Exhibit 4.3


 


 


 


 


 


 


	DATED: 	May 18, 2020


 


 


 


 


 


  


MIDATECH PHARMA PLC


 


 


 


 


 


 


 






 


 


WARRANT INSTRUMENT 


 


 


 






 


 


 


 


 


 



    	 	 	 



    	 	 



    







 


Contents


 


	 	 	Page
	1	Definitions and interpretation	1
	2	Subscription rights	3
	3	Warrant Certificates	4
	4	Exercise of warrants	5
	5	Undertakings	7
	6	Adjustment Events	8
	7	Takeovers	8
	8	Winding up of the Company	8
	9	Transfer and title	9
	10	Meetings of Warrantholders	9
	11	Modifications	10
	12	Purchase and cancellation	10
	13	Availability of instrument and notices	10
	14	Enforcement	10
	15	Governing law	11
	Schedule 1 Form of Warrant Certificate	12
	Schedule 2 Registration, Transfer and Transmission	14
	Schedule 3 Meetings of Warrantholders	18
	Schedule 4 Adjustments	22
	Execution page  	25


 



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Warrant Instrument


 


Dated 


 


Party


 


		(1)	MIDATECH PHARMA PLC, incorporated and registered in England and Wales with company number
09216368, whose registered office is at Oddfellows House, 19 Newport Road, Cardiff, Wales, CF24 0AA (the “Company”);



 


Background


 


		(A)	The Company, by resolution of its Directors, has resolved conditional upon Admission (as defined
below), to create and issue Warrants to subscribe for Ordinary Shares in the Company on the terms and subject to the conditions
of this Instrument. It being noted that the Company has shareholder approval from its general meeting held on 2 March 2020 to allot
and issue securities on a non pre-emptive basis.



  


 


		(B)	This Instrument has been executed by the Company as a deed poll in favour of the Warrantholders
(as defined below).



 


 


Operative Provisions


 


		1	Definitions and interpretation



 


		1.1	In this Instrument:



 


“Admission”
means the admission of the new ordinary shares of the Company (pursuant to a placing by the Company on or about the date hereof)
to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies published by the London Stock Exchange
from time to time;


 


“Act”
means the Companies Act 2006;


 


“Adjustment
Event” has the meaning set out in paragraph 2 of Schedule 4;


 


“AIM”
means AIM, a market operated by the London Stock Exchange;


 


“Articles”
means the articles of association of the Company as amended from time to time;


 


“business
day” means a day (other than Saturday or Sunday or public holiday) on which banks are open for general business in London;


 


“CREST”
the relevant system as defined in the CREST Regulations in respect of which Euroclear is the operator (as defined in the CREST
Regulations) in accordance with which securities may be held in uncertificated form;


 


“CREST
Regulations” the Uncertificated Securities Regulations 2001 (SI 2001 No. 2001/3755) and any modification thereof or any
regulations in substitution therefor for the time being in force;


 


“Euroclear”
means Euroclear UK & Ireland Limited;


 


“Employees’
Share Scheme” means a scheme or plan which is approved by the Company and which is for encouraging or facilitating the
acquisition or holding of securities in or debentures of the Company by or for the benefit of employees or former employees (including
directors or former directors) of the Company or any associated company of the Company;


 



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“Exercise
Price” means the sum payable on exercise of one Warrant being 34 pence per Ordinary Share (or such adjusted price as
may be determined from to time in accordance with the provisions of Clause 6 (Adjustment of Subscription Rights));


 


“Expiry
Date” means the date of the [five years six months] anniversary of Admission or if that is not a business day, the first
business day immediately thereafter;


 


“Extraordinary
Resolution” means an Extraordinary Resolution of the Warrantholders passed in accordance with the provisions of Schedule
3 (Meetings of Warrantholders);


 


“Investment
Bank” means an investment bank of international repute as may be nominated from time to time by the Company;


 


“London
Stock Exchange” means London Stock Exchange plc;


 


“Ordinary
Shares” means the ordinary shares of 0.1p each in the capital of the Company (or such other nominal value as may result
from any subdivision or consolidation thereof) with the rights attached thereto in accordance with the Articles;


 


“Register”
means the register of Warrantholders required to be maintained pursuant to Clause 9.1;


 


“Registrar”
means Neville Registrars Limited or such other person or persons appointed by the Company from time to time to maintain the Register;


 


“Scheme”
means a scheme of arrangement under s.899 of the Act between the Company and holders of its Ordinary Shares and/or Warrants pursuant
to which all or the majority of the Ordinary Shares and/or Warrants become vested in a third party;


 


“Specified
Number” means, in the case of certificated holdings, such number of Warrants as shall be specified on the face of the
relevant Warrant Certificate and, in the case of uncertificated holdings, the number of Warrants held in the relevant stock account
maintained under the relevant system (as defined in the CREST Regulations), in each case subject to adjustment pursuant to Clause
6 (Adjustment of Subscription Rights) hereof;


 


“Subscription
Notice” means in relation to any Warrant, in the case of certificated holdings, the notice of subscription attached to
the Warrant Certificate and, in the case of uncertificated holdings, such uncertificated subscription notice as shall be prescribed
by the Board from time to time (subject always to the facilities and requirements of the relevant system concerned);


 


“Subscription
Period” means, in relation to any Warrant, at any time on or after the earlier of (a) a time when there is an effective
registration statement to cover the concurrent issuance of the private placement warrants to purchase ADSs in the US, or (b) 120
days from the date of this Instrument to (and including) the Expiry Date;


 


“Takeover
Code” means The City Code on Takeovers and Mergers;


 


“Takeover
Offer” means a takeover offer within the meaning of s.974 of the Act;


 



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“Warrant
Certificate” means a certificate evidencing a holding of Warrants in certificated form, such certificate being in or
substantially in the form set out in Schedule 1 (Form of Warrant Certificate);


 


“Warrantholder”
means in relation to any Warrant, the person or persons who is or are for the time being the registered holder or joint holders
of such Warrant;


 


“Warrants”
means the rights created by this Instrument entitling the holders thereof to subscribe for Ordinary Shares on the terms set out
in this Instrument;


 


		1.2	Wherever in this Instrument reference shall be made to a determination or certification to be made
by or an opinion to be given by the Investment Bank, the following provisions shall apply:



 


		1.2.1	the Investment Bank shall be deemed to act as an expert and not an arbitrator and applicable laws
relating to arbitration shall not apply;



 


		1.2.2	the determination of the Investment Bank shall be final and binding on all concerned; and



 


		1.2.3	the Investment Bank shall be given by the Company all such information and other assistance as
they may reasonably require.



 


		1.3	The Clause headings are inserted for guidance only and shall not affect the meaning or interpretation
of any part of this Instrument.



 


		1.4	Reference to Clauses, sub-clauses and Schedules in this Instrument are references to the Clauses,
sub clauses and Schedules of and to this Instrument.



