EX-4.3



 Exhibit 4.3 
  





 
 [AGREED FORM] 

DATED
                                     2017 

MEREO BIOPHARMA GROUP PLC 
  

 
 WARRANT
INSTRUMENT 
 relating to the issue of warrants entitling the holders to 

subscribe for Warrant Shares in the capital of 

MEREO BIOPHARMA GROUP PLC 
  

 
  

  
 5 Fleet Place London EC4M
7RD 
 Tel: +44 (0)20 7203 5000 • Fax: +44 (0)20 7203 0200 • DX: 19 London/Chancery Lane 

www.charlesrussellspeechlys.com 








 CONTENTS 
  

							
	 1
	 	DEFINITIONS AND INTERPRETATION	 	 	2	 
			
	 2
	 	CONSTITUTION AND FORM OF WARRANTS	 	 	8	 
			
	 3
	 	CALCULATION OF NUMBER OF WARRANT SHARES	 	 	9	 
			
	 4
	 	CERTIFICATES	 	 	9	 
			
	 5
	 	TIMING FOR EXERCISE OF SUBSCRIPTION RIGHTS	 	 	9	 
			
	 6
	 	EXERCISE OF SUBSCRIPTION RIGHTS	 	 	10	 
			
	 7
	 	AUTOMATIC EXERCISE OF SUBSCRIPTION RIGHTS	 	 	11	 
			
	 8
	 	COMPLETION	 	 	12	 
			
	 9
	 	TRANSFER OF WARRANTS	 	 	13	 
			
	 10
	 	MODIFICATION AND CESSATION OF RIGHTS	 	 	13	 
			
	 11
	 	ADJUSTMENT OF WARRANT	 	 	13	 
			
	 12
	 	LIQUIDATION	 	 	14	 
			
	 13
	 	TAKEOVERS	 	 	14	 
			
	 14
	 	COMPANY REORGANISATIONS – EXCHANGE OF WARRANTS	 	 	16	 
			
	 15
	 	INFORMATION AND RIGHTS OF WARRANTHOLDER(S)	 	 	16	 
			
	 16
	 	RESTRICTIONS ON AND UNDERTAKINGS OF THE COMPANY	 	 	17	 
			
	 17
	 	WARRANTIES	 	 	17	 
			
	 18
	 	NOTICES	 	 	18	 
			
	 19
	 	COSTS AND EXPENSES	 	 	18	 
			
	 20
	 	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999	 	 	18	 
			
	 21
	 	FURTHER ASSURANCE	 	 	19	 
			
	 22
	 	SEVERABILITY	 	 	19	 
			
	 23
	 	GOVERNING LAW	 	 	19	 
		
	 SCHEDULE 1 FORM OF WARRANT CERTIFICATE
	 	 	20	 
		
	 SCHEDULE 2 CONDITIONS
	 	 	23	 








 THIS WARRANT INSTRUMENT is made on
                     2017 
 BY: 

 

	(1)	MEREO BIOPHARMA GROUP PLC, a company incorporated in England and Wales with number 09481161 whose registered office is at 4th Floor, 1 Cavendish Place, London, England, W1G 0QF (“Company”).


 BACKGROUND: 
  

	(A)	The Company, by resolution of its directors, has agreed to issue Warrants to subscribe for Warrant Shares in the capital of the Company on the terms set out in this instrument, subject to adjustment as set out in this
instrument. 

  

	(B)	Either all of the registered holders of shares in the Company have irrevocably waived all pre-emption rights conferred on them (whether by the Companies Act, the Articles or
otherwise) or such pre-emption rights have been validly disapplied in relation to the number of Warrants and shares in the Company issued pursuant to this instrument. 


 

	(C)	This instrument has been executed by the Company as a deed in favour of the Warrantholder. 

 IT IS AGREED:

  

	1	DEFINITIONS AND INTERPRETATION 

  

	1.1	In this instrument the following words and expressions shall (unless the context requires otherwise) have the following meanings: 

  

			
	Adjustment	  	means any or all of the following, at any time, after issue of the relevant Warrant, or by reference to any record date, while the Warrants remain exercisable:
		
		  	 (a)    any allotment or issue of Equity Securities by the Company by way of
capitalisation of profits or reserves;

		
		  	 (b)    any cancellation, purchase or redemption of Equity Securities, or
any reduction or repayment of Equity Securities, by the Company;

		
		  	 (c)    any sub-division or
consolidation of Equity Securities by the Company; and

		
		  	 (d)    any issue of securities or other instruments convertible into shares
in, or Equity Securities of, the Company or any grant of options, warrants or other rights to subscribe for, or call for the allotment or issue of, shares in, or Equity Securities of, the Company,










			
		  	but excluding any issue of Equity Securities of the Company pursuant to (i) the exercise of any options granted to employees, consultants or directors of the Company, or (ii) the loan notes in the Company currently held
by Novartis Pharma AG pursuant to a convertible loan note instrument dated 3 June 2016, as amended;
		
	AIM	  	the AIM market operated by the London Stock Exchange;
		
	AIM Rules	  	the AIM Rules for Companies published by the London Stock Exchange;
		
	Articles	  	the articles of association of the Company for the time being;
		
	Auditors	  	the Company’s auditors;
		
	Business	  	means the research, development, production, trading and licensing of rights, intellectual property and/or products within the life sciences industry (or any of the foregoing or any activities connected thereto);
		
	Business Day	  	a day (which for these purposes ends at 5.30 pm) on which banks are open for commercial business in the City of London other than a Saturday or Sunday;
		
	Companies Act	  	the Companies Act 2006;
		
	Competitor	  	means any entity (other than a reputable financial institution) whose business directly competes with the Business carried out by a Group Company;
		
	Conditions	  	the terms and conditions set out in Schedule 2 (subject to any alterations made in accordance with the provisions of this instrument);
		
	Consent	  	either:
		
		  	 (a)    a resolution passed at a meeting of the Warrantholders duly convened
and held and carried by a majority consisting of not less than 75 per cent. of the votes cast upon a show of hands or, if a poll is duly demanded, by a majority consisting of not less than 75 per cent of the votes cast on a poll;
or

		
		  	 (b)    the consent in writing of Warrantholders entitled to the right to
subscribe for at least 75 per cent of the Warrant Shares in respect of which Subscription Rights are granted pursuant to this instrument;










