12,000,000 Shares ADC Therapeutics SA Common SHares, nominal Value CHF 0.08 PER SHARE UNDERWRITING AGREEMENTADC Therapeutics SA • February 6th, 2023 • Pharmaceutical preparations • New York
The shareholder named in Schedule I hereto (the “Selling Shareholder”) proposes, subject to the terms and conditions stated herein, to sell to the Underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 12,000,000 common shares, nominal value CHF 0.08 per share, of ADC Therapeutics SA, a société anonyme domiciled in Epalinges, Switzerland, and organized under the laws of Switzerland (the “Company”). The common shares, nominal value CHF 0.08 per share, of the Company are hereinafter referred to as the “Common Shares.” The aggregate of 12,000,000 Common Shares to be sold by the Selling Shareholder is herein called the “Shares.” In the event only one underwriter is listed in Schedule II hereto, any references in this Underwriting Agreement (the “Agreement”) to the “Underwriters” shall be deemed to refer to the sole underwriter in the singular form listed in such Schedule II.
ADC Therapeutics SA Biopôle Route de la Corniche 3B 1066 Epalinges SwitzerlandLetter Agreement • February 6th, 2023 • ADC Therapeutics SA • Pharmaceutical preparations • New York
This letter agreement (the “Letter Agreement”) is entered into between ADC Therapeutics SA, a société anonyme domiciled in Epalinges, Switzerland, and organized under the laws of Switzerland (the “Company”) and A.T. Holdings II Sàrl, a limited liability corporation (société à responsabilité limitée) organized under the laws of Switzerland (the “Shareholder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 6th, 2023 • ADC Therapeutics SA • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”), dated as of February 6, 2023, has been entered into by and among ADC Therapeutics SA, a Swiss stock corporation (société anonyme) (the “Company”), and Oaktree Fund Administration LLC, a Delaware limited liability company, OCM Strategic Credit Investments S.à r.l., private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 26a boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under the number B184440, OCM Strategic Credit Investments 2 S.à.r.l., private limited liability company (société à responsabilité limitée) governed by the laws of the Grand Duchy of Luxembourg, having its registered office at 26a boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register under the number B183876, OCM Strateg