 


		1.5	References to any statute or statutory provision include references to that statute or statutory
provision as from time to time amended, extended or re-enacted and to any rules, orders, regulations and delegated legislation
made thereunder.



 


		1.6	Words and phrases, the definitions of which are contained or referred to in the Act shall be construed
as having the meanings thereby attributed to them but excluding any statutory modification not in force at the date of this Instrument.



 


		1.7	Words importing the singular shall include the plural and vice versa; words importing the masculine
shall include the feminine and neuter and vice versa; words importing persons shall include bodies corporate, unincorporated associations
and partnerships.



 


		1.8	References herein to a Warrant (or to a holding of Warrants) being in uncertificated form or in
certificated form are references, respectively, to that Warrant being an uncertificated unit of a security or a certificated unit
of a security. For the purposes of these terms and conditions, a dematerialised instruction is properly authenticated if it complies
with the specifications referred to in the CREST Regulations.



 


		1.9	References to the issue of Ordinary Shares shall include the transfer and/or delivery of Ordinary
Shares by the Company, whether newly issued and allotted or previously existing.



 


		2	Subscription rights



 


		2.1	The Company hereby creates, pursuant to a resolution of its board of directors passed on or before
the date hereof, rights, subject to the provisions of this Instrument and conditional upon Admission, to subscribe on any day during
the Subscription Period for, in total, up to 313,846,440 Ordinary Shares on the basis that one Warrant entitles the Warrantholder
to subscribe for one Ordinary Share (subject to adjustment pursuant to Clause 6 (Adjustment of Subscription Rights) hereof)
at the Exercise Price payable in cash in full on subscription.



 



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		2.2	The Warrants may be granted to the proposed Warrantholder for no payment. Upon the grant of any
Warrant the Company shall enter the person or persons to whom the Warrant is granted into the Register in respect of such Warrant.
The Warrants registered in a Warrantholder’s name may be held in certificated form (in which event they will be evidenced
by a Warrant Certificate issued by the Company) or in uncertificated form.



 


		2.3	The Company shall, upon exercise of all or any of the Warrants in accordance with Clause 4 (Exercise
of Warrants) from time to time during the Subscription Period forthwith allot and issue the number of Ordinary Shares required
to be allotted and issued in accordance with the terms of this Instrument.



 


		2.4	The rights to subscribe represented by Warrants shall be subject to and have the benefit of the
terms and conditions set out in this Instrument which shall be binding upon the Company, the Warrantholders and all persons claiming
through or under them respectively.



 


		2.5	The Warrants are issued subject to the Articles and, in the case of Warrants held in uncertificated
form, the CREST Regulations and otherwise on the terms of this Instrument which are binding upon the Company and each Warrantholder
and all persons claiming through them.



 


		2.6	For the avoidance of doubt, nothing herein shall require title to Warrants which are held in uncertificated
form to be evidenced or transferred by written instrument and, accordingly, any provision herein which is inconsistent with the
holding of Warrants in uncertificated form or the transfer of title to Warrants by means of a relevant system (as defined in the
CREST Regulations) or any provision of the CREST Regulations shall not apply to any Warrants held in uncertificated form.



 


		2.7	The Company shall be entitled at any time:



 


		2.7.1	to require the holder of any Warrants which are held in uncertificated form to convert such Warrants
into certificated form; and/or



 


		2.7.2	to require the operator (as defined in the CREST Regulations) to suspend or remove Warrants that
are held in uncertificated form from the relevant system concerned.



 


		2.8	For the avoidance of doubt the Warrants will not be admitted to trading on AIM.



 


		3	Warrant Certificates



 


		3.1	Every Warrant Certificate shall be in the form or substantially in the form set out in Schedule
1 (Form of Warrant Certificate) and shall have endorsed thereon a Subscription Notice in the form or substantially in the
form set out in Schedule 1 (Form of Warrant Certificate).



 


		3.2	Every Warrantholder whose Warrants are held in certificated form shall be entitled without charge
to one Warrant Certificate for the Warrants held by him save that joint holders shall be entitled to one certificate only in respect
of the Warrants held by them jointly which certificate shall be delivered to the holder whose name stands first in the Register
in respect of such joint holding. The Company shall not be bound to register more than four persons as joint holders of any Warrants.



 



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		3.3	Where some but not all of the Warrants comprised in any Warrant Certificate are transferred or
exercised the Company shall issue, free of charge, to the relevant Warrantholder a fresh Warrant Certificate in accordance with
the other provisions of this Instrument for the balance of the Warrants retained by such Warrantholder.



 


		3.4	All Warrant Certificates shall be executed by the Company.



 


		3.5	If a Warrant Certificate is mutilated, defaced, lost, stolen or destroyed, it shall, at the discretion
of the Company, be replaced at the office of the Registrar on payment of such expenses as may reasonably be incurred in connection
therewith and on such terms as to evidence, indemnity and/or security as the Company may reasonably require. Mutilated or defaced
Warrant Certificates must be surrendered before replacements will be issued.



 


		4	Exercise of warrants



 


		4.1	Subject to Clause 4.11, Clause 6 (Adjustment of Subscription Rights), Cause 7 (Takeovers)
and/or Clause 8 (Winding up of the Company) the Warrantholder of each Warrant will have the right, which may be exercised
on any business day during the Subscription Period, to subscribe in cash for all or part of the Specified Number of fully paid
Ordinary Shares in consideration of the payment of the Exercise Price in full per Warrant.



 


		4.2	In order to exercise the right to subscribe attaching to a Warrant, Warrantholders whose Warrants
are held in certificated form shall deliver or cause to be delivered the relevant Warrant Certificates to the Registrar with the
Subscription Notice duly completed and signed, together with a remittance in cleared funds for the Exercise Price in respect of
each Warrant being exercised. Once so delivered, a Subscription Notice shall be irrevocable save with the consent of the Board.



 


		4.3	The subscription rights which are conferred by any Warrants that are held in uncertificated form
shall be exercisable, in whole or in part, (and treated by the Company as exercised) if an uncertificated subscription notice is
received by the Company as referred to below and the remittance in cleared funds for the Exercise Price in respect of each Warrant
being exercised is received by the Company or by such person as it may require for these purposes in such form and subject to such
terms and conditions as may from time to time be prescribed by or on behalf of the Company. For these purposes an “uncertificated
subscription notice” shall mean a properly authenticated dematerialised instruction received by the Company, or by such person
as it may require, in such form and subject to such terms and conditions and having such effect as may from time to time be prescribed
by or on behalf of the Company (subject always to the facilities and requirements of the relevant system concerned) that is attributable
to the system-member who is the holder of the Warrants concerned and/or such other instruction or notification as may from time
to time be prescribed by or on behalf of the Company. The Company may, in addition, determine when any such properly authenticated
dematerialised instruction and/or other instruction or notification and any such remittance is to be treated as received by the
Company or by such person that it may require for these purposes (subject always to the facilities and requirements of the relevant
system concerned). Without prejudice to the generality of the foregoing, the effect of the properly authenticated dematerialised
instruction and/or other instruction or notification referred to above may be such as to divest the holder of the Warrants concerned
of the power to transfer such Warrants to another person. Once lodged, an uncertificated subscription notice shall be irrevocable
save with the consent of the Company. For the avoidance of doubt, unless the Company otherwise determines, or unless the CREST
Regulations and/or rules of the relevant system concerned otherwise require, the Ordinary Shares issued on the exercise of any
subscription rights shall be issued:



 



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		4.3.1	in uncertificated form where such subscription rights were conferred by Warrants which were held
in uncertificated form on the date of notification of exercise; or



 


		4.3.2	in certificated form where such subscription rights were conferred by Warrants held in certificated
form on the date of the notification of exercise.