			
	CREST	  	the system of paperless settlement of trades and the holding of uncertificated shares administered by Euroclear UK & Ireland Limited or any other relevant paperless settlement system used in relation to the holding of
uncertificated shares in the Company;
		
	Directors	  	the board of directors of the Company (and/or, where relevant, a Group Company) for the time being;
		
	Equity Securities	  	has the meaning given in section 560(1) of the Companies Act;
		
	Exercise Date	  	the date of delivery to the registered office of the Company of the items specified in clause 6.2 (and the date of such delivery shall be the date on which such items are received at the Company’s registered
office);
		
	Fair Market Value	  	either:
		
		  	 (a)    if the Ordinary Shares are then traded on a Recognised Investment
Exchange the fair market value of a Warrant Share shall be the volume weighted average price of one (1) Ordinary Share during the ten (10) consecutive trading day period immediately preceding the Exercise Date; or

		
		  	 (b)    if the Ordinary Shares are not traded on a Recognised Investment
Exchange, the fair market value a Warrant Share shall be the Fair Price;

		
	Fair Price	  	unless otherwise agreed by the board of Directors and the Warrantholder(s) prior to service of the Notice of Subscription, the price per Warrant Share which the Auditors (acting as an expert (the Expert)) shall certify to
be in its opinion a fair price for the Warrant Shares. In arriving at his opinion the Expert will value the Warrant Shares as at the date the Notice of Subscription is to be given on the basis that the Company operates as a going concern, as between
a willing seller and a willing buyer, subject always to the provisions of the Articles. The decision of the Expert as to the fair price for the Warrant Shares shall be final and binding and his costs shall be borne by the Company;









			
	Final Date	  	subject to clause 5, 10 years from the date of this instrument;
		
	London Stock Exchange	  	London Stock Exchange plc;
		
	Group	  	(i) the Company and its subsidiaries (if any), (ii) any holding company of the Company, and (iii) any subsidiaries of such holding companies from time to time and Group Company means any member of the
Group;
		
	Loan Agreement	  	the loan agreement dated on or around the same date as this instrument between, amongst others, the Company, Kreos Capital V (UK) Limited and Silicon Valley Bank;
		
	Market Abuse Regulation	  	Market Abuse Regulation (Regulation 596/2014/EU);
		
	Marketable Securities	  	means securities in the acquiring entity traded on a Recognised Investment Exchange where the Warrantolder(s) (were it to receive such securities on completion of an Offer having exercised this Warrant) would not be subject to
any restrictions on re-sale of such securities;
		
	 Member of the same Fund

Group
	  	is if the Warrantholder is a fund, partnership, company, syndicate or other entity whose business is managed by a Fund Manager (an “Investment Fund”) or a nominee of that person:
		
		  	 (a)    any participant or partner in or member of any such Investment Fund
or the holders of any unit trust which is a participant or partner in or member of any Investment Fund but only in connection with the dissolution of Investment Fund or any distribution of assets of the Investment Fund pursuant to the operation of
the Investment Fund in the ordinary course of business,

		
		  	 (b)    any Investment Fund managed or exclusively advised by that Fund
Manager,

		
		  	 (c)    a parent undertaking or subsidiary undertaking of that Investment
Fund or Fund Manager, or any subsidiary undertaking of any parent undertaking of that Investment Fund or Fund Manager, or

		
		  	 (d)    any trustee, nominee or custodian of such Investment Fund and vice
versa;










			
	Notice of Subscription	  	the notice addressed to the Company by a Warrantholder exercising its Subscription Rights in the form, or substantially in the form, set out in the schedule to the Warrant Certificate;
		
	Ordinary Shares	  	ordinary shares in the capital of the Company and having the rights and privileges set out in the Articles;
		
	Permitted Transferee	  	are:
		
		  	 (a)    a nominee of the Warrantholders;

		
		  	 (b)    a regulated, reputable financial institution;

		
		  	 (c)    a member of the SVB Financial Group of companies;
and/or

		
		  	 (d)    a Member of the same Fund Group;

		
	Recognised Investment Exchange	  	a recognised investment exchange or overseas investment exchange (within the meaning thereof given for the purposes of section 285 of the Financial Services and Markets Act 2000, and shall include, without limitation, AIM or
NASDAQ;









			
	Register	  	the register of persons for the time being entitled to the benefit of the Warrants to be maintained pursuant to the Conditions;
		
	Registrars	  	the registrars of the Company for the time being;
		
	Subscription Price	  	the subscription price per Warrant Share:
		
		  	 (a)    in respect of the Warrants to be issued on the First Issue Date,
such price being equal to £                1; and

		
		  	 (b)    in respect of the Warrants to be issued on the Further Issue Dates,
such price being equal to the volume weighted average price of one Ordinary Share during the ten (10) consecutive trading day period prior to the relevant Issue Date;

		
	Subscription Rights	  	the rights of the Warrantholder(s) to subscribe for Warrant Shares under clause 6;
		
	Takeover Code	  	the UK City Code on Takeovers and Mergers (as amended from time to time);
		
	 UKLA
	  	 the United Kingdom Listing Authority;

		
	 Warrant Amount
	  	 £1,100,000;

		
	 Warrant Certificate
	  	 a certificate evidencing a Warrantholder’s entitlement to Warrants in the form set out in Schedule
1;

		
	 Warrant Shares
	  	 Ordinary Shares to be issued pursuant to the terms of the Warrants;

		
	 Warrantholder
	  	 in relation to a Warrant, the person whose name appears in the Register as the holder of the Warrant;
and

		
	 Warrants
	  	 the warrants of the Company constituted by this instrument and all rights conferred by it (including the
Subscription Rights).


  

	1.2	In this instrument, unless the context otherwise requires: 

  

	 	1.2.1	words and expressions defined in the Companies Act or the Articles shall have the same meanings in this instrument (unless otherwise expressly defined in this instrument); 


 

	 	1.2.2	headings are used for convenience only and shall be ignored in interpreting this instrument; 


 

	1 	CRS: This is the volume weighted average price (VWAP) of one Ordinary Share during the ten (10) consecutive trading day period. 









