Common use of Capital Increase and Initial Subscription Clause in Contracts

Capital Increase and Initial Subscription. (i) The Company confirms that: (1) pursuant to its articles of association, the board of directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 178,410.84 by issuing up to 17,841,084 Ordinary Shares with a nominal value of CHF 0.01 each out of the Company’s capital band, such capital band having been introduced into the Company’s articles of association by resolution of the shareholders meeting of March 2, 2023; (2) on May 15, 2023, the Board has resolved on an increase in the share capital of the Company (Grundsatzbeschluss) from CHF 365,273.68 by a maximum amount of CHF 178,410.84 by issuing up to 17,841,084 new Ordinary Shares from the capital band for the purpose of the offering whereby all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded, thereby delegating any additional related resolution to a Transaction Committee of the Board and (3) not later than the day prior to Closing Time, the Transaction Committee shall have resolved on the final number of Initial Securities be issued pursuant to this Agreement (“Firm Capital Increase”). (ii) BofA, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to subscribe (through BofA) for all the Initial Securities at the issue price (Ausgabebetrag) of CHF 0.01 per Initial Security corresponding to the nominal value for each Initial Security, which shall be paid to a capital increase bank account (to be specified by the Company) and the issue price shall be credited to the recipient bank no later than 1:00 a.m. (New York City time) on the date of the Closing Time, and to deliver the corresponding subscription form (Zeichnungsschein) to the Company in the form of Exhibit B hereto concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and BofA. BofA shall be entitled to deduct the difference between the nominal value of the Initial Securities and any higher payment made to the capital increase bank account (to be specified by the Company) from any payment due to the Company at the Closing Time. (iii) Upon receipt of the documents and payments referred to in Section 2(d)(ii) and before 3:00 a.m. (New York City time) on the date of the Closing Time, or such other time and date as agreed between the Company and BofA, the Board will: (1) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) in accordance with Swiss law (article 652e CO); (2) procure that a licensed auditor verifies the report on the Firm Capital Increase in accordance with article 652f CO and confirms in writing that it is complete and accurate (Prüfungsbestätigung), in accordance with Swiss law; (3) resolve in the form of a duly notarized deed on the Firm Capital Increase as set forth in article 652g CO and make all amendments to the articles of association of the Company necessary in connection with the Firm Capital Increase (Feststellungs-und Statutenänderungsbeschluss); and (4) promptly thereafter, but no later than 4:00 a.m. (New York City time) on the date of the Closing Time, file the documents necessary for the registration of the Firm Capital Increase with the Commercial Register of the Canton of Zug; provided, however, that if this Agreement is terminated pursuant to Section 9 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of Zug, the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) and not to file the relevant resolutions with the Commercial Register of the Canton of Zug. (iv) Immediately after the registration of the Firm Capital Increase in the Commercial Register of the Canton of Zug pursuant to Section 2(d)(iii), but in no event later than 9:15 a.m. (New York City time) on the date of the Closing Time, the Company will (1) deliver by way of email to BofA, Continental Stock Transfer & Trust Company (“CST”), Xxxxxxx XX and Xxxxx Xxxx & Xxxxxxxx LLP pdf-copies of, (A) the certified excerpt of the journal entry (Tagebuch) or the certified excerpt from the Commercial Register of the Canton of Zug evidencing the Firm Capital Increase, (B) the certified updated articles of association of the Company evidencing the Firm Capital Increase, (C) the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company evidencing BofA, acting on behalf of the several Underwriters in proportion to their respective holdings set out in Schedule A hereto, as first holder of the Initial Securities and (D) a copy of the extract of the share register (Aktienbuch) of the Company evidencing the issuance to BofA, acting on behalf of the several Underwriters in proportion to their respective holdings set out in Schedule A hereto with respect to the Initial Securities; (2) to instruct CST to record the Initial Securities as intermediated securities (Bucheffekten) in DTC in an account of BofA, all in accordance with the provisions of the Swiss Federal Act on Intermediated Securities, freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at the Closing Time; and (3) take all reasonable steps necessary to ensure that the Initial Securities will be (A) duly recorded in an account of BofA at the DTC at the Closing Time and (B) freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at the Closing Time in accordance with the instructions of the Representatives.