 


Whether any
Warrants are held in certificated form or uncertificated form on the exercise date shall be determined by reference to the register
of Warrantholders as at the close of business on the relevant date or such other time as the Board may (subject to the facilities
and requirements of the relevant system concerned) in its absolute discretion determine. Compliance must also be made in relation
to any exercise of subscription rights with any statutory and regulatory requirements for the time being applicable.


 


		4.4	Warrants will be deemed to be exercised on the business day upon which the Registrar shall have
received the relevant documentation and remittance referred to in this Clause 4 (Exercise of Warrants). Subject to value
having been received by the Company in respect of the relevant remittance, the Company shall allot the Ordinary Shares to be issued
pursuant to the exercise of subscription rights attaching to any Warrant and enter the allottee of such Ordinary Shares in the
Company’s register of members not later than 14 days after the date on which such Warrants are exercised.



 


		4.5	In the case of Ordinary Shares issued pursuant to the exercise of subscription rights conferred
by Warrants held in certificated form, as soon as practicable following the exercise of Warrants in accordance with the terms of
this Instrument and, in any event, not later than 7 days after the date on which the allottee of such Ordinary Shares is entered
in the register of members, the Company shall issue:



 


		4.5.1	a certificate for the Ordinary Shares in the name of such Warrantholder set out in the Warrant
Certificate; and



 


		4.5.2	in the event of a partial exercise by any Warrantholder of the right to subscribe attaching to
any Warrants held by him a Warrant Certificate in the name of such Warrantholder in respect of the balance of the Warrants represented
by the relevant Warrant Certificate and remaining unexercised.



 


		4.6	In respect of any subscription rights conferred by Warrants held in certificated form the certificate
for the Ordinary Shares arising on the exercise of Warrants (together with any balancing Warrant Certificate) will be despatched
at the risk of the person entitled thereto to the address of such person or (in the case of a joint holding) to that one of them
whose name stands first in the Register and will be sent by ordinary postal delivery.



 


		4.7	Ordinary Shares issued pursuant to the exercise of subscription rights which were conferred by
Warrants held in uncertificated form will, unless the Company otherwise determines or unless the CREST Regulations and/or the rules
of the relevant system concerned otherwise require, be issued in uncertificated form and will be credited to the account of the
person(s) in whose name(s) the Warrants concerned were registered at the date of such exercise (being an account maintained by
the relevant system concerned under the same participant and member account identification codes as the account to which the Warrants
concerned were credited immediately prior to such exercise).



 



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		4.8	Every Warrant in respect of which subscription rights:



 


		4.8.1	have been exercised in full; or



 


		4.8.2	at the end of the Subscription Period have not been exercised, shall lapse and be cancelled



 


		4.9	Ordinary Shares allotted pursuant to the exercise of Warrants in accordance with the terms of this
Instrument shall be issued fully paid and free from any liens, charges or encumbrances and rights of pre-emption but shall not
rank for any dividends or other distributions declared, made or paid on the Ordinary Shares for which the record date is prior
to the relevant day on which the Warrants are exercised but, subject thereto, shall rank in full for all dividends and other distributions
declared, made or paid on the Ordinary Shares on or after the relevant day on which the Warrants are exercised and otherwise pail
passu in all respects with the Ordinary Shares in issue at that date.



 


		4.10	At any time when the Ordinary Shares are admitted to trading on AIM, application will be made by
the Company to the London Stock Exchange for the Ordinary Shares allotted pursuant to any exercise of Warrants to be admitted to
trading on AIM and the Company will use its reasonable endeavours to obtain such admission so as to be effective simultaneously
with the allotment of the relevant Ordinary Shares pursuant to the exercise of the Warrants in accordance with the terms of this
Instrument becoming effective.



 


		4.11	A Warrantholder shall be prohibited from exercising the rights to subscribe attaching to a Warrant
if it would result in such exercising Warrantholder together will all persons with whom it is acting in concert triggering a requirement
to make a mandatory offer under Rule 9 of the Takeover Code.



 


		5	Undertakings



 


		5.1	Subject to the provisions of Clause 6 and, unless otherwise authorised by an Extraordinary Resolution,
whilst any Warrant remains exercisable:



 


		(a)	the Company shall not in any way modify the rights attached to its existing Ordinary Shares as
a class in any way which operates to vary the rights of the Warrantholders in relation to the Warrants (but nothing herein shall
restrict the right of the Company to increase, consolidate, sub-divide or reduce its share capital subject to any adjustments to
the subscription rights as may be required by this Instrument). For the purposes of this subparagraph, the creation or issue of
preference shares (whether convertible, redeemable and/or cumulative) carrying rights to dividends, capital conversion or otherwise
as the directors of the Company shall think fit, shall not be deemed to modify the rights attaching to the Ordinary Shares; and



 


		(b)	Warrantholders will have made available to them, at the same time and in the same manner as the
same are made available to holders of Ordinary Shares, copies of the audited accounts of the Company (with the relevant directors’
and auditor’s reports) and copies of all other circulars or notices which are made available to holders of Ordinary Shares.



 



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		6	Adjustment Events



 


		6.1	If an Adjustment Event occurs:



 


		6.1.1	the number of Ordinary Shares for which each Warrantholder is entitled to subscribe; and



 


		6.1.2	the Exercise Price payable in respect of such subscription, shall each be subject to adjustment
in accordance with the provisions set out in Schedule 4.



 


		6.2	Whenever an adjustment is to be made under this Clause 6, the Company shall as soon as reasonably
practicable give notice pursuant to paragraph 4 of Schedule 2 to the Warrantholders, together with a Warrant Certificate (where
such Warrantholders are holding in certificated form) evidencing the rights to which the Warrantholders are entitled in consequence
of such adjustments.



 


		7	Takeovers



 


		7.1	The Company shall notify the Warrantholders of the terms of any proposed Takeover Offer or Scheme
at the same time as such terms are communicated to shareholders of the Company.



 


		7.2	The Company shall notify the Warrantholders when any Takeover Offer becomes wholly unconditional,
or Scheme becomes effective, at the same time as that fact is publicly announced or otherwise communicated to shareholders of the
Company.