	 	1.2.3	reference to a clause or schedule is a reference to a clause of, or schedule to, this instrument; 

  

	 	1.2.4	reference to (or to any specific provision of) this instrument or any other document or instrument shall be construed as a reference to this instrument, that provision or that document or instrument as in force for the
time being and as amended from time to time in accordance with its terms and the prior sanction of a Consent (where consent is required by the terms of this instrument as a condition to such amendment being made); 


 

	 	1.2.5	reference to any gender includes all genders, references to the singular includes the plural (and vice versa) and reference to persons includes bodies corporate, unincorporated associations and partnerships (whether or
not any of the same have a separate legal personality); 

  

	 	1.2.6	reference to a statutory provision includes reference to: 

  

	 	(a)	the statute or statutory provision as modified or re-enacted from time to time; and 

  

	 	(b)	any subordinate legislation made under the statutory provision (as modified or re-enacted as set out in clause 1.2.6(a) above); 









	 	1.2.7	any words following the terms ‘including’, ‘include’, ‘in particular’, ‘for example’ or any other similar expression shall be construed as illustrative and shall not limit the
sense of the words, description, phrase or term preceding those words; and 

  

	 	1.2.8	references to statutory obligations include obligations arising under articles of the Treaty establishing the European Community, and regulations, directives and decisions of the European Union as well as United Kingdom
Acts of Parliament and subordinate legislation. 

  

	1.3	Unless otherwise specifically provided, where any notice, resolution or document is required by this instrument to be signed by any person, the reproduction of the signature of such person by fax or email shall suffice,
provided that confirmation by first class letter is despatched by close of business on the next following Business Day, in which case the effective notice, resolution or document shall be that sent by fax or email (served in accordance with
paragraphs 11 and 12 of Schedule 2), not the confirmatory letter. 

  

	1.4	This instrument incorporates the schedules to it. 

  

	2	CONSTITUTION AND FORM OF WARRANTS 

  

	2.1	This instrument constitutes the Warrants, which in aggregate give the Warrantholder(s) the right, upon the terms and subject to the conditions set out in this instrument, to subscribe in cash (subject to clause 6.3.2)
at a price per share equal to the Subscription Price for such number of Warrant Shares calculated in accordance with clause 3. 

  

	2.2	Subject to clause 6.3.2, each Warrantholder shall be entitled to subscribe in cash at the Subscription Price for that number of Warrant Shares in respect of which it is entitled to be recorded as the holder in the
Register on the terms set out in this instrument. 

  

	2.3	The Warrants shall be in registered form. 

  

	2.4	The Warrants are issued subject to the Articles and otherwise on the terms of this instrument (including the Conditions). 

  

	2.5	The Company agrees with the Warrantholder(s) and, in consideration of being issued a Warrant Certificate, each Warrantholder agrees with the Company that the Articles (insofar as they relate to the Warrants) and the
terms of this instrument shall be binding upon the Company and each Warrantholder and all persons claiming through or under either of them. 

  

	2.6	No application will be made for the Warrants to be listed or dealt on any Recognised Investment Exchange (as that term is defined in the Financial Services and Markets Act 2000 (as amended)). 









	3	CALCULATION OF NUMBER OF WARRANT SHARES 

  

	3.1	The number of Warrant Shares over which Warrants will be issued is as follows: 

  

	 	3.1.1	At the date of this instrument (the First Issue Date), the Company shall issue Warrants over
                         Warrant Shares, such Warrants to be issued to Silicon Valley Bank and Kreos Capital V (Expert
Fund) LP in equal proportions; and 

  

	 	3.1.2	In addition to the Warrants issued pursuant to clause 3.1.1 above, on each draw down pursuant to the Loan Agreement, the Company shall issue within five (5) Business Days of the date of each such drawdown further
Warrants over such number of Warrant Shares as is equal to 11% of the amount of each such drawdown divided by the Subscription Price such Warrants to be issued to Silicon Valley Bank and Kreos Capital V (Expert Fund) LP in equal proportions (the
Further Issue Date(s) together with the First Issue Date, the Issue Dates). 

  

	4	CERTIFICATES 

  

	4.1	The Company shall issue to each Warrantholder a Warrant Certificate in respect of that number of Warrants to which it is entitled as soon as reasonably practicable following a Warrantholder becoming entitled to such
Warrants in accordance with clause 3.1.1 and/or 3.1.2. 

  

	4.2	If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed, the Company will replace it on such terms as to evidence and indemnity as the Company may reasonably require and subject to the Warrantholder
who is seeking the replacement paying the Company’s reasonable costs (if any) in connection with the issue of the replacement. 

  

	4.3	Mutilated or defaced Warrant Certificates must be surrendered before replacements will be issued. 

  

	5	TIMING FOR EXERCISE OF SUBSCRIPTION RIGHTS 

  

	5.1	The Subscription Rights may be exercised at any time from the date of this instrument until 17:00 GMT on the Final Date and shall be exercised in accordance with clause 6. 


 

	5.2	Subject to clause 7, a failure by any Warrantholder to exercise its Subscription Rights ahead of such time on the Final Date shall mean that such Warrantholder’s outstanding Warrants shall immediately lapse and be
cancelled and such Warrantholder shall have no further rights under this instrument. 

  

	5.3	Without prejudice to clauses 12, 13 and 14, if the Final Date is likely to occur before the last date for approval of or acceptance of a liquidation, share buyback, takeover or reorganisation event (that is in each case
subject to an existing proposal) such as described in the said clauses, the Final Date shall be extended until such last date for approval or acceptance of such event as aforesaid. 









	6	EXERCISE OF SUBSCRIPTION RIGHTS 

  

	6.1	The Subscription Rights may be exercised in whole or in part. If exercised in part, the Subscription Rights must be exercised in tranches of 50,000 Warrants, or in respect of the last tranche of Warrants attached to the
outstanding Subscription Rights held by the Warrantholder concerned, such lesser balancing number of Warrants as may be outstanding. 

