Exhibit 4.1


 


REPLIMUNE GROUP, INC.


 


FORM OF WARRANT TO PURCHASE COMMON STOCK


 


Number of Shares: [●]


(subject to adjustment)


 


	Warrant No. [●]	 	Original Issue Date: December [●], 2022


 


Replimune Group, Inc., a Delaware corporation (the “Company”),
hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●] or
its registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company
up to a total of [●] shares of common stock, $0.001 par value per share (the “Common Stock”), of the Company
(each such share, a “Warrant Share” and all such shares, the “Warrant Shares”) at an exercise price
per share equal to $0.0001 per share (as adjusted from time to time as provided in Section 9 herein, the “Exercise
Price”) upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange,
transfer or replacement hereof, the “Warrant”) at any time and from time to time on or after the date hereof (the “Original
Issue Date”), subject to the following terms and conditions:


 


1. Definitions. For purposes of this Warrant, the following
terms shall have the following meanings:


 


(a) “Affiliate” means
any Person directly or indirectly controlled by, controlling or under common control with, a Holder, as such terms are used in and construed
under Rule 405 under the Securities Act, but only for so long as such control shall continue.


 


(b) “Commission” means
the United States Securities and Exchange Commission.


 


(c) “Closing Sale Price”
means, for any security as of any date, the last trade price for such security on the Principal Trading Market for such security, as reported
by Bloomberg L.P., or, if such Principal Trading Market begins to operate on an extended hours basis and does not designate the last trade
price, then the last trade price of such security prior to 4:00 P.M., New York City time, as reported by Bloomberg L.P., or if the security
is not listed for trading on a national securities exchange or other trading market on the relevant date, the last quoted bid price for
the security in the over-the-counter market on the relevant date as reported by OTC Markets Group Inc. (or a similar organization or agency
succeeding to its functions of reporting prices). If the Closing Sale Price cannot be calculated for a security on a particular date on
any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined
by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then the
Board of Directors of the Company shall use its good faith judgment to determine the fair market value. The Board of Directors’
determination shall be binding upon all parties absent demonstrable error. All such determinations shall be appropriately adjusted for
any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.


 


(d) “Principal Trading Market”
means the national securities exchange or other trading market on which the Common Stock is primarily listed on and quoted for trading,
which, as of the Original Issue Date, shall be the Nasdaq Global Select Market.


 


(e) “Registration Statement”
means the Company’s Registration Statement on Form S-3 (File No. 333-265805), declared effective on July 27, 2022.


 


(f) “Securities Act” means
the Securities Act of 1933, as amended.


 


(g) “Trading Day” means
any weekday on which the Principal Trading Market is open for trading. If the Common Stock is not listed or admitted for trading, “Trading
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day on
which banking institutions in New York City are authorized or required by law or other governmental action to close.


 






     


     


    

 


(h) “Transfer Agent” means
Computershare Trust Company, N.A., the Company’s transfer agent and registrar for the Common Stock, and any successor appointed
in such capacity.


 


2. Issuance of Securities; Registration of Warrants. The Warrant,
as initially issued by the Company, is offered and sold pursuant to the Registration Statement. As of the Original Issue Date, the Warrant
Shares are issuable under the Registration Statement. Accordingly, the Warrant and, assuming issuance pursuant to the Registration Statement
or an exchange meeting the requirements of Section 3(a)(9) of the Securities Act as in effect on the Original Issue Date, the
Warrant Shares, are not “restricted securities” under Rule 144 promulgated under the Securities Act as of the Original
Issue Date. The Company shall register ownership of this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant
Register”), in the name of the record Holder (which shall include the initial Holder or, as the case may be, any assignee to
which this Warrant is assigned hereunder) from time to time. The Company may deem and treat the registered Holder of this Warrant as the
absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual
notice to the contrary.


 


3. Registration of Transfers. Subject to compliance with all
applicable securities laws and the rules of the Principal Trading Market, the Company shall, or will cause its Transfer Agent to,
register the transfer of all or any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, and payment for all
applicable transfer taxes (if any). Upon any such registration or transfer, a new warrant to purchase Common Stock in substantially the
form of this Warrant (any such new warrant, a “New Warrant”) evidencing the portion of this Warrant so transferred
shall be issued to the transferee, and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall
be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such
transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. The Company
shall, or will cause its Transfer Agent to, prepare, issue and deliver at the Company’s own expense any New Warrant under this Section 3.
Until due presentment for registration of transfer, the Company may treat the registered Holder hereof as the owner and holder for all
purposes, and the Company shall not be affected by any notice to the contrary.


