|Convertible Note Agreement | AC Immune SA, 11 December 2018||6/23|
the Loan has not been converted into shares of the Company by the five-month anniversary of the Closing Date, the Company shall,
if requested by written notice from the Lender, immediately repay the Outstanding Loan plus accrued and unpaid interest thereon,
if any, in cash plus liquidated damages of 15% of the outstanding principal amount and accrued and unpaid interest, if any, due
under the Loan.
upon Request of the Lender|
any time between the later of (i) one-month period following the Closing Date (ii) two months after the date of this Agreement,
and up to the Long Stop Date, the Lender may, subject to Section 9.1, in its sole discretion and until the Loan has been
fully converted, notify the Borrower of its request to convert in whole or, in the case where Section 9 of this Agreement
applies, in part the Outstanding Loan into common shares of the Company for an issue price corresponding to the Conversion Price.
of the Conversion|
execute the Conversion, the Borrower undertakes to notify the Lender with a 10 Business Day advance notice of an event of
Conversion in accordance with Section 5.1, such notice specifying the amount of the Loan to be converted and the number of
shares in the Company to be issued in connection with such Conversion. The Lender undertakes to submit a conversion notice (the
“Conversion Notice”) substantially in the form of Annex 2 to the Company in connection with any conversion
pursuant to Section 5.2.
the event of a Conversion, the amount of the Loan and any outstanding interest thereon being converted into common shares of the
Company at the Conversion Price shall automatically be deemed repaid by set-off (Repayment by Set-off).
fractional shares created by way of Conversion shall be disregarded and the number of shares to be issued and granted shall be
rounded downward to the next full number of shares. As to any fraction of a share which the Lender would otherwise be entitled
to purchase upon Conversion, the Company shall pay a cash adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Conversion Price.
Borrower has an available amount of CHF 91’867.50 of conditional share capital as per article 3b of its Articles of Association,
pursuant to which it may issue a maximum of up to 4’593’375 registered shares, payable in full, each with a nominal
value of CHF 0.02 through the exercise of conversion and/or option or warrant rights granted in connection with bonds or similar
instruments, including convertible debt instruments. Such conditional capital is available for the conversion of the Loan pursuant
to the terms and conditions of this Note Agreement.