  

	6.2	In order to exercise its Subscription Rights validly, a Warrantholder must deliver the following items to the registered office of the Company: 


 

	 	6.2.1	the Warrant Certificate for the Warrants in respect of which Subscription Rights are being exercised, together with the Notice of Subscription duly completed; 


 

	 	6.2.2	if required pursuant to clause 6.3.1, a remittance by banker’s draft, drawn on a UK clearing bank, (or such other mode of payment as the Company and the Warrantholder shall agree); and 


 

	 	6.2.3	the name and address of the Warrantholder to which the Warrant Shares arising on exercise of Subscription Rights are to be issued. 

  

	6.3	The Subscription Price for each of the Warrant Shares shall, at the absolute discretion of the Warrantholder, be satisfied by any of the following: 


 

	 	6.3.1	the payment by banker’s draft for each of the Warrant Shares at the Subscription Price; or 

  

	 	6.3.2	in lieu of cash payment in respect of the aggregate Subscription Price for the Warrant Shares, the Warrantholder may elect to receive a reduced number of Warrant Shares (as calculated below) (Reduced Warrant
Shares) than the number to which it would be entitled on exercise of the Subscription Right in full, payment for such Reduced Warrant Shares being satisfied by waiver by the Warrantholder of the right to receive the balance of Warrant Shares to
which the Warrantholder is entitled over and above the Reduced Warrant Shares (Balance Warrant Shares). In doing so, the Company agrees and acknowledges that, subject to the payment of the par value of the Reduced Warrant Shares pursuant to
this clause 6.3.2, the Reduced Warrant Shares to be issued to the Warrantholder shall be issued as fully paid up at the Subscription Price and the Warrantholder agrees and acknowledges that it waives its Subscription Rights to the Balance Warrant
Shares used as consideration for the payment of the aggregate Subscription Price. The number of Reduced Warrant Shares the Warrantholder will receive shall be determined as follows: 


X = Y (A – B)/A 

  
 10 








 where: 

X = the number of Reduced Warrant Shares to be issued to the Warrantholder. 

Y = the number of Warrant Shares with respect to which the Warrant is being exercised by the Warrantholder (without application of the
reduction). 
 A = the Fair Market Value of one Warrant Share 

B = the Subscription Price. 

Provided always that the Warrantholder shall nevertheless be required to subscribe in cash for the par value of the Reduced Warrant Shares to
the extent that if it did not do so the Reduced Warrant Shares would be issued at a discount to the Warrantholder. It being understood that if Warrant Shares are issued pursuant to this clause 6.3.2, notwithstanding that such Warrant Shares are
issued at nominal value, the Warrantholder shall be deemed to have paid the relevant Subscription Price per Warrant Share for the purposes of calculating any distribution or share of sale proceeds in each case attributable to the Warrant Shares and
to other issued shares of the class for the purposes of the Articles and for all other purposes. 
  

	6.4	Delivery of the items specified in clause 6.2 to the Company shall, unless the Company expressly consents otherwise, be an irrevocable election by the Warrantholder to exercise the relevant Subscription Rights.


  

	7	AUTOMATIC EXERCISE OF SUBSCRIPTION RIGHTS 

  

	7.1	If, on the Final Date, the Fair Market Value of one Warrant Share is greater than the Subscription Price on such date, the Warrantholder shall be deemed to have automatically exercised its Subscription Rights, on a
conditional basis, in respect of all unexercised Warrants on such date on a net issuance basis as set out in clause 6.3.2. In such circumstances, the Company shall (subject at all times to the Company’s obligations under the Takeover Code, the
AIM Rules, and all applicable law and any other regulations including the Market Abuse Regulation), send a notice to the Warrantholder(s) within ten (10) Business Days of the Final Date (such notice being the “Automatic Exercise
Notice” for the purposes of this clause 7) requiring them to pay up a cash amount equal to the aggregate nominal value of the Warrant Shares (such payment being the “Nominal Value Payment”) to be issued pursuant to clause
6.3.2 and this clause 7.1. 

  

	7.2	The Warrantholder shall, within ten (10) Business Days of receipt of the Automatic Exercise Notice (the “Nominal Value Payment Period”), provide the Company with the Nominal Value Payment, to an
account notified by the Company to the Warrantholder. Upon receipt of such the Nominal Value Payment, the Warrant Shares to be issued to the Warrantholder on a net issuance basis pursuant to clause 6.3.2 shall be allotted and issued to the
Warrantholder credited as fully paid up in accordance with clause 6.3.2 and clause 8.3.1. Any failure by a Warrantholder to pay the Nominal Value Payment within the Nominal Value Payment Period shall result in the automatic lapse of any Warrants
over Warrant Shares for which the Nominal Value Payment was not made. 


  
 11 









	8	COMPLETION 

  

	8.1	Following a valid exercise of Subscription Rights by a Warrantholder or an automatic exercise of Subscription Rights pursuant to clause 7 or clause 13.2.2, the Company shall in accordance with clause 8.3:


  

	 	8.1.1	allot and issue credited as fully paid to the Warrantholder (or to its nominee or trustee as notified to the Company in the Notice of Subscription) the Warrant Shares to which the Warrantholder is entitled by exercising
the Subscription Rights (“Allotted Shares”); 

  

	 	8.1.2	immediately following allotment and issue in accordance with clause 8.1.1, enter, or procure that the Company’s Registrars enter the Warrantholder’s name (or its nominee’s or trustee’s name, as
appropriate) in the register of members of the Company as the holder of the Allotted Shares; 

  

	 	8.1.3	immediately following registration in accordance with clause 8.1.2, either send to the person identified by the Warrantholder pursuant to clause 8.1.1, free of charge, share certificate(s) in respect of the Allotted
Shares or credit such aggregate number of Allotted Shares to the Warrantholder’s (or its nominee’s or trustee’s) CREST stock account; and 

  

	 	8.1.4	apply for the admission of the Warrant Shares to trading on (i) AIM, insofar as the Warrant Shares are listed on AIM or, (ii) on any other recognised investment exchange on which the Warrant Shares are listed,
and shall use its reasonable endeavours to secure such admission to trading no later than ten (10) Business Days after such application. 

  

	8.2	The obligations of the Company under clause 8.1 shall be fulfilled within ten (10) days after the Notice of Subscription is lodged at the registered office of the Company. 