 


4. Exercise and Duration of Warrants.


 


(a) All or any part of this Warrant shall
be exercisable by the registered Holder in any manner permitted by this Warrant at any time and from time to time on or after the Original
Issue Date.


 


(b) The Holder may exercise this Warrant
by delivering to the Company (i) an exercise notice, in the form attached as Schedule 1 hereto (the “Exercise Notice”),
completed and duly signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this Warrant is being
exercised (which may take the form of a “cashless exercise” if so indicated in the Exercise Notice pursuant to Section 10
below). The date on which such exercise notice is delivered to the Company (as determined in accordance with the notice provisions hereof)
is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in order to effect an exercise
hereunder. Execution and delivery of the Exercise Notice shall have the same effect as cancellation of the original Warrant and issuance
of a New Warrant evidencing the right to purchase the remaining number of Warrant Shares, if any. The Holder and any assignee, by acceptance
of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the
Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount
stated on the face hereof.


 


5. Delivery of Warrant Shares.


 


(a) Upon exercise of this Warrant, the Company
shall promptly (but in no event later than three (3) Trading Days after the Exercise Date), upon the request of the Holder, cause
the Transfer Agent to credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise
to the Holder’s or its designee’s balance account with The Depository Trust Company (“DTC”) through its
Deposit Withdrawal Agent Commission system or if the Transfer Agent is not participating in the Fast Automated Securities Transfer Program
(the “FAST Program”) or if the certificates are required to bear a legend regarding restriction on transferability,
issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s
share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant
to such exercise. The Holder, or any natural person or legal entity (each, a “Person”) so designated by the Holder
to receive Warrant Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the Exercise Date, irrespective
of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing
such Warrant Shares, as the case may be.


 






     


     


    

 


(b) If by the close of the third (3rd) Trading
Day after the Exercise Date, the Company fails to deliver to the Holder a certificate representing the required number of Warrant Shares
in the manner required pursuant to Section 5(a) or fails to cause the Transfer Agent to credit the Holder’s DTC
account for such number of Warrant Shares to which the Holder is entitled, and if after such third (3rd) Trading Day and prior to the
receipt of such Warrant Shares, the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in
satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”),
then the Company shall, within three (3) Trading Days after the Holder’s written request and in the Holder’s sole discretion,
either (i) pay in cash to the Holder an amount equal to the Holder’s total purchase price (including brokerage commissions,
if any) for the shares of Common Stock so purchased, at which point the Company’s obligation to deliver such certificate (and to
issue such Warrant Shares) or to cause the Holder’s DTC account to be credited for such Warrant Shares shall terminate or (ii) promptly
deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to
the excess (if any) of Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased in the Buy-In over the product of (A) the number of shares of Common Stock purchased in the Buy-In, times (B) the
Closing Sale Price of a share of Common Stock on the Exercise Date.


 


(c) To the extent permitted by law and subject
to Section 5(b), the Company’s obligations to cause the Transfer Agent to issue and deliver Warrant Shares in accordance
with and subject to the terms hereof (including the limitations set forth in Section 11 below) are absolute and unconditional,
irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof,
the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation
or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or
alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such
obligation of the Company to the Holder in connection with the issuance of Warrant Shares. Subject to Section 5(b), nothing
herein shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without
limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.


 


6. Charges, Taxes and Expenses. Issuance and delivery of certificates
for shares of Common Stock, if any, upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer
tax, transfer agent fee or other incidental tax or expense (excluding any applicable stamp duties) in respect of the issuance of such
certificates, all of which taxes and expenses shall be paid by the Company; provided, however, that the Company shall not
be required to pay any tax that may be payable in respect of any transfer involved in the registration of any certificates for Warrant
Shares or the Warrants in a name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all other
tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.


 


7. Replacement of Warrant. If this Warrant is mutilated, lost,
stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in
lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of evidence reasonably satisfactory to the Company of
such loss, theft or destruction (in such case) and, in each case, a customary and reasonable indemnity and surety bond, if requested by
the Company. Applicants for a New Warrant under such circumstances shall also comply with such other reasonable regulations and procedures
and pay such other reasonable third-party costs as the Company may prescribe. If a New Warrant is requested as a result of a mutilation
of this Warrant, then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the Company’s obligation
to issue the New Warrant.


