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

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.

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 [] Dollars ($[___]) 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

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,

"Notes"). All capitalized terms used and not otherwise defined herein shall have the respective meanings set forth

in the Facility Agreement.

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.

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

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.

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

"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

means the Company's articles of association, as may be amended or restated from time to time.

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

the Company distributes assets to shareholders.

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).

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.

"CHF" means the legal currency of Switzerland.

"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.

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

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.

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

Price" means $28.07, subject to adjustment as provided herein.

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.

or "$" means United States Dollars.

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

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).

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.

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 Company).

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

Note and the Facility Agreement.

Date" means May 17, 2021, regardless of any exchange or replacement hereof.

Transaction" means any of the following events:

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