 


		7.3	If a Takeover Offer becomes wholly unconditional, or a Scheme becomes effective, before the subscription
rights with respect to all Warrants have been exercised, the Company shall use its reasonable endeavours to procure that an appropriate
offer (as such term is interpreted pursuant to Rule 15 of the Takeover Code (“Rule 15”) is extended to the Warrantholders
in accordance with Rule 15.



 


		8	Winding up of the Company



 


		8.1	If at any time prior to the Expiry Date 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:



 


		8.1.1	if the winding up or dissolution is for the purposes of implementing a reconstruction, amalgamation
or scheme of arrangement on terms previously sanctioned by an Extraordinary Resolution, such terms shall be binding on the Warrantholders;
and



 


		8.1.2	in any other case, the Company shall as soon as reasonably practicable send to the Warrantholders
a written notice stating that such an order has been made or resolution has been passed or other dissolution is to be effected.
Each Warrantholder may at any time within 60 days after the date of such notice elect, by written notice to the Company, to be
treated as if he had, immediately before the date of the making of the order or the passing of the resolution or other dissolution,
exercised some or all of his subscription rights. On giving such notice, a Warrantholder is entitled to receive out of the assets
which would otherwise be available in the liquidation to the shareholders of the Company such sum, if any, as he would have received
had he been the holder of, and paid for, the Ordinary Shares to which he would have become entitled by virtue of that exercise,
after deducting from that sum an amount equal to the aggregate Exercise Price which would have been payable by him upon such exercise.



 



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		8.2	Subject to compliance with Clause 8.1, all Warrants shall lapse on liquidation of the Company.



 


		9	Transfer and title



 


		9.1	Warrants shall be transferable individually, in the case of Warrants held in certificated form,
by an instrument of transfer in any usual or common form or such other form as may be approved by or on behalf of the Company,
and, in the case of Warrants held in uncertificated form, by a properly authenticated dematerialised instruction and/or other instruction
or notification received by the Company or by such person as it may require for these purposes in such form and subject to such
terms and conditions as may from time to time be prescribed by or on behalf of the Company (subject always to the facilities and
requirements of the relevant system concerned). The Registrar shall maintain a register of Warrantholders in registered form and
the provisions of Schedule 2 (Registration, Transfer and Transmission) relating to the transfer, transmission and registration
of Warrants shall have full effect as if the same had been incorporated in this Instrument.



 


		9.2	The Company shall be entitled to appoint such person or persons as the Company thinks fit as the
Registrar and to remove any such person or persons and make a new appointment in their stead. The Company shall forthwith give
a notice of any change in the identity or address of the Registrar in accordance with Clause 13.2.



 


		9.3	The registered holder of a Warrant shall be treated as its absolute owner for all purposes notwithstanding
any notice of ownership or notice of previous loss or theft or of trust or other interest therein (except as ordered by a court
of competent jurisdiction or required by law). The Company shall not (except as stated above) be bound to recognise any other claim
to or interest in any Warrant.



 


		10	Meetings of Warrantholders



 


		10.1	Meetings of Warrantholders may be convened in accordance with the provisions of Schedule 3 (Meetings
of Warrantholders) and shall be competent to pass Extraordinary Resolutions and to exercise all the powers as referred to therein.
Without prejudice to the generality of the foregoing, the Warrantholders, by way of Extraordinary Resolution, shall have power
to:



 


		(a)	sanction any compromise or arrangement proposed to be made between the Company and the Warrantholders
or any of them;



 


		(b)	sanction any proposal by the Company for modification, abrogation, variation or compromise of,
or arrangement in respect of the rights of the Warrantholders against the Company whether such rights shall arise under this Instrument
or otherwise;



 


		(c)	sanction any proposal by the Company for the exchange or substitution for the Warrants of, or the
conversion of the Warrants into, shares, stock, bonds, debentures, debenture stock, warrants or other obligations or securities
of the Company or any other body corporate formed or to be formed;



 


		(d)	assent to any modification or the conditions to which the Warrants are subject and/or the provisions
contained in this Instrument which shall be proposed by the Company;



 


		(e)	authorise any person to concur in and execute and do all such documents, acts and things as may
be necessary to carry out and give effect to any Extraordinary Resolution;



 



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		(f)	discharge or exonerate any person from any liability in respect of any act or omission for which
such person may have become responsible under this Instrument; and



 


		(g)	give any authority, direction or sanction which under the provisions of this Instrument is required
to be given by Extraordinary Resolution.



 


		11	Modifications



 


		11.1	Any modification to this Instrument may be effected only by an instrument in writing, executed
by the Company and expressed to be supplemental to this Instrument and, save in the case of a modification which is of a formal,
minor or technical nature or made to correct a manifest error, only if it shall first have been sanctioned by an Extraordinary
Resolution.



 


		11.2	A memorandum of every such supplemental instrument shall be endorsed on this Instrument.



 


		11.3	Notice of every modification to this Instrument shall be given by the Company to the Warrantholders
in accordance with Clause 13.2



 


		12	Purchase and cancellation



 


		12.1	The Company may at any time purchase Warrants:



 


		12.1.1	by tender (available to all Warrantholders alike) at any price; or



 


		12.1.2	on or through the market; or



 


		12.1.3	by private treaty at any price.



 


		12.2	All Warrants purchased pursuant to Clause 12.1 shall be cancelled forthwith and may not be reissued
or sold.



 


		13	Availability of instrument and notices



 


		13.1	Every Warrantholder shall be entitled to inspect a copy of this Instrument at the registered office
of the Company during normal business hours (Saturdays, Sundays and public holidays in the United Kingdom excepted), and shall
be entitled to receive a copy of this Instrument against payment of such charges as the directors of the Company may impose in
their absolute discretion.



 


		13.2	Notices to be given pursuant to the provisions of this Instrument shall be given in accordance
with paragraph 4 of Schedule 2 (Registration, Transfer and Transmission).



 


		14	Enforcement



 


		14.1	The Company acknowledges and covenants that the benefit of the covenants, obligations and conditions
on the part of or binding upon it contained in this Instrument and the Schedules hereto shall enure to the benefit of each and
every Warrantholder.



 


		14.2	Each Warrantholder shall be entitled to enforce the said covenants, obligations and conditions
against the Company insofar as such Warrantholder’s Warrant is concerned, without the need to join the allottee of any such
Warrant or any intervening or other Warrantholder in the proceedings for such enforcement.



 



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		15	Governing law



 


		15.1	This Instrument shall be governed by and construed and interpreted in accordance with English law
and the Warrantholders agree to submit to the exclusive jurisdiction of the English courts in relation to any claim, dispute or
difference which may arise hereunder.



 


Delivered as an Instrument on the date
of this document.


