12,000,000 Shares ADC THERAPEUTICS SA COMMON SHARES, NOMINAL VALUE CHF 0.08 PER SHARE UNDERWRITING AGREEMENTAuven Therapeutics Holdings Lp • 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 3BLetter Agreement • February 6th, 2023 • Auven Therapeutics Holdings Lp • 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”).
ContractShare Transfer Agreement • April 28th, 2023 • Auven Therapeutics Holdings Lp • Pharmaceutical preparations • New York
This SHARE TRANSFER AGREEMENT, dated as of April 27, 2023 (this “Agreement”), is entered into by and between A.T. HOLDINGS II SÀRL, a limited liability company duly incorporated on February 25, 2010 and existing in accordance with the laws of Switzerland, registered at the Commercial Register of the Canton of Vaud under number CHE-115.457.113 (the “Borrower”), and each lender party hereto (collectively, the “Lenders” and individually, a “Lender”) and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the Lenders (in such capacity, together with its successors and assigns, the “Agent”).
Jefferies LLC c/o Jefferies LLCAuven Therapeutics Holdings Lp • February 6th, 2023 • Pharmaceutical preparations
