WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ADDEX THERAPEUTICS LTDWarrant Agreement • April 4th, 2023 • Addex Therapeutics Ltd. • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 July 5, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 5, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Addex Therapeutics Ltd, a Swiss limited company established and existing under the laws of Switzerland (the “Company”), up to 31,578,948 Ordinary Shares, par value CHF 0.01 per share (the “Warrant Shares”), represented by 5,263,158 ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b)
AMENDED AND RESTATED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ADDEX THERAPEUTICS LTDSecurity Agreement • April 4th, 2023 • Addex Therapeutics Ltd. • Pharmaceutical preparations
THIS AMENDED AND RESTATED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (this “Warrant”) certifies that, for value received, Armistice Capital Master Fund Ltd. 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 July 5, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on April 5, 2028 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Addex Therapeutics Ltd, a Swiss limited company established and existing under the laws of Switzerland (the “Company”), up to 9,230,772 Ordinary Shares, par value CHF 0.01 per share (the “Warrant Shares”), represented by 1,538,462 ADSs (such ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. This Amended and Restated Warrant is issued pursuant to that certain Letter Agreement, dated as of April 3
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2023 • Addex Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 3, 2023, between Addex Therapeutics Ltd, a société anonyme organized under the laws of Switzerland (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”).