 



    	 	11	 



    	 	 



    




 


Schedule
1



Form of Warrant Certificate


 


	No. of Certificate:	[•]
	 	 
	Number of Warrants:	[•]
	 	 
	Date of issue:	[•]


Warrants to subscribe for ordinary share(s)
in


 


Midatech Pharma Plc


 


Registered Office: Oddfellows House, 19
Newport Road, Cardiff, Wales, CF24 0AA


 


incorporated in England and Wales


 


(Company number: 09216368)


 


This is to certify that [•]


 


of [•]


 


is/are the registered holder(s) of [•]
Warrants in Midatech Pharma Plc issued pursuant to and in accordance with the terms of an Instrument dated [•] 2020
(as from time to time amended) (the “Instrument”) executed by Midatech Pharma Plc. Words and expressions used
in this Warrant Certificate and the Subscription Notice shall have the same meanings as in the Instrument.


 


The registered holder is entitled in respect
of every one Warrant held to subscribe for one Ordinary Share of 0.1p in Midatech Pharma Plc (or such other number of Ordinary
Shares as may for the time being be applicable in accordance with the provisions of the Instrument) at a price of 34 pence per
Ordinary Share (subject to adjustment as referred to in the Instrument) during the Subscription Period.


 


The Instrument is enforceable severally
by each Warrantholder and is available for inspection at the registered office of the Company until the end of the Subscription
Period.


 


Executed by the company Midatech Pharma
Plc this ______ day of _______________ 2020.


 


Subscription Notice


 


In order to exercise all or any of the
Warrants represented by this Warrant Certificate the certificate should be submitted with this Subscription Notice duly completed
and signed, together with the payment referred to below, to the Registrar.


 


		To:	Midatech Pharma Plc



c/o Neville


Neville House


Steelpark
Road


		Halesowen	



West Midlands


B62 8HD


 


I/We the undersigned, being the registered
holder(s) of the Warrants comprised in this Warrant Certificate (and the several Warrant Certificates (if any) enclosed with this
Subscription Notice) hereby give(s) notice of my/our wish to exercise [•] Warrant(s) to subscribe for __________ Ordinary
Shares in Midatech Pharma Plc in accordance with the provisions of the Instrument.


 



    	 	12	 



    	 	 



    




 


I/We enclose payment for £___________
in favour of Midatech Pharma Plc being the aggregate payment of the full subscription price for the total number of such Warrants
being exercised.


 


I/We direct you to allot the registered
shares in Midatech Pharma Plc issued pursuant hereto to me/us in which event I/we agree to accept such shares subject to the articles
of association of Midatech Pharma Plc. I/We request the relevant entry be made in the register of shareholders of the Company in
respect thereof.


 


I/We require the despatch of: (1) _________
certificates in respect of the Ordinary Shares in Midatech Pharma Plc; and (2) a Warrant Certificate in my/our name(s) for any
balance of my/our Warrants remaining exercisable, at my/our own risk to my/our address set out in the Register of Warrantholders
or (in the case of joint holders) to the address of that one whose name stands first in the Register in respect of the Warrants
represented by this Warrant Certificate by ordinary postal service.


 


Dated _______________


 


Signature(s)


  


 


	 
	 
	 


 


 


Guidance notes:


 


Exercise of the Warrants represented by
this Warrant Certificate may be consolidated with the exercise of Warrants represented by other Warrant Certificates by the use
of only one Subscription Notice, provided that the other Warrant Certificates are attached to the Subscription Notice.


 


In the case of joint holdings, all joint
holders must sign.


 



    	 	13	 



    	 	 



    




 


Schedule
2



Registration, Transfer and Transmission


 


		1	Registration and Title



 


		1.1	An accurate register of the Warrants (the “Register”) will be kept by the Registrar
at the registered office of the Company and there shall be entered in the Register:



 


		1.1.1	the names and addresses of the Warrantholders and, in the case of Warrants held in uncertificated
form, the details of the Warrantholder’s stock account with the relevant system;



 


		1.1.2	the amount of Warrants held by every registered holder; and



 


		1.1.3	the date upon which the name of every such registered holder is entered in respect of the Warrants
standing in his name.



 


		1.2	Any change of name or address on the part of a Warrantholder and, in the case of Warrants held
in uncertificated form, the details of the Warrantholder’s stock account with the relevant system shall forthwith be notified
to the Registrar who shall cause the Register to be altered accordingly. The Register may be closed by the Company for such period
or periods and at such times as it may think fit provided that it shall not be closed for more than thirty days in any calendar
year. Any transfer or request for exercise made while the Register is so closed shall, as between the Company and the person claiming
under the transfer or person requesting the exercise of his subscription rights, be considered as made immediately after the reopening
of the Register. The Warrantholders or any of them, and any person duly authorised by any such holder, shall be at liberty at all
reasonable times during office hours to inspect the Register and to take copies of or extracts from the same or any part thereof.



 


		1.3	The Company shall be entitled to treat the registered holder of any Warrant as the absolute owner
thereof for all purposes notwithstanding any notice of ownership or writing thereon or notice of previous loss or theft or of trust
(whether express or implied) or other interest therein (except as ordered by a court of competent jurisdiction or required by law)
and shall not (except as aforesaid) be bound to recognise any equitable or other claim to or interest in such Warrant.



 


		1.4	Every Warrantholder will be recognised by the Company as entitled to his 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.



 


		2	Transfer



 


		2.1	Every transfer of a Warrant shall be made:



 


		2.1.1	in the case of Warrants held in certificated form by instrument of transfer in the usual or common
form or in any other form which may be approved by the Company and need not be executed as an Instrument. The instrument of transfer
of a Warrant shall be signed by or on behalf of the transferor but need not be signed by or on behalf of the transferee; or



 


		2.1.2	in the case of Warrants held in uncertificated form, by a properly authenticated dematerialised
instruction and/or other instruction or notification received by the Company or by such person as it may require for these purposes
in such form and subject to such terms and conditions as may from time to time be prescribed by or on behalf of the Company (subject
always to the facilities and requirements of the relevant system concerned).



 



    	 	14	 



    	 	 



    




 


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 thereof.
The Company shall not be obliged to give effect to any such instrument which purports to transfer any Warrants in respect of which
a Subscription Notice shall have been received.


 


		2.2	In the case of Warrants held in certificated form the Company may decline to recognise any instrument
of transfer unless such instrument is deposited at the specified office of the Registrar (or such other place as the Registrar
may appoint) accompanied by the Warrant Certificate to which it relates, and such other evidence as the Registrar may reasonably
require to show the right of the transferor to make the transfer and, if the instrument of transfer is executed by some other person
on behalf of the transferor, the authority of that person so to do. The Registrar may waive production of any Warrant Certificate
upon evidence satisfactory to the Registrar of its loss or destruction or upon execution of an appropriate indemnity. All instruments
of transfer which are registered may be retained by the Company for so long as it thinks fit together with the cancelled Warrant
Certificates.



 


		2.3	In the case of Warrants held in certificated form and uncertificated form the Company may decline
to recognise a transfer unless the Warrantholder has given evidence, satisfactory to the Company (acting reasonably), that any
stamp duty or any other taxes or duties payable on transfers of the Warrant(s) (if any) have been paid.



