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
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
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