 

	8.3	The Allotted Shares shall: 

  

	 	8.3.1	be allotted and issued fully paid; 

  

	 	8.3.2	rank pari passu with the relevant class of fully paid Warrant Shares then in issue; 

  

	 	8.3.3	rank for any dividend or other distribution which has previously been announced or declared if the date by which the holder of Warrant Shares must be registered to participate in such dividend or other distribution is
after the Exercise Date pursuant to which the Subscription Rights have been exercised; and 

  

	 	8.3.4	be free from all claims, liens, charges, encumbrances, equities and third party rights. 


  
 12 









	8.4	If following allotment of shares pursuant to the exercise of some of the Subscription Rights, some Subscription Rights remain, the Company shall issue a Warrant Certificate to the Warrantholder within 15 Business Days
for the balance of the Warrantholder’s Subscription Rights. 

  

	9	TRANSFER OF WARRANTS 

  

	9.1	Subject to clause 9.2, the Warrants may be transferred in whole or in part by any Warrantholder to any person, provided that the Company has given its prior written consent to such transfer. 


 

	9.2	A Warrantholder has the right, with prior written notice, but without the consent of the Borrower, to transfer the Warrants in whole or in part to a Permitted Transferee, subject to compliance with the provisions of
Schedule 2 hereto. 

  

	9.3	Notwithstanding any other provisions of this instrument, no transfer shall be made to any person which is a Competitor of the Company or any other Group Company. 


 

	9.4	The provisions of Schedule 2 to this instrument shall regulate any transfer of a Warrant. 

  

	10	MODIFICATION AND CESSATION OF RIGHTS 

  

	10.1	This instrument may be modified only with the prior sanction of Consent. 

  

	10.2	This instrument ceases to have effect on the earlier of: 

  

	 	10.2.1	the date upon which all Subscription Rights have been exercised in full; and 

  

	 	10.2.2	the Final Date. 

  

	11	ADJUSTMENT OF WARRANT 

  

	11.1	Upon the occurrence of an Adjustment after the date of this Instrument but prior to the Final Date, the number and/or nominal value of Warrant Shares to be, or capable of being subscribed on any subsequent exercise of
the Subscription Rights conferred by each issued Warrant and/or the Subscription Price will be adjusted in such manner as the Auditors shall certify to be fair and reasonable so that the Warrants shall, after such adjustment, entitle the
Warrantholder(s) on exercise to receive the same percentage of the share capital of the Company in issue or capable of being issued following the implementation of the Adjustment, carrying the same proportion of votes exercisable at a general
meeting of shareholders, for the same price, in each case as nearly as practicable, as would have been the case if no Adjustment had occurred, provided that the Subscription Price shall not in any event be reduced so that, upon exercise of the
Subscription Rights, Warrant Shares would fall to be issued at a discount to their nominal value. 

  

	11.2	Within ten (10) days after an Adjustment, notice of such adjustments will be given to the Warrantholder(s) detailing the number of Warrant Shares for which the Warrantholder(s) are entitled to subscribe in
consequence of any such adjustment. Replacement Warrant Certificates shall be issued accordingly. 


  
 13 









	12	LIQUIDATION 

  

	12.1	If an order is made or an effective resolution is passed for the winding-up or dissolution of the Company or if any other dissolution of the Company by operation of law is to be
effected whilst any Subscription Rights remain exercisable, then the provisions of clause 12.2 or, as the case may be, clause 12.3 shall apply. 

  

	12.2	If the winding-up or dissolution is for the purpose of a reconstruction, amalgamation or merger the Warrantholder shall be entitled to be granted by the reconstructed, amalgamated
or merged company a substituted warrant of the value of the Warrant immediately prior to such reconstruction, amalgamation or merger. 

  

	12.3	If clause 12.2 does not apply, the Company shall immediately notify the Warrantholder(s) in writing that such an order has been made or resolution has been passed or other dissolution is to be effected. The
Warrantholder(s) shall be entitled at any time within three (3) months after the date such notice is given to elect by notice in writing to the Company to be treated as if they had, immediately before the date of the making of the order or
passing of the resolution or other dissolution, exercised the Subscription Rights and they shall be entitled to receive out of the assets which would otherwise be available in the liquidation to the holders of Warrant Shares, such a sum, if any, as
they would have received had they been the holders of and paid for the Warrant Shares to which they would have become entitled by virtue of such exercise, after deducting from such sum the amount which would have been payable by them in respect of
the Warrant Shares if they had exercised the Subscription Rights. Nothing contained in this clause 12.3 shall have the effect of requiring the Warrantholder(s) to make any actual payment to the Company. 


 

	13	TAKEOVERS 

  

	13.1	Subject to clause 13.6, if at any time an offer or invitation is made by the Company to the holders of the Ordinary Shares for the purchase by the Company of any of its Ordinary Shares, the Company shall promptly and
without delay give notice thereof to each Warrantholder who shall be entitled, at any time whilst such offer or invitation is open for acceptance, to exercise its Subscription Rights to the extent that such rights have not been exercised or lapsed
prior to the record date of such offer or invitation so as to take effect, in so far as is reasonably practicable, as if it had exercised its rights immediately prior to the record date of such offer or invitation. 


  
 14 









	13.2	Subject to clause 13.6, if at any time an offer is made to all holders of Ordinary Shares (or all holders of Ordinary Shares other than the offeror and/or any company controlled by the offeror and/or persons acting in
concert with the offeror) to acquire the whole or any part of the issued share capital of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast on a poll at a
general meeting of the Company may, if such offer becomes unconditional in all respects, become vested in the offeror and/or such persons or companies (the “Buyer”) as aforesaid (the “Offer”): 


 

	 	13.2.1	The Company shall, subject to compliance with the Takeover Code, give notice to each Warrantholder within ten (10) Business Days of its becoming so aware, and each Warrantholder shall be entitled to exercise its
Subscription Rights, conditional upon the Offer being declared unconditional in all respects, within thirty (30) days of such notice having been given by the Company (to the extent that such rights have not lapsed or been exercised prior to the
record date of such Offer), and to accept or otherwise participate in such Offer on the same terms as made to all holders of Ordinary Shares. 

