SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2020 • ObsEva SA • Pharmaceutical preparations
This Subscription Agreement (this “Subscription”) is dated as of September 3, 2020, by and between OBSEVA SA, a stock corporation (société anonyme) organized under the laws of Switzerland (the “Company”), and ERNEST LOUMAYE, MD, PHD (the “Investor”).
COMMON SHARE PURCHASE WARRANT OBSEVA SASecurities Agreement • September 8th, 2020 • ObsEva SA • Pharmaceutical preparations • New York
THIS COMMON SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 September , 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December , 20211 (the “Termination Date”) but not thereafter, to subscribe for and purchase from ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), up to common shares, with a par value of CHF 1/13 each (as subject to adjustment hereunder, the “Warrant Shares”) in the capital of the Company. The purchase price of one Common Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
OBSEVA SA Underwriting and Placement Agency AgreementUnderwriting and Placement Agency Agreement • September 8th, 2020 • ObsEva SA • Pharmaceutical preparations • New York
ObsEva SA, a société anonyme organized under the laws of Switzerland (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom H.C. Wainwright & Co., LLC (“Wainwright”) is acting as representative, (i) an aggregate of (a) 5,490,000 common shares (the “Underwritten Shares”), par value CHF 1/13 per share, of the Company (the “Common Shares”) and (b) 958,240 pre-funded warrants to purchase 958,240 Common Shares at an exercise price of CHF 1/13 per share substantially in the form set forth on Exhibit D (the “Pre-Funded Warrants”) and (ii) warrants to purchase up to 6,448,240 Common Shares at an exercise price of $3.43 per share substantially in the form set forth on Exhibit E hereto (the “Underwritten Warrants” and, together with the Underwritten Shares and the Pre-Funded Warrants, the “Underwritten Securities”). Simultaneously with the purchase and sale to the Underwriters of the Underwritten Securities, the Company