 


		2.4	No fee shall be charged by the Company in respect of the registration of any instrument of transfer
or probate or letters of administration or certificate of marriage or death, or power of attorney or other document relating to
or affecting the title to any Warrants or otherwise for making any entry in the Register affecting the title to any Warrants.



 


		2.5	The registration of a transfer shall be conclusive evidence of the approval by the Company and
the Registrar of the transfer and the Company shall, on registration, in the case of Warrants held in certificated form, issue
the transferee with a Warrant Certificate in respect of the Warrants transferred and, in the case of Warrants held in uncertificated
form, credit the stock account of the transferee held within the relevant system.



 


		3	Transmission



 


		3.1	In the case of the death of a Warrantholder the survivors or survivor where the deceased was a
joint holder, and the executors or administrators of the deceased where he was a sole or only surviving holder, shall be the only
persons recognised by the Company and the Registrar as having any title to his Warrants, but nothing herein contained shall release
the estate of a deceased Warrantholder (whether sole or joint) from any liability in respect of any Warrant solely or jointly held
by him.



 


		3.2	Subject to any other provision herein contained, any person becoming entitled to a Warrant in consequence
of the death or bankruptcy of a Warrantholder or otherwise than by transfer may, upon producing such evidence of title as the Company
shall reasonably require, and subject as hereinafter provided, be registered himself as holder of the Warrant.



 



    	 	15	 



    	 	 



    




 


		3.3	Subject to any other provision herein contained, if any person becoming entitled to a Warrant in
consequence of the death or bankruptcy of a Warrantholder or otherwise than by transfer shall elect to be registered himself, he
shall deliver or send to the Company and the Registrar a notice in writing signed by him stating that he so elects. All the limitations,
restrictions and provisions herein contained relating to the right to transfer and the registration of transfers of Warrants shall
be applicable to any such notice of transfer as aforesaid as if the death or bankruptcy of the Warrantholder had not occurred and
the notice of transfer were a transfer executed by such Warrantholder.



 


		3.4	A person becoming entitled to a Warrant in consequence of the death or bankruptcy of a Warrantholder
shall be entitled to receive and may give good discharge for any monies payable in respect thereof, but shall not be entitled
to receive notices of or to attend or vote at meetings of the Warrantholders or, save as aforesaid, to any of the rights or privileges
of a Warrantholder until he shall have become a Warrantholder in respect of the Warrant.



 


		4	Notices



 


		4.1	Every Warrantholder shall register with the Company and the Registrar an address to which copies
of notices can be sent. Any notice or document may be given or served by the Company on any Warrantholder either personally or
by sending it by post in a prepaid letter addressed to such Warrantholder at his registered address as appearing in the register.



 


		4.2	Any copy notices given pursuant to the provisions of this Schedule with respect to Warrants standing
in the names of joint 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 holders of such Warrants.



 


		4.3	Proof that an envelope containing a notice was properly addressed, prepaid and posted shall be
conclusive evidence that the notice was given. A notice shall be deemed to be given at the expiration of forty eight hours after
the envelope containing it was posted.



 


		4.4	When a given number of days’ notice or notice extending over any other period is required
to be given, the day of service shall, but the day upon which such notice shall expire shall not, be included in calculating such
number of days or other period. The signature to any notice to be given by the Company may be written or printed.



 


		4.5	Every person who by operation of law, transfer or other means whatsoever becomes entitled to a
Warrant shall be bound by any notice in respect of such Warrant which, before his name is entered in the Register, has been duly
given to the person from whom he derives his title.



 


		4.6	If at any time by reason of the suspension or curtailment of postal services within the United
Kingdom the Company is unable effectively to convene a meeting of the Warrantholders by notices sent through the post such a meeting
may be convened by a notice advertised on the same date in at least two national daily newspapers with appropriate circulations
(and, where there is a suspension or curtailment of postal services within the United Kingdom, at least one of which shall be published
in London) and such notice shall be deemed to have been duly served on all Warrantholders entitled thereto at noon on the
day when the advertisement appears. In any such case the Company shall send confirmatory copies of the notice by post if at least
forty-eight hours prior to the meeting the posting of notices to addresses throughout the United Kingdom again becomes practicable.



 



    	 	16	 



    	 	 



    




 


		4.7	Any Warrantholder present, either personally or by proxy, at any meeting of the Warrantholders
shall for all purposes be deemed to have received due notice of such meeting, and, where requisite, of the purposes for which such
meeting was called.



 


		4.8	Any notice or document delivered or sent by post to or left at the registered address of any Warrantholder
in pursuance of this Instrument shall, notwithstanding that such Warrantholder is then dead, bankrupt, of unsound mind or (being
a corporation) in liquidation, and whether or not the Company has notice of the death, bankruptcy, insanity or liquidation of such
Warrantholder, be deemed to have been duly served in respect of any Warrant registered in the name of such Warrantholder as sole
or joint holder unless his name has at the time of the service of the notice or document been removed from the Register as the
holder of the Warrant, and such service shall for all purposes be deemed a sufficient service of such notice or document on all
persons interested (whether jointly with or as claiming through or under him) in the Warrant



 



    	 	17	 



    	 	 



    




 


Schedule
3



Meetings of Warrantholders


 


		1	Convening of Meetings



 


The Company
may at any time and shall on receipt of a request in writing of persons holding not less than one-tenth of the outstanding Warrants
(upon receiving such indemnity (if any) as it may require against all reasonable costs, expenses and liabilities which it may incur
by so doing) convene a meeting of the Warrantholders. Such meeting shall be held at such place within the United Kingdom as the
Company shall determine.


 


		2	Notice of Meetings



 


		2.1	At least 14 days’ notice in writing of every meeting shall be given to the Warrantholders
in the manner provided by the provisions contained in Schedule 2 (Registration, Transfer and Transmission).



 


		2.2	The notice shall specify the place, day and hour of the meeting and the general nature of the business
to be transacted, but, except in the case where an Extraordinary Resolution is to be proposed, it shall not be necessary to specify
in the notice the terms of the resolutions to be proposed. The notice shall state that a Warrantholder is entitled to appoint a
proxy to attend and, on a poll, to vote instead of him.



 


		2.3	The accidental omission to give notice to or the non-receipt of notice by any of the Warrantholders
shall not invalidate the proceedings at any meeting.



 


		3	Quorum



 


		3.1	At any meeting at least two persons being present in person or by proxy shall form a quorum for
the transaction of any business.



 


		3.2	No business (other than the election of a Chairman) shall be transacted at any meeting unless the
requisite quorum is present at the commencement of business.



 


		4	Absence of Quorum



 


		4.1	If within half an hour from the time appointed for the meeting (or such longer interval as the
Chairman of the meeting may think fit to allow) a quorum is not present, the meeting, if convened upon the requisition of Warrantholders,
shall be dissolved. In any other case it shall stand adjourned to such day and time not being less than seven days nor more than
28 days thereafter and to such place as may be appointed by the Chairman and at such adjourned meeting the Warrantholders present
and entitled to vote shall be a quorum for the transaction of business including the passing of Extraordinary Resolutions.



