qualified and acting ___________ of ALTAMIRA THERAPEUTICS LTD., and that the signature appearing above is his genuine signature.

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PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT ALTAMIRA THERAPEUTICS LTD.
Altamira Therapeutics Ltd. • July 5th, 2023 • Pharmaceutical preparations • New York

THIS PLACEMENT AGENT COMMON SHARE PURCHASE WARRANT (the “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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain Engagement Agreement between the Company and H.C. Wainwright & Co., LLC, dated as of June 5, 2023, and as amended on July 3, 2023.

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Auris Medical Holding Ltd. Clarendon House
Auris Medical Holding Ltd. • December 3rd, 2020 • Pharmaceutical preparations • New York
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PRE-FUNDED COMMON SHARE PURCHASE WARRANT ALTAMIRA THERAPEUTICS LTD.
Altamira Therapeutics Ltd. • July 5th, 2023 • Pharmaceutical preparations • New York

THIS PRE-FUNDED COMMON SHARE PURCHASE WARRANT (the “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 the date set forth above (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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AT THE MARKET OFFERING AGREEMENT
Market Offering Agreement • January 19th, 2024 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York

Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows:

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WARRANT AGENT AGREEMENT
Warrant Agent Agreement • March 23rd, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York
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UNDERWRITING AGREEMENT between ALTAMIRA THERAPEUTICS LTD. and THINKEQUITY LLC as Representative of the Several Underwriters ALTAMIRA THERAPEUTICS LTD.
Underwriting Agreement • March 23rd, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York

The undersigned, Altamira Therapeutics Ltd., an exempted company limited by shares incorporated in Bermuda (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Altamira Therapeutics Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with ThinkEquity LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

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COMMON SHARE PURCHASE WARRANT ALTAMIRA THERAPEUTICS LTD.
Common Share Purchase Warrant • July 5th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations • New York

THIS COMMON SHARE PURCHASE WARRANT (the “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 the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on ______________1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Altamira Therapeutics Ltd., an exempted company incorporated under the laws of Bermuda (the “Company”), up to ______ Common Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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REGISTRATION RIGHTS AGREEMENT dated as of among AURIS MEDICAL HOLDING AG and THE SHAREHOLDERS PARTY HERETO
Registration Rights Agreement • July 21st, 2014 • Auris Medical Holding AG • Pharmaceutical preparations • New York
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Auris Medical Holding AG as the Company and as Trustee Senior Indenture Dated as of [ ], [ ]
Senior Indenture • September 1st, 2015 • Auris Medical Holding AG • Pharmaceutical preparations • New York

SENIOR INDENTURE, dated as of [ , ], between Auris Medical Holding AG, a public company with limited liability incorporated in Switzerland, as the Company, and [ ], as Trustee.

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COMMON SHARE PURCHASE WARRANT AURIS MEDICAL holding ag
Auris Medical Holding AG • July 12th, 2018 • Pharmaceutical preparations • New York

THIS COMMON SHARE PURCHASE WARRANT (the “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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 18, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auris Medical Holding AG, a company established in Switzerland (the “Company”), up to [______] (as subject to adjustment hereunder, the “Warrant Shares”) of registered common shares, nominal value CHF 0.02 per share (each, a “Common Share”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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● ] Common Shares Auris Medical Holding AG UNDERWRITING AGREEMENT
Underwriting Agreement • May 4th, 2015 • Auris Medical Holding AG • Pharmaceutical preparations • New York

Die Unterzeichnende verpflichtet sich hiermit bedingungslos, eine dem Ausgabebetrag entsprechende Einlage der gezeichneten Aktien zu leisten.

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PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • January 30th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
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COMMON SHARE PURCHASE WARRANT AURIS MEDICAL holding ag
Auris Medical Holding AG • July 12th, 2018 • Pharmaceutical preparations • New York

THIS COMMON SHARE PURCHASE WARRANT (the “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 the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on June 18, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Auris Medical Holding AG, a company established in Switzerland (the “Company”), up to [______] (as subject to adjustment hereunder, the “Warrant Shares”) of registered common shares, nominal value CHF 0.02 per share (each, a “Common Share”). The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

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Auris Medical Holding Ltd. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agent Agreement Dated as of May __, 2019 WARRANT AGENT AGREEMENT
Warrant Agent Agreement • May 10th, 2019 • Auris Medical Holding Ltd. • Pharmaceutical preparations • New York

WARRANT AGENT AGREEMENT, dated as of May __, 2019 (“Agreement”), between Auris Medical Holding Ltd., an exempted company limited by shares incorporated in Bermuda (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).