Capital Increase and Initial Subscription. (ia) The Company confirms that: (1) pursuant to its articles that at the extraordinary general meeting of association, the board of directors shareholders of the Company held on April 1, 2021, the shareholders of the Company resolved, inter alia, (the “Board”i) may effect an to increase of the Company’s share capital in a maximum amount of CHF 178,410.84 750,000 by issuing up to 17,841,084 15,000,000 Ordinary Shares with a nominal value of CHF 0.01 each out 0.05 by way of an ordinary capital increase (the Company’s capital band“Initial Capital Increase”), such capital band having been introduced into the Company’s articles of association by resolution of the shareholders meeting of March 2, 2023; (2) on May 15, 2023, the Board has resolved on an increase in the share capital of the Company (Grundsatzbeschluss) from CHF 365,273.68 by a maximum amount of CHF 178,410.84 by issuing up to 17,841,084 new Ordinary Shares from the capital band for the purpose of the offering whereby all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been will be validly excludedset aside or waived; and (ii) to create, thereby delegating any additional related resolution to a Transaction Committee conditional upon the registration of the Board and Initial Capital Increase in the Commercial Register of the Canton of Basel-Stadt, an authorized share capital in the amount of CHF 832,392.25 (3the “Authorized Capital”) not later than the day prior to Closing Timeenable, inter alia, the Transaction Committee shall have resolved on Board of Directors of the final number Company (the “Board”) to effect an increase of Initial the Company’s share capital out of the Authorized Capital to issue the Option Securities be issued pursuant (if any), whereby the Board is authorized to this Agreement (“Firm Capital Increase”)limit or withdraw all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law. (iib) BofA, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to to (i) subscribe (through BofA[BofA Securities, Inc.]) for all the Initial Securities at the issue price (Ausgabebetrag) of CHF 0.01 0.05 per Initial Security corresponding to the nominal value for each Initial Security, which shall be paid to a capital increase bank account (to be specified by the Company) and the issue price shall be credited to the recipient bank no later than 1:00 a.m. (New York City time) on the date of the Closing Time, and to deliver the corresponding executed subscription form (Zeichnungsschein) to the Company in the form of Exhibit B C hereto in original form (wet-ink signed) concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and BofA. BofA shall be entitled to deduct the difference between the nominal value of the Initial Securities and any higher payment made to the capital increase bank account Representatives, and (ii) deposit or cause to be specified by the Company) from any payment due to the Company at the Closing Time. (iii) Upon receipt of the documents and payments referred to in Section 2(d)(ii) and before 3:00 deposited, not later than [6:00] a.m. (New York City time) one business day prior to the Closing Time, or such other date and time as agreed between the Company and the Representatives, same-day funds for value in the amount of CHF [ l ] (the “Firm Capital Increase Amount”) with [name of Swiss capital increase bank] (the “Capital Increase Bank”)1, in a blocked account for such capital increase (Kapitaleinzahlungskonto), made out to the Company’s name, and cause the Capital Increase Bank to issue and deliver to the Company a written confirmation of payment (Kapitaleinzahlungsbestätigung) of the Firm Capital Increase Amount no later than [10:00] a.m. (New York City time) one business day prior to the Closing Time or such other date and time as agreed between the Company and the Representatives. (c) Upon receipt of the documents referred to in Section 3(b) and before [3:00 a.m.] (New York City time) on the date of the Closing Time, or such other time and date as