 


		4.2	At least seven days’ notice of any adjourned meeting of Warrantholders at which an Extraordinary
Resolution is to be submitted shall be given in the same manner as for an original meeting and such notice shall state that the
Warrantholders present at the adjourned meeting whatever their number will form a quorum.



 


		5	Chairman



 


		5.1	The Warrantholders present may choose one of their number to preside at every meeting as Chairman
and, if no such person is chosen or if at any meeting the person chosen shall not be present within 15 minutes after the time appointed
for holding the meeting, a person nominated in writing by the Company shall be Chairman of such meeting. Any Director and the Secretary,
Auditors and solicitors of the Company and any other person authorised in that behalf by the Company may attend and speak at any
meeting.



 



    	 	18	 



    	 	 



    




 


		5.2	The Chairman may, with the consent of any meeting at which a quorum is present, and shall if so
directed by the meeting adjourn the meeting from time to time and from place to place but no business shall be transacted at any
adjourned meeting except business which might lawfully have been transacted at the meeting from which the adjournment took place.
Where a meeting is adjourned, the time and place for the adjourned meeting shall be fixed by the Directors. When a meeting is adjourned
for 30 days or more or, not less than seven days’ notice (exclusive as aforesaid) of the adjourned meeting shall be given
in like manner, as in the case of the original meeting. Save as aforesaid, subject to paragraph 4.2 above, it shall not be necessary
to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.



 


		6	Resolutions



 


		6.1	At any meeting a resolution put to the vote of the meeting shall be decided on a show of hands
unless a poll is (before or on the declaration of the result of the show of hands) demanded by the Chairman or by one or more Warrantholders
present in person or by proxy and holding or representing one-twentieth of the then outstanding Warrants.



 


		6.2	Unless a poll is demanded a declaration by the Chairman that a resolution has been carried or carried
by any particular majority or lost or not carried by any particular majority shall be conclusive evidence of that fact.



 


		7	Poll



 


		7.1	If a poll is duly demanded it shall be taken in such manner and at such time and place as the Chairman
may direct (save that a poll demanded on the election of a Chairman or on any question of adjournment shall be taken at the meeting
without adjournment) and the result of a poll shall be deemed to be the resolution of the meeting at which the poll is demanded.



 


		7.2	The demand for a poll shall not prevent the continuance of a meeting for the transact on of any
business other than the question on which the poil has been demanded. The demand for a poll may be withdrawn.



 


		7.3	No notice need be given of a poll not taken immediately.



 


		8	Voting



 


		8.1	On a show of hands every Warrantholder who is present in person or, being a corporation, by its
authorised representative or proxy shall have one vote. On a poll every Warrantholder who is present in person or by proxy shall
have one vote for every Warrant of which he is the holder.



 


		8.2	In the case of joint holders of Warrants the vote of the senior who tenders a vote whether in person
or by proxy shall be accepted to the exclusion of the vote of the other joint holders and for this purpose seniority shall be determined
by the order in which the names stand in the Register.



 


		8.3	On a poll votes may be given either personally or by proxy and a Warrantholder entitled to more
than one vote need not use all his votes or cast all the votes he uses in the same way.



 



    	 	19	 



    	 	 



    




 


		8.4	No objection shall be raised to the qualification of any person voting except at the meeting or
adjourned meeting at which the vote objected to is tendered, and every vote not disallowed at the meeting shall be valid. Any objection
made in due time shall be referred to the Chairman whose decision shall be final and conclusive.



 


		8.5	In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the
meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a casting vote in addition
to the votes (if any) to which he may be entitled as a Warrantholder.



 


		9	Proxies



 


		9.1	The instrument appointing a proxy shall be in writing under the hand of the appointor or of his
attorney duly authorised in writing or, if the appointor is a corporation, either duly executed or under the hand of some duly
authorised officer or attorney of the corporation.



 


		9.2	A person appointed to act as a proxy need not be a Warrantholder. The Chairman of the meeting may
be designated as a proxy in an instrument of proxy without being named.



 


		9.3	The instrument appointing a proxy and the letter or power of attorney or other authority (if any)
under which it is signed or a notarially certified copy of such power or authority shall be deposited at such place (if any) specified
for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so
specified, at the registered office of the Company) not less than 48 hours before the time appointed for holding the meeting or
adjourned meeting (or, in the case of a poll otherwise than at or on the same day as the meeting or adjourned meeting, before the
time appointed for the taking of the poll) at which the person named in the instrument proposed to vote and in default the instrument
or proxy shall not be treated as valid



 


		9.4	No instrument appointing a proxy shall be valid after the expiration of 12 months from the date
named in it as the date of its execution.



 


		9.5	An instrument of proxy may be in any usual or common form or in any other form which the directors
of the Company may approve. An instrument of proxy shall be deemed to confer the right to demand or join in demanding a poll. An
instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the
meeting to which it relates and need not be witnessed.



 


		9.6	A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding
the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed
provided that no notification in writing of such death, mental illness or revocation shall have been received by the Company at
its registered office or at such other place as may have been specified in or by way of note to or in any document accompanying
the notice convening the meeting at least one hour before the commencement of the meeting or adjourned meeting at which the proxy
is used or, in the case of a poll otherwise than at or on the same day as the meeting or adjourned meeting, before the time appointed
for the taking of the poll at which the vote is cast.



 


		10	Representatives



 


Any company
or other body corporate which is a registered holder of any of the Warrants may by resolution of its directors or other governing
body authorise any person to act as its representative at any meeting of the Warrantholders and such representative shall be entitled
to exercise the same powers on behalf of the company or corporation which he represents as if he were the registered holder of
the Warrants and such company or body corporate shall, for the purpose of these provisions, be deemed to be present in person at
any such meeting if a person so authorised is present thereat.


 



    	 	20	 



    	 	 



    




 


		11	Resolutions



 


		11.1	The expression “Extraordinary Resolution” means a resolution passed at a meeting
of the Warrantholders duly convened and held in accordance with the provisions herein contained and carried by a majority consisting
of not less than 75 per cent. of the persons voting thereat 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 given on such poll.



 


		11.2	A resolution in writing signed by Warrantholders entitled to subscribe for not less than 75 per
cent. of the Ordinary Shares which are the subject of outstanding Warrants pursuant to this Instrument in accordance with the provisions
herein contained shall for all purposes be valid and effectual as an Extraordinary Resolution passed at a meeting duly convened
and held in accordance with the provisions herein contained. Such resolution in writing may be contained in one document or in
several documents in like form each signed by one or more of the Warrantholders. In the case of a body corporate the resolution
may be signed on its behalf by a director or the secretary thereof or by its duly authorised representative or duly appointed attorney.



 


		11.3	An Extraordinary Resolution passed at a meeting of the Warrantholders duly convened and held in
accordance with this Instrument shall be binding upon all Warrantholders whether or not present at the meeting and each of the
Warrantholders shall be bound to give effect thereto accordingly.



