THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), OR APPLICABLE STATE SECURITIE

THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR

APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION THEREOF MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, INCLUDING PURSUANT TO RULE 904, RULE 144 OR RULE 144A UNDER THE SECURITIES ACT OR PURSUANT TO A PRIVATE SALE EFFECTED UNDER SECTION 4(A)(7) OF THE SECURITIES ACT OR

APPLICABLE FORMAL OR INFORMAL SEC INTERPRETATION OR GUIDANCE, SUCH AS A SO-CALLED "4a AND A HALF" SALE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN, FINANCING OR

INDEBTEDNESS ARRANGEMENT SECURED BY THE SECURITIES.

SENIOR SECURED CONVERTIBLE NOTE

FOR VALUE RECEIVED, ADC Therapeutics SA, a Swiss stock corporation (soci t anonyme) (the "Company"), hereby, subject to a conversion into Common Shares in accordance with Section 2 hereof, promises to pay to [ ], or its registered assigns (the "Holder"), the principal amount

of [ ] ($[ ]) pursuant to, and in accordance with, the terms of that certain Facility Agreement, dated as of April 24, 2020, by and among the Company, the Lenders party thereto, the Agent and the other parties thereto (together with all exhibits and

schedules thereto and as may be amended, restated, modified and supplemented from time to time, the "Facility Agreement"). The Company hereby promises to pay accrued and unpaid Interest (as defined below) and

premium, if any, on the Principal on the dates, at the rates and in the manner provided for in the Facility Agreement (including upon a Major Transaction Redemption or any conversion of this Note). The Company hereby promises to pay any Make Whole

Amount and any Exit Charge that is due on the Principal in accordance with the Facility Agreement (including, in the case of the Make Whole Amount, upon a Major Transaction Redemption and, in the case of the Exit Fee, upon a Major Transaction

Redemption or any conversion of this Note). Pursuant to Section 2(c)(iv) hereof, the Principal amount of this Note may be less than the amount indicated above.

This Senior Secured Convertible Note (including all Senior Secured Convertible Notes issued in exchange, transfer or replacement hereof, and as any of the foregoing may be amended, restated,

supplemented or otherwise modified from time to time, this "Note") is one of the Senior Secured Convertible Notes issued pursuant to the Facility Agreement (collectively, including all Senior Secured

Convertible Notes issued in exchange, transfer or replacement thereof, and as any of the foregoing may be amended, restated, supplemented or otherwise modified from time to time, the "Notes"). All capitalized

terms used and not otherwise defined herein shall have the respective meanings set forth in the Facility Agreement.

This Note evidences a Loan issued under the Facility Agreement. Accordingly, any payment of the Principal of this Note (it being agreed that the settlement of the Company's obligations by delivery

of Conversion Shares (as defined below) upon conversion of any Principal of this Note shall be deemed to constitute payment of such Principal) or any payment of Interest hereon constitutes a payment of the principal amount of such Loan or interest

thereon, as the case may be. This Note may not be transferred separately from the Holder's rights and obligations as a Lender under the Facility Documents with respect to the corresponding Loan amount.

This Note is secured by Liens on and security interests in certain property and assets of the Company and the other Loan Parties that have been granted to the Agent, for the benefit

and, where applicable, acting as the direct representative (direkter Stellvertreter) or in case of an assignment of receivables as the indirect representative (indirekter Stellvertreter) of the Secured Parties, pursuant to the Loan Documents.

Reference is hereby made to the other Loan Documents for a description of the Collateral securing the obligations evidenced by this Note, the terms and conditions upon which such Liens and security interests were granted and the rights and remedies

of the Holder in respect thereof.

The Company has no right, but under certain circumstances may have an obligation, to make payments of Principal prior to the due date for such payments set forth in the Facility Agreement. The

Facility Agreement contains provisions for acceleration of the maturity of the unpaid Principal upon the happening of certain events.

(a) Certain Defined Terms. For purposes of this Note, the following terms shall have the following meanings:

(i) "Applicable Value" means (A) the product of (x) the number of issued and outstanding Common Shares on the date the Company delivers the

Major Transaction/Organic Change Notice (as defined in Section 3(b)) multiplied by (y) the Closing Price of the Common Shares on such date, plus (B) the amount of the Company's and its consolidated subsidiaries' debt as shown on the latest

consolidated financial statements of the Company and its subsidiaries filed with the SEC (the "Current Financial Statements"), plus (C) if applicable, the aggregate liquidation preference of each class of the

Company's preferred shares, less (D) the amount of cash and cash equivalents of the Company and its consolidated subsidiaries, as shown on the Current Financial Statements.