agreed between the Company and BofAthe Representatives, the Board (or a committee or a Board member duly authorized by the Board) will: : (1i) adopt a report on the Firm Initial Capital Increase (Kapitalerhöhungsbericht) in accordance with Swiss law (article 652e CO); ; (2ii) if statutory preemptive rights of shareholders need to be set aside, procure that a licensed auditor verifies the report on the Firm Initial Capital Increase in accordance with article 652f CO and confirms in writing that it is complete and accurate (Prüfungsbestätigung), in accordance with Swiss law; ; (3iii) resolve in the form of a duly notarized deed on the Firm Initial Capital Increase as set forth in article 652g CO and make all amendments to the articles of association of the Company necessary in connection with the Firm Initial Capital Increase (Feststellungs-Feststellungs- und Statutenänderungsbeschluss); and and (4iv) promptly thereafter, but no later than [4:00 a.m. a.m.] (New York City time) on the date of the Closing Time, file the documents necessary for the registration of the Firm Initial Capital Increase with the Commercial Register of the Canton of ZugBasel-Stadt; provided, however, that if this Agreement is terminated pursuant to Section 9 7(q) or Section 11 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of ZugBasel-Stadt, the Company undertakes not to resolve on the Firm Initial Capital Increase (if it has not already done so) and not to file the relevant resolutions with the Commercial Register of the Canton of ZugBasel-Stadt. (ivd) Immediately after the registration of the Firm Initial Capital Increase in the Commercial Register of the Canton of Zug Basel-Stadt pursuant to Section 2(d)(iii3(c), but in no event later than 9:15 9:30 a.m. (New York City time) on the date of the Closing Time, the Company will will: (1i) deliver by way of email to BofAeach of the Representatives, Continental Stock Transfer & Trust Company (“CST”)the share registrar of the Company, Xxxxxxx Xxxxxxxxx XX and Xxxxxxxx Xxxxx Xxxx & Xxxxxxxx LLP XX pdf-copies of, of (A) the certified excerpt of the journal entry (Tagebuch) or the certified excerpt extract from the Commercial Register of the Canton of Zug evidencing Basel-Stadt confirming that the Firm Initial Capital IncreaseIncrease has been approved by the commercial register (cantonal and federal commercial register), has been registered in the Commercial Register (Tagesregister) and will be published in the Swiss Official Gazette of Commerce, (B) the certified updated articles of association of the Company evidencing the Firm Initial Capital Increase, (C) the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company Company’s share registrar and evidencing BofA, acting on behalf of the several Underwriters in proportion to of their respective holdings set out in Schedule A I hereto, as first holder of the Initial Securities and [(D) a copy of the extract of the share register (Aktienbuch) of the Company evidencing the issuance Underwriters as shareholders with respect to the Initial Securities]; (ii) take all steps necessary to ensure that the Initial Securities will be (A) issued to BofA, acting on behalf of the several Underwriters in proportion to their respective holdings set out in Schedule A hereto with respect to the Initial Securities; Underwriters, (2B) to instruct CST to record the Initial Securities duly recorded as intermediated securities (Bucheffekten) in DTC the Depository Trust Company (“DTC”), (C) duly recorded in an account of BofABofA at the DTC on the Closing Time, all in accordance with the provisions of the Swiss Federal Act on Intermediated Securities, freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at the Closing Time; and (3) take all reasonable steps necessary to ensure that the Initial Securities will be (A) duly recorded in an account of BofA at the DTC at the Closing Time and (BD) freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at on the Closing Time in accordance with the instructions of the Representatives.

