|Convertible Note Agreement | AC Immune SA, 11 December 2018||5/23|
a person domiciled outside the Unites States or Switzerland. If it should be unlawful under Swiss law to make such additional
payments, the applicable interest rate shall be increased to the extent that the Lender receives the full amount that it would
have received had no deduction or withholding been made.
Loan and, if applicable, any interest and other amounts outstanding thereunder shall become immediately due for repayment on the
Business Day following the occurrence an Event of Default (the “Repayment”);
provided, however, that upon the occurrence of an Event of Default under Section 8.1(f),
the Loan and any interest and other amounts outstanding thereunder shall automatically
and immediately become due and payable;|
conversion in accordance with and pursuant to Section 5 (the “Conversion”);
Borrower may not borrow again any amount which has been repaid to the Lender.
an Event of Default shall have occurred and be continuing, the Lender and its affiliates are hereby authorized at any time and
from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any
time owing by such Lender or its affiliates to or for the credit or the account of the Company against any and all of the obligations
of the Company now or hereafter existing under this Loan Agreement or the Note to the Lender, irrespective of whether or not the
Lender shall have made any demand under this Loan Agreement.
Conversion at Long Stop Date|
otherwise accelerated pursuant to Section 4.1(a) or limited by Section 9.1, any outstanding amounts under the Loan on the
90-day anniversary of the Closing Date (the “Long Stop Date”) shall automatically be converted into common
shares of the Company (such shares, in a number to be determined as set forth below, the “Conversion Shares”).
issue price (the “Conversion Price”) of such Conversion Shares shall be the USD amount calculated by dividing
(i) the Outstanding Loan by (ii) USD 13.83.