(ii) "Articles" means the Company's articles of association, as may be amended or restated from time to time.

(iii) "Asset Sale" means a transaction described in clause (B) of the definition of "Major Transaction" in connection with which the Company

distributes assets to shareholders.

(iv) "Bloomberg" means Bloomberg Financial Markets or an equivalent, reliable reporting service designated by the Company and subject to the

consent of the Required Note Holders (such consent not to be unreasonably withheld, conditioned or delayed).

(v) "Capital Stock" means, for any entity, any and all shares, interests, rights to purchase, warrants, options, participations or other

equivalents of or interests in (however designated) stock issued by that entity, but for the avoidance of doubt, excluding any debt securities convertible into such stock.

(vi) "CHF" means the legal currency of Switzerland.

(vii) "Closing Price" means, for any security as of any Trading Day, the closing (last sale) price per share for such security on its Principal

Market on such Trading Day (at the end of regular trading hours on such Principal Market), as reported by Bloomberg, or if no closing price per share is reported for such security by Bloomberg, the average of the last bid and last ask price (or if

more than one in either case, the average of the average last bid and average last ask prices) per share for such security on such Trading Day as reported in the composite transactions for the principal U.S. national or regional securities exchange

on which the Common Shares are traded. If such security is not listed for trading on a U.S. national or regional securities exchange on the relevant Trading Day, then the Closing Price for such security will be the average of the mid-point of the

last bid and last ask prices per share for such security in the over-the-counter market on the relevant Trading Day as reported by OTC Markets Group or similar organization. If the Closing Price cannot be calculated for a security on such date on

any of the foregoing bases, the Closing Price of such security on such date shall be the fair market value per share of such security as mutually determined in good faith by the Board of Directors of the Company and the Required Note Holders.

(viii) "Common Shares" means the common shares, par value CHF 0.064 per share, of the Company, subject to Section 3(d).

(ix) "Conversion Agent" means UBS Switzerland AG, Bahnhofstrasse 45, 8098 Zurich, Switzerland, in its capacity as Swiss bank for the purposes

of article 653e of the Swiss Code of Obligations and as conversion agent for the Notes, and includes any successor to UBS Switzerland AG, in its capacity as conversion agent.

(x) "Conversion Amount" means the Principal to be converted with respect to which this determination is being made.

(xi) "Conversion Price" means $24.70, subject to adjustment as provided herein.

(xii) "Delisting Event" means any of the following: (A) the Common Shares are not listed on the Principal Market, (B) trading in the Common

Shares on the Principal Market is suspended, or (C) the Company has received a notice of delisting due to noncompliance with any material rule or regulation applicable to the trading or listing of the Common Shares on the Principal Market and such

noncompliance has not been cured as set forth in a notice from the Principal Market.

(xiii) "Dollars" or "$" means United States Dollars.

(xiv) "Effective Date" means, with respect to any Major Transaction, the date on which such Major Transaction occurs or becomes effective.

(xv) "Eligible Market" means the New York Stock Exchange, Inc., the NYSE American, the NASDAQ Capital Market, the NASDAQ Global Market or the

NASDAQ Global Select Market (or, in each case, any successor thereto).

(xvi) "Fair Market Value" means (i) with respect to any security that is listed, quoted or traded on an Eligible Market, as of any date of

determination, the Closing Price of such security on such date, and (ii) with respect to any other security or asset, the fair market value as mutually determined in good faith by the Board of Directors of the Company and Required Note Holders,

subject to the dispute resolution provisions set forth in Section 2(c)(iii) below.

(xvii) "Freely Tradeable Shares" means Common Shares which, at the time of issuance thereof, (i) are duly authorized, validly issued, fully paid

and non-assessable, (ii) are eligible for resale by the Holder, without limitation or restriction (including any volume limitation or current public information requirement) under state or federal securities laws, pursuant to Rule 144 under the

Securities Act or are the subject of an effective registration statement under the Securities Act covering the resale thereof, as provided for in the Registration Rights Agreement, and (iii) do not bear, and are not subject to, any restrictive

legend, stop transfer or similar restriction (assuming in the case of clauses (ii) and (iii), that such holder is not at the time of such conversion, and has not during the three (3) months immediately prior thereto been, an Affiliate of the

(xviii) "Interest" means any interest (including any default interest) accrued on the Principal pursuant to the terms of this Note and the Facility

(xix) "Issuance Date" means May 19, 2020, regardless of any exchange or replacement hereof.