Capital Increase and Initial Subscription. (ia) The Company confirms that: : (1i) pursuant Pursuant to its articles of association, the board Board of directors Directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 178,410.84 1,647,000 by issuing up to 17,841,084 Ordinary 25,734,375 Common Shares with a nominal value of CHF 0.01 0.064 each out of the Company’s capital bandauthorized share capital, such capital band authorization having been introduced into the Company’s articles of association granted by resolution of the shareholders meeting of March 2September 19, 20232019; and (2ii) on May 15, 2023On [●], the Board has resolved on an increase in the share capital of the Company (GrundsatzbeschlussDurchführungsbeschluss) from CHF 365,273.68 by [●] to a maximum amount of CHF 178,410.84 4,267,000 by issuing up to 17,841,084 [●] new Ordinary Common Shares from the authorized share capital band for the purpose of the offering (“Firm Capital Increase”), whereby all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded, thereby delegating any additional related resolution to a Transaction Committee of the Board and (3) not later than the day prior to Closing Time, the Transaction Committee shall have resolved on the final number of Initial Securities be issued pursuant to this Agreement (“Firm Capital Increase”). (iib) BofAXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to to: (i) subscribe (through BofAXxxxxx Xxxxxxx & Co. LLC) on or by 6:00 a.m. (New York City time) on the business day prior to the Closing Date, or such other time and date as agreed between the Company and the Representatives, for all the Initial Securities Firm Shares at the issue price (Ausgabebetrag) of CHF 0.01 0.064 per Initial Security Firm Share corresponding to the nominal value for each Initial Security, which shall be paid to a capital increase bank account (to be specified by the Company) and the issue price shall be credited to the recipient bank no later than 1:00 a.m. (New York City time) on the date of the Closing Time, Firm Share and to deliver the corresponding subscription form (Zeichnungsschein) to the Company in the form of Exhibit B C hereto concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and BofA. BofA shall be entitled to deduct the difference between the nominal value of the Initial Securities and any higher payment made to the capital increase bank account (to be specified by the Company) from any payment due to the Company no later than at the Closing Time. (iii) Upon receipt of the documents and payments referred to in Section 2(d)(ii) and before 3:00 6:00 a.m. (New York City time) on the date of business day prior to the Closing TimeDate; and (ii) deposit or cause to be deposited, same-day funds for value not later than 6:00 a.m. (New York time) on the business day prior to the Closing Date, or such other time and date as agreed between the Company and BofARepresentatives, in the amount of CHF [●] (corresponding to the aggregate nominal value of the Firm Shares) (the “Firm Capital Increase Amount”) with Credit Suisse (Suisse) SA, a Swiss banking institution (the “Capital Increase Bank”), in a blocked account for such capital increase (Kapitaleinzahlungskonto) with the IBAN [●], made out to the Company’s name (the “Firm Capital Increase Account”), allowing the Capital Increase Bank to issue and deliver a written confirmation of payment of the Firm Capital Increase Amount (Kapitaleinzahlungsbestätigung) to the Company no later than 9:00 a.m. (New York time) on the business day prior to the Closing Date (or such other time and date as agreed between the Company and the Representatives). (c) Upon receipt of the documents referred to in Section 5(b) and before 3:00 a.m. (New York time) on the Closing Date, or such other time and date as agreed between the Company and the Representatives, the Board will: : (1i) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) in accordance with Swiss law (article 652e CO); ; (2ii) procure that a licensed auditor verifies the report on the Firm Capital Increase in accordance with article 652f CO and confirms in writing that it is complete and accurate (Prüfungsbestätigung), in accordance with Swiss law; ; (3iii) resolve in the form of a duly notarized deed on the Firm Capital Increase as set forth in article 652g CO and make all amendments to the articles of association of the Company necessary in connection with the Firm Capital Increase (Feststellungs-Feststellungs- und Statutenänderungsbeschluss); and and (4iv) promptly thereafter, but no later than 4:00 a.m. (New York City time) on the date of the Closing TimeDate, file the documents necessary for the registration of the Firm Capital Increase with the Commercial Register of the Canton of ZugVaud; provided, however, that if