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Stock Option Plan A Auris Medical AG Aeschenvorstadt 37
Auris Medical Holding AG • March 22nd, 2018 • Pharmaceutical preparations
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10,000,000 Shares and Warrants to Purchase 7,000,000 Shares Auris Medical Holding AG UNDERWRITING AGREEMENT
Underwriting Agreement • February 21st, 2017 • Auris Medical Holding AG • Pharmaceutical preparations • New York
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PURCHASE AGREEMENT
Purchase Agreement • May 2nd, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York

PURCHASE AGREEMENT (the “Agreement”), dated as of May 2, 2018, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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] Shares, Pre-Funded Warrants to Purchase [ ] Shares, Series A Warrants to Purchase [ ] Shares and Series B Warrants to Purchase [ ] Shares Auris Medical Holding AG UNDERWRITING AGREEMENT
Underwriting Agreement • July 12th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York
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PURCHASE AGREEMENT
Purchase Agreement • December 13th, 2018 • Auris Medical Holding AG • Pharmaceutical preparations • New York

PURCHASE AGREEMENT (the “Agreement”), dated as of December 11, 2018, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the “Company”), and FIVET CAPITAL AG, a company established in Switzerland (the “Investor”).

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PURCHASE AGREEMENT
Purchase Agreement • October 11th, 2017 • Auris Medical Holding AG • Pharmaceutical preparations • New York

PURCHASE AGREEMENT (the “Agreement”), dated as of October 10, 2017, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).

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Share Pledge AGREEMENT July 19, 2016 between Auris Medical Holding AG as Pledgor and Hercules Capital, Inc., as Agent and Pledgee and the other Lenders regarding the shares of Auris Medical AG
Share Pledge Agreement • July 19th, 2016 • Auris Medical Holding AG • Pharmaceutical preparations
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LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 19th, 2016 • Auris Medical Holding AG • Pharmaceutical preparations • California

THIS LOAN AND SECURITY AGREEMENT is made and dated as of July 19, 2016 and is entered into by and among (a) AURIS MEDICAL HOLDING AG, a company organized under the laws of Switzerland (“Borrower”), (b) the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”), and (c) HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent for itself and the Lender (in such capacity, the “Agent”).

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CLAIMS Security ASSIGNMENT AGREEMENT July 19, 2016 between Auris Medical Holding AG as Assignor and Hercules Capital, Inc., as Agent and Assignee regarding the security assignment of intercompany receivables
Claims Security Assignment Agreement • July 19th, 2016 • Auris Medical Holding AG • Pharmaceutical preparations
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Form of Amendment No. 1 to Loan Agreement
Loan Agreement • May 16th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations

Reference is made to the Loan Agreement dated December 28, 2022 (the “Agreement”), between you (the “Lender”) and Altamira Therapeutics Ltd. (the “AMTL”). The parties hereby agree that, effective as of the date hereof, the Agreement shall be amended as follows:

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Amendment No. 1 to Convertible Loan Agreement
Convertible Loan Agreement • January 27th, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations

Reference is made to the Convertible Loan Agreement dated February 4, 2022 (the “Agreement”), between FiveT Investment Management Ltd. (the “Lender”) and Altamira Therapeutics Ltd. (the “AMTL”). The parties hereby agree that, effective as of the date hereof, the Agreement shall be amended as follows:

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Dated this day of March 2019 B E T W E E N : AURIS MEDICAL HOLDING LTD. and INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 20th, 2019 • Auris Medical Holding Ltd. • Pharmaceutical preparations

Auris Medical Holding Ltd., a company incorporated under the laws of Bermuda with its registered office located at Clarendon House, 2 Church Street, Hamilton 11, Bermuda (the “Company”); and

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Indemnification Agreement
Indemnification Agreement • May 11th, 2016 • Auris Medical Holding AG • Pharmaceutical preparations
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Amendment No. 3 to Convertible Loan Agreement
Convertible Loan Agreement • March 23rd, 2023 • Altamira Therapeutics Ltd. • Pharmaceutical preparations

Reference is made to the Convertible Loan Agreement dated February 4, 2022, as amended on January 26, 2023 and March 9, 2023 (the “Agreement”), between FiveT Investment Management Ltd. (the “Lender”) and Altamira Therapeutics Ltd. (the “AMTL”). The parties hereby agree that, effective as of the date hereof, the Agreement shall be amended as follows:

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