(xx) "Major Transaction" means any of the following events:

(A) a consolidation, merger, exchange of shares, tender or exchange offer, recapitalization, reorganization, amalgamation, scheme of arrangement, business combination, purchase or sale of

shares or other similar event, (1) following which the holders of Common Shares (on an as converted basis, assuming the conversion of all outstanding Convertible Securities into Common Shares), or of the voting power of voting stock immediately

preceding such consolidation, merger, exchange, recapitalization, reorganization, amalgamation, scheme of arrangement, business combination, sale of shares or other event either (a) no longer hold a majority of the Common Shares (on an as converted

basis, assuming the conversion of all outstanding Convertible Securities into Common Shares), or of the shares or voting power of voting stock of the Company, or (b) no longer have the ability to elect a majority of the Board of Directors of the

Company, or (2) as a result of which the Common Shares shall be changed into (or the holders of the Common Shares become entitled to receive) the same or a different number of shares of the same or another class or classes of stock or securities of

another entity (other than to the extent the Common Shares are changed or exchanged solely to reflect a change in the Company's jurisdiction of incorporation);

(B) the sale or transfer (including, for the avoidance of doubt, by way of an exclusive license that is substantially equivalent to a sale, it being agreed that an exclusive license solely

in respect of Europe is not in and of itself substantially equivalent to a sale) in one transaction or a series of related transactions of (i) all or substantially all of the assets of the Company (including, for the avoidance of doubt, a sale of all

or substantially all of the assets of the Company and its Subsidiaries, taken as a whole) to any Person other than one of the Company's wholly-owned Subsidiaries or (ii) assets of the Company (including, for the avoidance of doubt, assets of the

Company and its Subsidiaries, taken as a whole) to any Person other than one of the Company's wholly-owned Subsidiaries for a purchase price equal to more than 50% of the Applicable Value, in connection with which the Company distributes its assets

(C) the stockholders of the Company approve any plan or proposal for the liquidation, dissolution or winding-up of the Company;

(D) a "person" or "group" within the meaning of Section 13(d) of the Exchange Act, other than the Company, files any schedule, form or report under the

Exchange Act disclosing that such person or group has become the direct or indirect "beneficial owner" as defined in Rule 13d-3 under the Exchange Act of the Company's Common Shares representing more than 50% of the Common Shares or the shares or

voting power of the Company's voting stock; or

(E) the Common Shares cease to be listed on any Eligible Market on which they are then listed and are not immediately re-listed on another Eligible Market.

(xxi) "Major Transaction Redemption Price" means the Principal amount of this Note to be redeemed.

(xxii) "Market Disruption Event" means, with respect to any Trading Day, (A) a failure by the Principal Market for the Common Shares to open for

trading during its entire regular trading session, (B) the occurrence or existence prior to 1:00 p.m., New York City time, on such Trading Day, for more than a one half-hour period in the aggregate during regular trading hours, of any suspension or

limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant securities exchange or otherwise) in the Common Shares or in any options, contracts or future contracts relating to the Common Shares, or (C) a

failure of any sales of the Common Shares to occur on the Principal Market on such Trading Day.

(xxiii) "Number of Make-Whole Shares" means, with respect to any Major Transaction, the number of Common Shares per $1,000 Principal amount

determined as set forth in Schedule 1 based on the Share Price and Effective Date of such Major Transaction; provided that the Number of Make-Whole Shares in connection with any Major Transaction Conversion

following a Company Share Major Transaction (until such time as another Major Transaction shall occur, from and after which the Number of Make-Whole Shares shall be determined by reference to such Major Transaction that results in a determination of

the greatest Number of Make-Whole Shares) shall be determined as set forth in Schedule 1 (x) based on the Share Price determined on the Effective Date (without giving effect to clause (y) of this proviso) of such Company Share Major Transaction and

(y) as though the Conversion Date of such Major Transaction Conversion were the Effective Date of such Major Transaction.

(xxiv) "Parent Entity" of a Person means an entity that, directly or indirectly, controls the applicable Person, or, if there is more than one such

Person or Parent Entity, the Person or Parent Entity with the largest enterprise value as of the date of consummation of a Major Transaction.

(xxv) "Principal" means the outstanding principal amount of this Note as of any date of determination.

(xxvi) "Principal Market" means, with respect to the Common Shares, the principal Eligible Market on which the Common Shares are listed, and with

respect to any other security, the principal securities exchange or trading market for such security.

(xxvii) "Registration Rights Agreement" means that certain Registration Rights Agreement dated as of May 19, 2020 among the Company and the Lenders

party to the Facility Agreement, as the same may be amended from time to time.

(xxviii) "Required Note Holders" means, as of any date of determination, Holders of Notes having an aggregate principal amount of more than 50% of the

outstanding principal amount of all Notes as of such date.