WARRANT TO PURCHASE COMMON SHARES OF ADC THERAPEUTICS SA No. W-DF[_]

TO PURCHASE COMMON SHARES OF

FOR VALUE RECEIVED, the undersigned, ADC Therapeutics

SA, a Swiss stock corporation (soci t anonyme) organized under the laws of Switzerland (together with its successors

and assigns, the "Company"), hereby certifies that

or its registered assign is entitled to subscribe for and purchase,

at the Warrant Exercise Price per share, the Warrant Share Number of duly authorized, validly issued, fully paid and non-assessable Common

Shares. This Warrant is issued pursuant to that certain Exchange Agreement, dated as of August 15, 2022, by and among the Company, ADC

Therapeutics (UK) Limited, ADC Therapeutics America, Inc., Deerfield Partners, L.P. and Deerfield Private Design Fund IV, L.P. (as may

be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the "Exchange

Agreement"). The Common Shares issuable hereunder are entitled to the benefits of that certain Amended and Restated Registration

Rights Agreement, dated as of August 15, 2022, by and among the Company and the other Persons party thereto (as may be amended, restated,

supplemented or otherwise modified from time to time in accordance with the terms thereof, the "Registration Rights Agreement").

Capitalized terms used in this Warrant and not otherwise defined herein shall have the respective meanings specified in Section 7

1. Term. The right to subscribe for and purchase Warrant Shares represented hereby commences on

the date hereof (as set forth above) and shall expire at 4:00 p.m. (Zurich time) on May 19, 2025 (such period being the

Section 2. Method of Exercise;

Payment; Issuance of New Warrant; Transfer and Exchange.

Exercise of Warrant. The purchase rights represented by this Warrant may be exercised in whole or in part, at any time and

from time to time, during the Term by delivering to the Company (by electronic mail in accordance with Section 10 below) a duly

completed and executed written notice of such exercise in the form attached as Exhibit A hereto (each, an "Exercise Form")

and payment of the applicable Warrant Exercise Price, which may be satisfied by a Cash Exercise or a Cashless Exercise (each as defined

below), for each Common Share to which this Warrant is exercised. The "Exercise Date" of this Warrant shall be defined

as the date that the Exercise Form, duly completed and executed, is delivered to the Company by electronic mail in accordance with the

terms hereof. In the event that this Warrant has not been exercised in full as of the last Business Day during the Term, the Holder shall

be deemed to have exercised the purchase rights represented by this Warrant in full as a Cashless Exercise as of 4:00 p.m. (Zurich time)

on such last Business Day.

Cash Exercise. The Holder may pay the Warrant Exercise Price in respect of any Warrant Share(s) in cash (a "Cash

Exercise"). In the case of a Cash Exercise, within two (2) Trading Days following the Exercise Date as aforesaid, the Holder

shall deliver the aggregate Warrant Exercise Price for the Warrant Shares specified in the applicable Exercise Form by wire transfer or

cashier's check drawn on a United States bank.

Net Issue Exercise. In lieu of paying the Warrant Exercise Price in respect of any Warrant Share(s) in cash, the Holder,

at its option, may exercise this Warrant (in whole or in part) on a cashless basis by making appropriate notation on the applicable Exercise

Form, in which event the Company shall issue to the Holder a number of Warrant Shares computed using the following formula (a "Cashless

For purposes of this Section 2(c) and Section 2(g),

the fair market value of one Common Share on the date of determination shall mean:

(i) if the Common Shares are publicly traded, the Market Price of the Common Shares on the last trading day ending prior to the date

of determination; and

(ii) if the Common Shares are not so publicly traded, the per share fair market value of the Common Shares shall be such fair market

value as determined in good faith by the Company in reliance on an opinion of a nationally recognized independent investment banking firm

retained by the Company for this purpose; provided that Holder shall have a right to receive from the Company the calculations

performed to arrive at such fair market value.

The date of determination for purposes of this Section 2(c)

shall be the date the Exercise Form is delivered by the Holder to the Company.