this Agreement is terminated pursuant to Section 9 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of ZugVaud, (A) the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) and not or to file the relevant resolutions with the Commercial Register of the Canton of ZugVaud, and (B) the Company shall immediately cause the Capital Increase Bank to release the Firm Capital Increase Amount in full to Xxxxxx Xxxxxxx & Co. LLC, acting for the accounts of the several Underwriters, as soon as practicable; and the Underwriters understand that the Capital Increase Bank may require confirmation, including from the Underwriters, to release the Firm Capital Increase Amount and the Underwriters agree to deliver such confirmation. (ivd) Immediately after the registration of the Firm Capital Increase in the Commercial Register of the Canton of Zug Vaud pursuant to Section 2(d)(iii5(c), but in no event later than 9:15 a.m. (New York City time) on the date of the Closing TimeDate, the Company will will: (1i) deliver by way of email to BofAeach of the Representatives, Continental Stock Transfer & Trust Company (“CST”)the Capital Increase Bank, Xxxxxxx the share registrar of the Company, Xxxxxxxxx XX and Xxxxx Xxxx & Xxxxxxxx LLP Staehelin pdf-copies of, (A) the certified excerpt of the journal entry (Tagebuch) or the certified excerpt from the Commercial Register of the Canton of Zug Vaud evidencing the Firm Capital Increase, (B) the certified updated articles of association of the Company evidencing the Firm Capital Increase, (C) the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company Company’s share registrar and evidencing BofAXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters in proportion to of their respective holdings set out in Schedule A I hereto, as first holder of the Initial Securities Firm Shares and (D) a copy of the extract of the share register (Aktienbuch) of the Company evidencing the issuance Underwriters as shareholders with respect to BofAthe Firm Shares; (ii) take all steps necessary to ensure that the Firm Shares will be (A) issued to Xxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters in proportion to their respective holdings set out in Schedule A hereto with respect to the Initial Securities; Underwriters, (2B) to instruct CST to record the Initial Securities duly recorded as intermediated securities (Bucheffekten) in DTC DTC, (C) duly recorded in an account of BofAXxxxxx Xxxxxxx & Co. LLC, all in accordance with the provisions of the Swiss Federal Act on Intermediated Securities, and (D) freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at on the Closing TimeDate; and and (3iii) take all reasonable steps necessary to ensure that the Initial Securities Firm Shares will be (A) duly recorded in an account of BofA Xxxxxx Xxxxxxx & Co. LLC at the DTC at on the Closing Time Date and (B) freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at on the Closing Time Date in accordance with the instructions of the Representative. (e) The funds deposited in the Firm Capital Increase Account shall, upon registration of the Firm Capital Increase pursuant to Section 5(c) and upon request by the Representatives, be transferred to a separate account of the Company with [●] and shall, in such case, remain so deposited, without interest, for the account of the Company until the earlier of: (i) the issuance of the Firm Shares to the Underwriters as set forth in Section 5(d) on the Closing Date; and (ii) the date of receipt by the Representatives on behalf of the several Underwriters of the proceeds of (A) the sale of the Firm Shares as set forth in Sections 13(b), 13(c) or 13(e) or (B) the Capital Reduction as set forth in Section 13(d), as the case may be. Any fees payable to the Capital Increase Bank for any transfer of the funds deposited in the Firm Capital Increase Account pursuant to this Section 5(e) shall be payable directly to the Capital Increase Bank by the Company.

Capital Increase and Initial Subscription. (ia) The Company confirms that: : (1) pursuant Pursuant to its articles of association, the board Board of directors Directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 178,410.84 728,675 by issuing up to 17,841,084 Ordinary 7,286,750 Common Shares with a nominal value of CHF 0.01 each out of the Company’s capital bandauthorized share capital, such capital band authorization having been introduced into the Company’s articles of association granted by resolution of the shareholders shareholders’ meeting of March 2April 21, 20232021; and (2) on May 15On or about [●], 2023, 2021 the Board has of Directors of the Company resolved on an increase in the share capital of the Company (GrundsatzbeschlussErhöhungsbeschluss) from CHF 365,273.68 by 2,914,699.20 to a maximum amount of CHF 