  

	 	13.2.2	If the Company fails to give notice as required by clause 13.2.1 (subject at all times to the Company’s obligations under the Takeover Code, the AIM Rules, and all applicable law and any other regulations including
the Market Abuse Regulation) then, provided that immediately prior to the date that the Offer is made the offer price under the Offer is greater than the Subscription Price on such date and conditional upon the Offer being declared unconditional in
all respects, the Warrantholder shall be deemed to have automatically exercised its Subscription Rights in respect of all unexercised Warrants on such date at the Subscription Price on a net issuance basis as set out in clause 6.3.2. In such
circumstances, the Company shall send a notice to the Warrantholder(s) promptly and without delay (such notice being the “Exercise Notice” for the purposes of this clause 13.2.2) upon either a Warrantholder notifying the Company of
its failure to give notice as required by clause 13.2.1 or the Company or the Buyer becoming aware of the Company’s failure to give such notice requiring the Warrantholder(s) to pay the Nominal Value Payment. The Warrantholder shall, within ten
(10) Business Days of receipt of the Exercise Notice, provide the Company with the Nominal Value Payment, to an account notified by the Company to the Warrantholder. Upon receipt of such the Nominal Value Payment, subject to clause 13.3 the
Warrant Shares to be issued to the Warrantholder on a net issuance basis pursuant to clause 6.3.2 shall be allotted and issued to the Warrantholder credited as fully paid up in accordance with clause 6.3.2 and clause 8.3.1. 


 

	 	13.2.3	Nothing in this clause 13.2 shall oblige the Warrantholder(s) to accept any Offer made hereunder, save to the extent that such Offer, whether by court order or otherwise, shall have become binding on all shareholders
and the offer price under such Offer is greater than the Subscription Price, in which case the Warrantholder(s) shall be deemed to have accepted it on the terms set out herein. 


 

	13.3	 The Company undertakes to the Warrantholders that in the event of an exercise of Subscription Rights during the
course of an Offer (or before the date of an Offer if the Directors of the Company have reason to believe that a bona fide offer might be 



  
 15 









	 	
imminent) it will consult with the Panel on Takeover and Mergers without delay to get confirmation that the issue of shares represents the exercise of the Subscription Rights pursuant to a pre-existing contractual obligation. In the event that the Panel of Takeover and Mergers does not give such confirmation, the Company will undertake without delay to call a general meeting of the Company to approve
the issue of shares pursuant to the Subscription Rights. 

  

	13.4	The Company shall use reasonable endeavours to procure that any Buyer extends the Offer to the Warrantholders in accordance with Rule 15 and Practice Statement 24 of the Takeover Code. 


 

	13.5	For the avoidance of doubt, publication of a compromise or scheme of arrangement under the Companies Act providing for the acquisition by any person of the whole or any part of the issued share capital of the Company
shall be deemed to be the making of an Offer for the purposes of this clause 13. 

  

	13.6	If, for whatever reason, a Warrantholder fails, refuses or declines to exercise its Subscription Rights within sixty (60) days of an Offer having become unconditional in all respects, the Warrants held by such
Warrantor shall automatically lapse and no Warrant Shares shall be issued to the Warrantholder thereunder. 

  

	14	COMPANY REORGANISATIONS – EXCHANGE OF WARRANTS 

  

	14.1	A company reorganisation occurs if the Company merges with or transfers all or substantially all of its assets and undertaking to a new company (“Newco”) and the shareholders of Newco are substantially
the same as the shareholders of the Company immediately before the Company reorganisation, with shares having the same rights as those of the Company. 

  

	14.2	If there is a company reorganisation, the Company shall, save to the extent proposed by the Company and sanctioned by a Consent, use reasonable endeavours to procure that new warrants over the share capital of the Newco
are granted with equivalent rights and on terms applying in this instrument mutatis mutandis and on such grant the existing Warrants shall lapse. 

  

	15	INFORMATION AND RIGHTS OF WARRANTHOLDER(S) 

  

	15.1	The Company shall: 

  

	 	15.1.1	send to each Warrantholder a copy of its annual reports and audited accounts together with all documents required by law to be annexed to that report at the same time they are provided to the holders of the Ordinary
Shares; 

  

	 	15.1.2	send to each Warrantholder copies of any statements, notices or circulars sent to the holders of the Ordinary Shares; and 

  

	 	15.1.3	give to each Warrantholder not less than 30 days’ prior written notice of its intention to declare or pay a dividend or other distribution on the Ordinary Shares. 


  
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	15.2	The Warrantholder(s) may attend all general meetings of members of the Company and meetings of the holders of Ordinary Shares but may not vote at those meetings by virtue of or in respect of their holdings of Warrants.


  

	15.3	Each Warrantholder shall keep confidential any information received by it in its capacity as a Warrantholder which is of a confidential nature except: 


 

	 	15.3.1	as required by law or any applicable regulations; 

  

	 	15.3.2	to the extent the information is in the public domain through no default of the Warrantholder; and 

  

	 	15.3.3	each Warrantholder will be entitled to divulge such information to any other Warrantholder and any proposed transferee of Warrants on the same terms as to confidentiality. 


 

	16	RESTRICTIONS ON AND UNDERTAKINGS OF THE COMPANY 

  

	16.1	For so long as the Warrants are outstanding, the Company will: 

  

	 	16.1.1	to the extent that the Company has a limit on its authorised share capital, keep available for issue and free from pre-emptive rights, out of its authorised but unissued share
capital, such number of Warrant Shares as will enable the Subscription Rights of the Warrantholder(s) to be satisfied in full; 

  

	 	16.1.2	ensure that the Directors have all necessary authorisations and disapplications of pre-emption (including under the Companies Act) to allot such number of Warrant Shares as will
enable the Subscription Rights of the Warrantholder(s) to be satisfied in full at any time; 

  

	 	16.1.3	maintain the admission to trading of the Ordinary Shares on AIM, or any other Recognised Investment Exchange on which the Ordinary Shares are traded from time to time; 


 

	 	16.1.4	not make any issue, grant or distribution or take any other action the effect of which would be that on exercise of any of the Subscription Rights it would be required to issue Warrant Shares at a discount to their
nominal value; and 

  

	 	16.1.5	not buy any Warrants unless it offers to buy Warrants from all Warrantholders in proportion to their respective holdings of Warrants. 