Issuance of Warrant Shares and New Warrant. In the event of any exercise of the rights represented by this Warrant in accordance

with and subject to the terms and conditions hereof, the Warrant Shares so purchased shall be delivered by the Company, (i) in the case

of an exercise at a time when any of the Unrestricted Conditions is met in respect of the Warrant Shares issuable upon such exercise,

by causing the Company's transfer agent ("Transfer Agent") to electronically transmit the Warrant Shares issuable

upon such exercise to the Holder by crediting the account of the Holder's prime broker with The Depository Trust Company ("DTC"),

through its DWAC system, as specified in the relevant Exercise Form, no later than the later of (x) two (2) Business Days after the relevant

Exercise Date and, (y) in the case of a Cash Exercise, one (1) Business Day after the date the applicable aggregate Warrant Exercise Price

is received by the Company, or (ii) in the case of an exercise at a time when the Warrant Shares issuable upon such exercise are required

to bear a restrictive legend pursuant to Section

2(f)(ii) because none of the Unrestricted Conditions is met in respect thereof, issue and dispatch by overnight courier to the address

as specified in the Exercise Form, a certificate, registered in the name of the Holder or its designee, for the number of Warrant Shares

to which the Holder is entitled pursuant to such exercise, no later than (x) five (5) Business Days after the relevant Exercise Date and

(y) in the case of a Cash Exercise, two (2) Business Days after the date the applicable aggregate Warrant Exercise Price is received by

the Company. Upon the exercise of this Warrant or any part hereof, the Company shall, at its own cost and expense, take all necessary

action, including obtaining and delivering an opinion of counsel, if applicable, to assure that the Transfer Agent shall transmit to the

Holder in accordance with this Section 2(d)

the number of Warrant Shares issuable upon such exercise. The Company warrants that no instructions other than these instructions have

been or will be given to the Transfer Agent and that the Warrant Shares will be issued free of all legends and stop transfer instructions

if any of the Unrestricted Conditions is met. Upon (i) the delivery of an Exercise Form in accordance with Section

2(a), the Holder shall be deemed for purposes of dividends and distributions on, and other economic rights with respect to, the Warrant

Shares, to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, and (ii) delivery

of the Warrant Shares in accordance with this Section

2(d), the Holder shall be deemed, for all other purposes, including voting and related rights with respect to the Warrant Shares,

to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date

such Warrant Shares are credited to the Holder's or its designee's DTC account or the date of delivery of the certificates

evidencing such Warrant Shares, as the case may be. The Holder shall not be required to physically surrender this Warrant to the Company

until the Holder has purchased all of the Warrant Shares available hereunder and this Warrant has been exercised in full, in which case

the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days following the date the final Exercise

Form is delivered to the Company. Execution and delivery of an Exercise Form with respect to a partial Exercise shall have the same effect

as cancellation of the original Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant

Shares. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the remaining number of Warrant

Shares. The Holder and any assignee of the Holder, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions

of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the Warrant Share Number (and,

therefore, the number of Warrant Shares

available for purchase hereunder) at any given time may be less than the amount stated herein.

Transferability of Warrant. Subject to Section

2(f), this Warrant and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon

surrender of this Warrant to the Company at its then principal executive offices with a properly completed and duly executed Assignment

Form in the form attached as Exhibit B hereto. Notwithstanding the foregoing, any such transferring Holder shall be liable for

any and all taxes and reasonable and customary fees and third party expenses incurred by the Company as a result of such transfer and

the Holder shall pay the Company, in cash or by wire transfer of immediately available funds any amounts necessary to pay any such taxes,

fees and third party expenses incurred by the Company in connection with the making of such transfer. Within three (3) Trading Days of

such compliance, surrender and delivery and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants

in the name of the assignee or assignees and in the denominations specified in such instrument of assignment, and shall issue to the assignor

a new warrant evidencing the portion of this Warrant, if any, not so assigned and this Warrant shall promptly be cancelled. Notwithstanding

anything herein to the contrary, this Warrant, if properly assigned in accordance herewith, may be exercised by a new Holder for the purchase

of Warrant Shares immediately upon such assignment without having a new Warrant issued.

Compliance with Securities Laws.

Holder, by acceptance hereof, acknowledges that this Warrant and the Warrant Shares to be issued upon a Cash Exercise hereof are being

acquired solely for the Holder's own account, and not as a nominee for any other party, and that the Holder may not offer, sell

or otherwise dispose of this Warrant or any Warrant Shares to be issued upon exercise hereof except pursuant to an effective registration

statement, or an exemption from registration, under the Act and any applicable state securities laws, including pursuant to Section 4(a)(7)

of the Act or in a so-called "4(a) and a half" transaction. In addition, the Holder, by the acceptance hereof, represents

that, upon any exercise of this Warrant pursuant to a Cash Exercise, (A) the Holder will acquire the Warrant Shares for its own account

and not with a view towards, or for resale in connection with, the public sale or distribution of the Warrant Shares, except pursuant