178,410.84 [●] by issuing up to 17,841,084 [●] new Ordinary Common Shares from the authorized share capital band for the purpose of the offering transactions contemplated by this Agreement (“Capital Increase”), whereby all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded, thereby delegating any additional related resolution to a Transaction Committee of the Board and (3) not later than the day prior to Closing Time, the Transaction Committee shall have resolved on the final number of Initial Securities be issued pursuant to this Agreement (“Firm Capital Increase”). (iib) BofA, acting on behalf of The Company undertakes to cause Xxxxxxx Kantonalbank (the several Underwriters, agrees“Settlement Agent”): (1) to subscribe, on or by 8:00 a.m. (Swiss time) on [●], 2021, or such other date as agreed between the basis of Company and the representationsRepresentatives (the “Capital Increase Date”), warranties and agreements herein contained, to subscribe (through BofA) for all the Initial Securities Underwritten Shares at the issue price (Ausgabebetrag) of CHF 0.01 0.10 per Initial Security Underwritten Share corresponding to the nominal value for of each Initial Security, which shall be paid to a capital increase bank account (to be specified by the Company) and the issue price shall be credited to the recipient bank no later than 1:00 a.m. (New York City time) on the date of the Closing Time, such Underwritten Share and to deliver the corresponding subscription form (Zeichnungsschein) to the Company Company; and (2) to deposit or cause to be deposited same-day funds (in CHF) for value not later than 8:00 a.m. (Swiss time) on the Capital Increase Date in the form amount of Exhibit B hereto concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and BofA. BofA shall be entitled to deduct the difference between the aggregate nominal value of the Initial Securities and any higher payment made to Underwritten Shares (the “Capital Increase Amount”) with UBS AG (the “Capital Increase Bank”), in a blocked account for such capital increase bank account (to be specified by the Company) from any payment due Kapitaleinzahlungskonto), made out to the Company at (the Closing Time“Capital Increase Account”), allowing the Capital Increase Bank to issue and deliver a written confirmation of payment of the Capital Increase Amount (Kapitaleinzahlungsbestätigung) to the Company no later than 8:30 a.m. (Swiss time) on the Capital Increase Date. (iiic) Upon receipt of the documents and payments referred to in Section 2(d)(ii3(b) and before 3:00 9:00 a.m. (New York City Swiss time) on the date of the Closing Time, or such other time and date as agreed between the Company and BofACapital Increase Date, the Board of Directors (or a committee or a Board member duly authorized by the Board of Directors) will: : (1) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) in accordance with Swiss law (article 652e CO); law; (2) procure that a licensed auditor verifies the report on the Firm Capital Increase in accordance with article 652f CO of the Swiss Code of Obligations and confirms in writing that it is complete and accurate (Prüfungsbestätigung), ) in accordance with Swiss law; ; (3) resolve in the form of a duly notarized deed on the Firm Capital Increase as set forth in article 652g CO and make all amendments to the articles of association of the Company necessary in connection with the Firm Capital Increase (Feststellungs-Feststellungs- und Statutenänderungsbeschluss); and and (4) promptly thereafter, but no later than 4:00 9:00 a.m. (New York City Swiss time) on the date of the Closing TimeCapital Increase Date, file the documents necessary for the registration of the Firm Capital Increase with the Commercial Register of the Canton of ZugZurich; provided, however, that if this Agreement is terminated pursuant to Section 9 11 prior to the Company filing the relevant resolutions documents with the Commercial Register of the Canton of ZugZurich, (A) the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) and not to file the relevant resolutions documents with the Commercial Register of the Canton of ZugZurich. (ivd) Immediately after Following the registration of the Firm Capital Increase in the Commercial Register of the Canton of Zug Zurich pursuant to Section 2(d)(iii3(c), but in the Company shall: (1) no event later than 9:15 a.m. 3:00 p.m. (New York City Swiss time) on the date of the Closing Time, the Company will Capital Increase Date (1i) deliver by way of email to BofAeach of the Representatives, Continental Stock Transfer & Trust the Capital Increase Bank, SIX, the share registrar of the Company (“CST”)and Advestra AG, Xxxxxxx XX and Xxxxx Xxxx & Xxxxxxxx LLP pdf-copies of, (A) the certified excerpt of the journal entry (Tagebuch) or