 

	17	WARRANTIES 

  

	17.1	The Company warrants to the Warrantholder(s) that: 

  

	 	17.1.1	it has the power to execute and to perform its obligations under this instrument; 


  
 17 









	 	17.1.2	it has taken all action necessary to authorise the execution of, and the performance of its obligations under this instrument; 

  

	 	17.1.3	all Warrant Shares which may be issued upon the exercise of the rights represented by this Warrant will be, upon issuance, be duly authorised, validly issued and fully paid and free of any liens and encumbrances;


  

	 	17.1.4	it and the Directors have, and have obtained all necessary shareholder and third party consents (which consents are subsisting and remain sufficient and have not been revoked at the Issue Dates), to grant the Warrant to
the Warrantholder(s) on the Issue Dates on the terms of this Warrant; and 

  

	 	17.1.5	the Ordinary Shares are duly admitted to trading on AIM or on another Recognised Investment Exchange and no circumstances exist which may cause the suspension or cancellation of such admission. 


 

	18	NOTICES 

 Any notice to the Warrantholder(s) required for the purposes of any provision
of this instrument shall be given in accordance with the provisions of paragraphs 10 to 13 (inclusive) of Schedule 2. 
  

	19	COSTS AND EXPENSES 

  

	19.1	The Borrower shall promptly pay to the Warrantholder(s) on the Warrantholder’s demand, the reasonable legal expenses plus applicable VAT and disbursements incurred by the Warrantholder in connection with:


  

	 	19.1.1	any amendment or supplement to this instrument, or any proposal for such an amendment to be made, provided such amendment or supplement has been requested or necessitated by the Company; and 


	 	19.1.2	any consent or waiver by the Warrantholder(s) concerned under or in connection with this instrument or any request for such a consent or waiver, provided that such consent or waiver has been requested or necessitated by
the Company; and 

  

	 	19.1.3	any step taken reasonably and properly by the Warrantholder with a view to the protection, exercise or enforcement of any right or interest created by this instrument. 


 

	20	CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 

 A person who is not a party to this
instrument shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this instrument. This clause does not affect any right or remedy of any person which exists or is available otherwise than pursuant to that
Act. 

  
 18 









	21	FURTHER ASSURANCE 

 The Company shall, at its own cost and expense, execute all such
deeds and documents and do all such acts and things as may reasonably be required in order to give effect to this instrument, including vesting on issue the full legal and beneficial title to the Warrant Shares in the Warrantholder. 

 

	22	SEVERABILITY 

 Each of the provisions of this instrument is distinct and severable from
the others and if at any time one or more of such provisions is or becomes valid, unlawful or unenforceable (whether wholly or to any extent), the validity, lawfulness and enforceability of the remaining provisions (or the same provision to any
other extent) of this instrument shall not in any way be affected or impaired. 
  

	23	GOVERNING LAW 

 The provisions of this instrument and the Conditions and any dispute or
claim arising out of or in connection with them (including any dispute or claim relating to non- contractual obligations) shall be subject to and governed by English law and the Company and the
Warrantholder(s) submit to the exclusive jurisdiction of the English Courts in relation to any such dispute or claim. 
 The Company intends this instrument
to be a deed poll and accordingly it or its duly authorised representatives execute and deliver it as such. 

  
 19 








 SCHEDULE 1 

Form Of Warrant Certificate 

MEREO BIOPHARMA GROUP PLC (“COMPANY”) 

A company registered in England and Wales 

under Company number 09481161 

WARRANT CERTIFICATE 
 This
certificate is issued pursuant to the warrant instrument issued by the Company on                         2017 (“Warrant
Instrument”). Words and expressions used in this certificate which are defined in the Warrant Instrument have the meanings given to them in the Warrant Instrument. 
  

			
	Certificate number:	  	[●]
		
	Date of issue:	  	                     2017
		
	Name and address of Warrantholder:	  	[Silicon Valley Bank of 3003 Tasman Drive, Santa Clara, California 95054 US (UK branch at Alphabeta 14-18 Finsbury Square, London EC2A 1BR)]
		
		  	[Kreos Capital V (Expert Fund) LP of 47 Esplanade, St. Helier, Jersey JE1 0BD]

 Number of Warrant Shares for which the Warrantholder may subscribe such number as is calculated by dividing [●]
[NB: In respect of the First Issue Date, £550,000 for each of SVB and Kreos; in respect of the Further Issue Date(s), each of SVB and Kreos will receive an equal share of the aggregate amount of the Warrants
issued pursuant to clause 3.1.2.] (being the relevant proportion of the Warrant Amount held by the Warrantholder) by the Subscription Price, as adjusted in accordance with terms of the Warrant Instrument, if appropriate. 

This is to certify that the Warrantholder named above is the registered holder of the right to subscribe in cash for Warrant Shares at the subscription price
set out above subject to the Articles and otherwise on the terms and conditions set out in the Warrant Instrument (a copy of which is available for inspection at the registered office of the Company). 

 

					
	 EXECUTED as a deed, but not delivered until)

the date specified on this certificate, by             )

MEREO BIOPHARMA GROUP PLC          )

by                      a director in the) presence
of a witness:
	 		 	   

		 		 	Director


  
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	Witness Signature:	 		 	   

			
	  
	 		 	   

			
	Witness Name (block capitals):	 		 	   

			
	Witness Address:	 		 	   

			
	  
	 		 	   

			
	Witness Occupation:	 		 	   


 Schedule to the Warrant Certificate 

Notice of Subscription 
 To: The Directors

 MEREO BIOPHARMA GROUP PLC (“Company”) 

This notice is issued pursuant to the warrant instrument issued by the Company on
                     2017 (“Warrant Instrument”). Words and expressions used in this notice which are defined in the Warrant
Instrument have the meanings given to them in the Warrant Instrument. 
 By this notice we exercise the Subscription Rights appertaining to [all]
[number] of the Warrants evidenced by this certificate. 
 We wish to satisfy the aggregate Subscription Price for the Warrant Shares in respect of
the Subscription Rights we are exercising as follows [delete options as necessary]: 
  

	1	[by payment by banker’s draft, we attach a banker’s draft to this notice]; 

  

	2	[by satisfying the aggregate Subscription Price by electing to receive a reduced number of Warrant Shares, in accordance with clause 6.3.2]. 