 


		12	Minutes



 


		12.1	Minutes of all resolutions and proceedings at every meeting shall be made and duly entered in books
to be from time to time provided for that purpose by the Company.



 


		12.2	Any minutes of resolutions and proceedings of meetings of Warrantholders as aforesaid, if purporting
to be signed by the Chairman of the meeting, shall be conclusive evidence of the matters therein stated and, until the contrary
is proved, every such meeting in respect of the proceedings of which minutes have been made shall be deemed to have been duly held
and convened and all resolutions passed thereat to have been duly passed.



 



    	 	21	 



    	 	 



    




 


Schedule
4



Adjustments


 


		1	Adjustments to be made



 


If there is
an Adjustment Event whilst any of the Warrants are outstanding, the Exercise Price and number of Ordinary Shares to be, or
capable of being subscribed on any subsequent exercise of any Warrant will be adjusted in the manner set out in this Schedule 4.


 


		2	Adjustment of Exercise Price



 


The Exercise
Price shall from time to time be adjusted in accordance with the provisions of this paragraph 2 and as follows for each event giving
rise to such adjustment (each an “Adjustment Event”):


 


		2.1	Consolidation or Sub-division/Combination of Ordinary Shares: If the Company, at any time
while the Warrants are outstanding, shall:



 


		(a)	subdivide the nominal value of Ordinary Shares into a larger number of shares; or



 


		(b)	consolidate/combine the nominal value of Ordinary Shares into a smaller number of shares,



 


the Exercise
Price shall be adjusted by multiplying the Exercise Price in force immediately prior to the date such alteration becomes effective
by the following fraction:





 





	A
	B







 


		where:	



 


		A	is the nominal amount of one Ordinary Share immediately after such alteration; and



 


		B	is the nominal amount of one Ordinary Share immediately before such alteration.



 


Such
adjustment shall become effective on the date the alteration takes effect.


 


		2.2	Other Events: If and whenever the Company (in its sole discretion) determines that:



 


		2.6.1	an adjustment should be made to the number of Ordinary Shares receivable upon exercise of a Warrant
as a result of one or more events or circumstances not referred to in sub-paragraphs 2.1 above (even if the relevant event or circumstance
is specifically excluded from the operation of such clauses);



 


		2.6.2	more than one event which gives rise or may give rise to an adjustment to the number of Ordinary
Shares receivable upon exercise of a Warrant has occurred or will occur within such a short period of time that a modification
to the operation of the adjustment provisions is required in order to give the intended result; or



 



    	 	22	 



    	 	 



    




 


		2.6.3	one event which gives rise or may give rise to more than one adjustment to the number of Ordinary
Shares receivable upon exercise of a Warrant has occurred or will occur such that a modification to the operation of the adjustment
provisions is required in order to give the intended result,






 


then the Company
shall, at its own expense, use its reasonable endeavours to procure that such adjustment (if any) to the number of Ordinary Shares
receivable upon exercise of a Warrant as is fair and reasonable to take account thereof and the date on which such adjustment should
take effect shall be determined by the appointed Investment Bank.


 


Upon such
determination, the Company shall procure that such adjustment (if any) shall be made and shall take effect in accordance with such
determination, provided, however, that an adjustment shall only be made pursuant to this clause if the appointed Investment Bank
is requested to make such a determination not more than 30 calendar days after the date on which the relevant event occurs or circumstances
exist.


 


		2.3	If any doubt shall arise as to the appropriate adjustment to the Exercise Price, a certificate
of the Investment Bank shall be conclusive and binding on all concerned.



 


		2.4	The Exercise Price may not be reduced so that, on exercise of any Warrants, Ordinary Shares would
fall to be issued at a discount to their nominal value.



 


		2.5	On any adjustment, the resultant Exercise Price shall be rounded down to the nearest £0.001
so that any amount under £0.0005 shall be rounded down and any amount of £0.0005 or more shall be rounded up). Any
amount by which the Exercise Price is rounded down shall be carried forward and taken into account in any subsequent adjustment.



 


		2.6	No adjustment shall be made to the Exercise Price where such adjustment would be less than 1 per
cent. of the Exercise Price then in effect. Any adjustment not required to be made pursuant to the preceding sentence shall be
carried forward and included in any subsequent adjustment but such subsequent adjustment shall be made on the basis that
the adjustment not required to be made had been made at the relevant time.



 


		2.7	No adjustment shall be made to the number of Ordinary Shares in respect of which a Warrantholder
is entitled to exercise its subscription rights where Ordinary Shares or other securities (including rights, warrants or options)
are issued, offered, exercised, allotted, appropriated, modified, granted, subscribed, purchased or otherwise acquired pursuant
to, or in connection with, any Employees’ Share Scheme.



 


		2.8	For the avoidance of doubt, unless the Company otherwise determines, or unless the CREST Regulations
and/or the rules of the relevant system concerned otherwise require, any additional Warrants issued in accordance with this Schedule
4 shall be issued in uncertificated form where they are issued to a holder of Warrants which are held in uncertificated form at
the close of business on the date on which such additional Warrants are issued (or at such other time as the Board may, subject
always to the facilities and requirements of the relevant system concerned, in its absolute discretion determine) (the “issue
date”) or in certificated form where they are issued to a holder of Warrants which are held in certificated form at the close
of business on the issue date. Additional Warrants which are issued in uncertificated form will be credited to the stock account
of the Warrantholder concerned (being an account maintained by the relevant system concerned under the same participant and member
account identification codes as the account to which the Warrants held in certificated form by such Warrantholder are credited
at the close of business on the issue date).



 



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		3	Adjustment of subscription rights



 


		3.1	Whenever the Exercise Price is adjusted in accordance with this Schedule 4 the number of Ordinary
Shares for which a Warrantholder is entitled to subscribe shall be increased or decreased (as appropriate) at the same time as
such adjustment takes effect. The number of Ordinary Shares to which a Warrantholder shall be entitled shall be calculated as follows:



 


X x (Y/Z)


 


where:


 


		X	is the aggregate number of Ordinary Shares for which the Warrantholder is entitled immediately
before the adjustment;



 


		Y	is the Exercise Price immediately before the adjustment; and



 


		Z	is the Exercise Price immediately after the adjustment.



 


 


 


		3.2	No fractions of Ordinary Shares for which a Warrantholder is entitled shall be allotted or issued
on the exercise of any subscription rights and no refund will be made to the Warrantholder exercising such subscription rights.
If the exercise of any subscription rights would require a fraction of an Ordinary Share to be allotted, the aggregate number of
Ordinary Shares so allotted to a Warrantholder will be rounded down to the nearest whole Ordinary Share.



 



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        Execution page

         

         

         

        Executed by MIDATECH PHARMA PLC

        acting by:

         
	 	 	,
	 	 	Director

signature	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	,
	 	 	print name	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	,
	 	 	Director

signature	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	,
	 	 	print name	 


 




 


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