the certified excerpt from the Commercial Register of the Canton of Zug Zurich featuring the approval from the Swiss Federal Office for the Commercial Register (Eidgenössisches Amt für das Handelsregister; EHRA) evidencing the Firm Capital Increase, (B) the certified updated articles of association of the Company evidencing the Firm Capital Increase, Increase and (C) the Company’s duly signed book of uncertificated securities (Wertrechtebuch) duly signed by of the Company and evidencing BofA, acting on behalf of the several Underwriters in proportion to their respective holdings set out in Schedule A hereto, Settlement Agent as first holder of the Initial Securities Underwritten Shares; and (Dii) a copy of take all steps necessary to ensure that the extract of the share register Underwritten Shares will be (AktienbuchA) of the Company evidencing the issuance to BofA, acting on behalf of the several Underwriters in proportion to their respective holdings set out in Schedule A hereto with respect issued to the Initial Securities; Settlement Agent, (2B) to instruct CST to record the Initial Securities duly recorded as intermediated book-entry securities (Bucheffekten) in DTC in an the main register (Hauptregister) maintained by SIX SIS AG (“SIS”) and (C) duly delivered through the facilities of SIS to a security deposit account of BofAthe Settlement Agent for delivery to the Depositary; and (2) no later than 10:00 a.m. (Swiss time) on [●], 2021, take all steps necessary to ensure that the Underwritten Shares will be (A) duly onward delivered through the facilities of SIS by the Settlement Agent to the Depositary upon receipt by the Settlement Agent of a position transfer order (DI-DI) from the Depositary, all in accordance with the provisions of the Swiss Federal Act on Intermediated Securities, freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at the Closing Time; and (3) take all reasonable steps necessary to ensure that the Initial Securities will be (A) duly recorded in an account of BofA at the DTC at the Closing Time and (B) freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at on such date. (e) Any fees payable to the Closing Time in accordance with the instructions Capital Increase Bank for any transfer of the Representativesfunds deposited in the Capital Increase Account shall be payable to the Capital Increase Bank by the Company.

Capital Increase and Initial Subscription. (ia) The Company confirms that: : (1i) pursuant Pursuant to its articles of association, the board Board of directors Directors of the Company (the “Board”) may effect an increase of the Company’s share capital in a maximum amount of CHF 178,410.84 1,600,000 by issuing up to 17,841,084 Ordinary 20,000,000 Common Shares with a nominal value of CHF 0.01 0.08 each out of the Company’s capital bandauthorized share capital, such capital band authorization having been introduced into the Company’s articles of association granted by resolution of the shareholders meeting of March 230, 20232020 and amended by resolution of the shareholders meeting of April 24, 2020, provided that the Company plans to issue 4,777,996 Common Shares out of its authorized share capital to holders of existing Class E preferred shares concurrently with the Firm Capital Increase (the “Compensatory Capital Increase”); and (2ii) on May 15By [●], 20232020, at the latest the Board has resolved will resolve on an increase in the share capital of the Company (GrundsatzbeschlussDurchführungsbeschluss) from CHF 365,273.68 by 4,267,000 to a maximum amount of CHF 178,410.84 [●] by (A) executing the Compensatory Capital Increase and (B) issuing up to 17,841,084 [●] new Ordinary Common Shares from the authorized share capital band for the purpose of the offering (“Firm Capital Increase”), whereby in each case (x) all statutory pre-emptive rights to which the shareholders of the Company are entitled under Swiss law have been validly excluded, thereby delegating any additional related resolution to a Transaction Committee excluded and (y) the nominal value of such Common Shares shall be paid by conversion of freely distributable reserves (Umwandlung xxx xxxx verwendbarem Eigenkapital) of the Board and (3) not later than the day prior to Closing Time, the Transaction Committee shall have resolved on the final number of Initial Securities be issued pursuant to this Agreement (“Firm Capital Increase”)Company. (iib) BofAXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters, agrees, on the basis of the representations, warranties and agreements herein contained, to subscribe (through BofAXxxxxx Xxxxxxx & Co. LLC) for all the Initial Securities Firm Shares at the issue price (Ausgabebetrag) of CHF 0.01 0.08 per Initial Security Firm Share corresponding to the nominal value for each