[We direct the Company to allot conditional only on the above the [number] of Ordinary Shares to be issued pursuant to this exercise in the following
numbers to the following proposed allottees, each of which is either a Warrantholder, a nominee or trustee of a Warrantholder, or a transferee of one of those persons approved in accordance with clause 9.1 of the Warrant Instrument.] 

 

							
	 Number/percent age of shares
	  	 Name of proposed allottee
	  	 Address of proposed allottee
	  	 CREST Details

	 1
	  		  		  	 Participant ID: [●]
 Member account ID:
[●]
 INSP Custodian Client Ref: [●]

Custodian Name: [●]



  
 21 









							
	 Number/percent age of shares
	  	 Name of proposed allottee
	  	 Address of proposed allottee
	  	 CREST Details

	 2
	  		  		  	 Participant ID: [●]
 Member account ID:
[●]
 INSP Custodian Client Ref: [●]

Custodian Name: [●]


 We request that certificate(s) for such Ordinary Shares be sent by post at our risk to us at the first address shown above or
to the agent lodging this certificate as mentioned below. 
 OR 

We hereby request that you register our Warrant Shares in uncertificated form to the CREST account detailed [below][above]: 

 

			
	CREST Details	  	 Participant ID
  

Member Account ID
  

INSP Custodian Client Ref:
  

Custodian Name


 We agree that such shares are issued and accepted subject to the memorandum and articles of association of the Company. 

 

			
		
	Signature of Warrantholder:	 	 
		
	Full name:	 	 
		
	Address:	 	 
	
	Lodged by: (agent to whom certificate(s) should be sent)
		
	Name of agent:	 	 
		
	Address:	 	 


  
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 SCHEDULE 2 

Conditions 
  

			
	1	  	An accurate Register will be kept and maintained at all times by the Company at its registered office and there shall be entered in the Register:
		
	1.1	  	the names and addresses of the persons for the time being entitled to be registered as the holders of the Warrants;
		
	1.2	  	the number of Warrants held for the time being by every registered holder; and
		
	1.3	  	the date on which the name of every registered holder is entered in the Register in respect of the Warrants in its name.
		
	2	  	Any change in the name or address of any Warrantholder shall promptly be notified to the Company which shall cause the Register to be altered accordingly. The Warrantholders or any of them and any person authorised by any
Warrantholder shall be at liberty at all reasonable times during office hours to inspect the Register and to take copies of or extracts from it or any part of it.
		
	3	  	The Company shall be entitled to treat each Warrantholder as the absolute owner of a Warrant and accordingly shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any
equitable or other claim to or interest in a Warrant on the part of any other person, whether or not it shall have express or other notice of such a claim.
		
	4	  	Each Warrantholder will be recognised by the Company as entitled to the Warrants free from any equity, set-off or cross-claim on the part of the Company against the original or any
intermediate holder of the Warrants.
		
	5	  	Each transfer of a Warrant shall be made by an instrument of transfer in the usual or common form or in any other form which may be approved for the time being by the Directors.
		
	6	  	The instrument of transfer of a Warrant shall be executed by or on behalf of the transferor but need not be executed by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the Warrant until the
name of the transferee is entered in the Register in respect of the Warrant being transferred.
		
	7	  	The Directors may decline to recognise any instrument of transfer of a Warrant unless the instrument is deposited at the registered office of the Company accompanied by the Warrant Certificate for the Warrant to which it relates,
and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The Directors may waive production of any Warrant Certificate upon production to them of satisfactory evidence of the loss or
destruction of the Warrant Certificate together with such indemnity as they may require.
		
	8	  	No fee shall be charged for any registration of a transfer of a Warrant or for the registration of any other documents which in the opinion of the Directors require registration.


  
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	9	  	The registration of a transfer shall be conclusive evidence of the approval by the Directors of such a transfer.
		
	10	  	Each Warrantholder shall register with the Company an address in the United Kingdom to which notices can be sent. If any Warrantholder fails to register an address with the Company, notice may be given to that Warrantholder by
sending it by any of the methods referred to in paragraph 11 of this Schedule 2 to that Warrantholder’s last known place of business or residence or, if none, by exhibiting it for three days at the registered office for the time being of the
Company.
		
	11	  	Notices and other communications to Warrantholders may be given by personal delivery, prepaid letter by first class post or, subject to clause 1.3 of this instrument, fax or email. In proving service of any notice or other
communication sent by post, it shall be sufficient to prove that the envelope containing the notice or other communication was properly addressed and stamped and was deposited in a post box or at the post office.
		
	12	  	A notice or other communication given pursuant to the provisions of paragraph 11 of this Schedule 2 shall be deemed to have been served:
		
	12.1	  	at the time of delivery, if delivered personally to the registered address;
		
	12.2	  	on the second Business Day following its posting, if sent by prepaid letter by first class post to an address in the United Kingdom; and
		
	12.3	  	at 09:00 hours on the Business Day following the despatch of the fax, if sent by fax.
		
	13	  	All notices and other communications with respect to Warrants standing in the names of joint registered holders shall be given to whichever of such persons is named first in the Register and such notice so given shall be sufficient
notice to all the registered holders of such Warrants.
		
	14	  	Any person who, whether by operation of law, transfer or other means whatsoever, shall become entitled to any Warrant, shall be bound by every notice in respect of such Warrant which, prior to its name and address being entered on
the Register, shall have been duly given to the person from which it derives its title to such Warrant.
		
	15	  	When a given number of days’ notice or notice extending over any other period is required to be given, the day of service shall be included but the day upon which such notice will expire shall not be included in such number of
days or other period. The signature to any notice to be given by the Company may be written or printed.
		
	16	  	Meetings of Warrantholders shall be convened and conducted in the same way as meeting of shareholders of the Company are convened and conducted. Accordingly, the provisions of Articles shall apply to meetings of the Warrantholders
mutatis mutandis.


  
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 SIGNATURE PAGE 
  

					
	 EXECUTED as a deed, but not delivered until)

the date specified on this instrument, by           )

MEREO BIOPHARMA GROUP PLC         )

by                      a director in the
presence of a witness:
	 		 	   

		 		 	Director
			
	Witness Signature:	 		 	   

			
	Witness Name (block capitals):	 		 	   

			
	Witness Address:	 		 	   

			
	  
	 		 	   

			
	Witness Occupation:	 		 	   



  
 25