Initial SecurityFirm Share, which shall be paid to a capital increase bank account by conversion of freely distributable reserves (to be specified by Umwandlung xxx xxxx verwendbarem Eigenkapital) of the Company) and the issue price shall be credited to the recipient bank no later than 1:00 a.m. (New York City time) on the date of the Closing Time, and to deliver the corresponding subscription form (Zeichnungsschein) to the Company in the form of Exhibit B C hereto concurrently with the execution and delivery of this Agreement or such other time and date as agreed between the Company and BofA. BofA shall be entitled to deduct the difference between the nominal value of the Initial Securities and any higher payment made to the capital increase bank account (to be specified by the Company) from any payment due to the Company at the Closing TimeRepresentatives. (iiic) Upon receipt of the documents and payments referred to in Section 2(d)(ii5(b) and before 3:00 a.m. (New York City time) on the date of the Closing TimeDate, or such other time and date as agreed between the Company and BofAthe Representatives, the Board will: : (1i) adopt a report on the Firm Capital Increase (Kapitalerhöhungsbericht) in accordance with Swiss law (article 652e CO); ; (2ii) procure that a licensed auditor verifies the report on the Firm Capital Increase in accordance with article 652f CO and confirms in writing that it is complete and accurate (Prüfungsbestätigung), in accordance with Swiss law; ; (3iii) resolve in the form of a duly notarized deed on the Firm Capital Increase as set forth in article 652g CO and make all amendments to the articles of association of the Company necessary in connection with the Firm Capital Increase (Feststellungs-Feststellungs- und Statutenänderungsbeschluss); and and (4iv) promptly thereafter, but no later than 4:00 a.m. (New York City time) on the date of the Closing TimeDate, file the documents necessary for the registration of the Firm Capital Increase with the Commercial Register of the Canton of ZugVaud; provided, however, that if this Agreement is terminated pursuant to Section 9 12 prior to the Company filing the relevant resolutions with the Commercial Register of the Canton of ZugVaud, the Company undertakes not to resolve on the Firm Capital Increase (if it has not already done so) and not to file the relevant resolutions with the Commercial Register of the Canton of ZugVaud. (ivd) Immediately after the registration of the Firm Capital Increase in the Commercial Register of the Canton of Zug Vaud pursuant to Section 2(d)(iii5(c), but in no event later than 9:15 a.m. (New York City time) on the date of the Closing TimeDate, the Company will will: (1i) deliver by way of email to BofAeach of the Representatives, Continental Stock Transfer & Trust Company (“CST”)the share registrar of the Company, Xxxxxxx Xxxxxxxxx XX and Xxxxx Xxxx & Xxxxxxxx LLP Staehelin pdf-copies of, (A) the certified excerpt of the journal entry (Tagebuch) or the certified excerpt from the Commercial Register of the Canton of Zug Vaud evidencing the Firm Capital Increase, (B) the certified updated articles of association of the Company evidencing the Firm Capital Increase, (C) the Company’s book of uncertificated securities (Wertrechtebuch) duly signed by the Company Company’s share registrar and evidencing BofAXxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters in proportion to of their respective holdings set out in Schedule A I hereto, as first holder of the Initial Securities Firm Shares and (D) a copy of the extract of the share register (Aktienbuch) of the Company evidencing the issuance Underwriters as shareholders with respect to BofAthe Firm Shares; (ii) take all steps necessary to ensure that the Firm Shares will be (A) issued to Xxxxxx Xxxxxxx & Co. LLC, acting on behalf of the several Underwriters in proportion to their respective holdings set out in Schedule A hereto with respect to the Initial Securities; Underwriters, (2B) to instruct CST to record the Initial Securities duly recorded as intermediated securities (Bucheffekten) in DTC DTC, (C) duly recorded in an account of BofAXxxxxx Xxxxxxx & Co. LLC, all in accordance with the provisions of the Swiss Federal Act on Intermediated Securities, and (D) freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at on the Closing TimeDate; and and (3iii) take all reasonable steps necessary to ensure that the Initial Securities Firm Shares will be (A) duly recorded in an account of BofA Xxxxxx Xxxxxxx & Co. LLC at the DTC at on the Closing Time Date and (B) freely transferable (subject to any applicable restrictions set forth in the articles of association of the Company) at on the Closing Time Date in accordance with the instructions of the RepresentativesRepresentative.