 






     


     


    

 


8. Reservation of Warrant Shares. The Company covenants that
it will, at all times while this Warrant is outstanding, reserve and keep available out of the aggregate of its authorized but unissued
and otherwise unreserved Common Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant as
herein provided, the number of Warrant Shares that are initially issuable and deliverable upon the exercise of this entire Warrant, free
from preemptive rights or any other contingent purchase rights of persons other than the Holder (taking into account the adjustments and
restrictions of Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon issuance
and the payment of the applicable Exercise Price in accordance with the terms hereof, be duly and validly authorized, issued and fully
paid and non-assessable. The Company will take all such action as may be reasonably necessary to assure that such shares of Common Stock
may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any securities exchange
or automated quotation system upon which the Common Stock may be listed. The Company further covenants that it will not, without the prior
written consent of the Holder, take any actions to increase the par value of the Common Stock at any time while this Warrant is outstanding.


 


9. Certain Adjustments. The Exercise Price and number of Warrant
Shares issuable upon exercise of this Warrant are subject to adjustment from time to time as set forth in this Section 9.


 


(a) Stock Dividends and Splits. If
the Company, at any time while this Warrant is outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution
on any class of capital stock issued and outstanding on the Original Issue Date and in accordance with the terms of such stock on the
Original Issue Date, as described in the Registration Statement, that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares of Common Stock, (iii) combines its outstanding shares of Common Stock into
a smaller number of shares of Common Stock or (iv) issues by reclassification of shares of capital stock any additional shares of
Common Stock of the Company, then in each such case the Exercise Price shall be multiplied by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately before such event and the denominator of which shall be the number of
shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to clause (i) of this paragraph shall
become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution,
provided, however, that if such record date shall have been fixed and such dividend is not fully paid on the date fixed
therefor, the Exercise Price shall be recomputed accordingly as of the close of business on such record date and thereafter the Exercise
Price shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends. Any adjustment pursuant to clause
(ii) or (iii) of this paragraph shall become effective immediately after the effective date of such subdivision or combination.


 


(b) Pro Rata Distributions. If the
Company, at any time while this Warrant is outstanding, distributes to all holders of Common Stock for no consideration (i) evidences
of its indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding paragraph) (iii) rights
or warrants to subscribe for or purchase any security, or (iv) cash or any other asset (in each case, a “Distribution”),
other than a reclassification as to which Section 9(c) applies, then in each such case, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including
without limitation, the ownership limitation set forth in Section 11(a) hereof) immediately before the date of which
a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of Common Stock are to
be determined for the participation in such Distribution provided, however, to the extent that the Holder’s right
to participate in any such Distribution would result in the Holder exceeding the ownership limitation set forth in Section 11(a) hereof,
then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any Common
Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit
of the Holder until the earlier of (i) such time, if ever, as the delivery to such Holder of such portion would not result in the
Holder exceeding the ownership limitation set forth in Section 11(a) hereof and (ii) such time as the Holder has
exercised this Warrant.


 






     


     


    

 


(c) Fundamental Transactions. If,
at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation of the Company with or into another
Person, in which the Company is not the surviving entity and in which the stockholders of the Company immediately prior to such merger
or consolidation do not own, directly or indirectly, at least 50% of the voting power of the surviving entity immediately after such merger
or consolidation, (ii) the Company effects any sale to another Person of all or substantially all of its assets in one transaction
or a series of related transactions, (iii) pursuant to any tender offer or exchange offer (whether by the Company or another Person),
holders of capital stock tender shares representing more than 50% of the voting power of the capital stock of the Company and the Company
or such other Person, as applicable, accepts such tender for payment, (iv) the Company consummates a stock purchase agreement or
other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with
another Person whereby such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for
any such transaction in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same
proportions, the voting power of such Person immediately after the transaction) or (v) the Company effects any reclassification of
the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other
securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 9(a) above)
(in any such case, a “Fundamental Transaction”), then following such Fundamental Transaction the Holder shall have
the right to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled
to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the
holder of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise
contained herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which
the Company is not the surviving entity or the Alternate Consideration includes securities of another Person unless (i) the Alternate
Consideration is solely cash and the Company provides for the simultaneous “cashless exercise” of this Warrant pursuant to
Section 10 below or (ii) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving
entity or other Person (including any purchaser of assets of the Company) shall assume the obligation to deliver to the Holder such Alternate
Consideration as, in accordance with the foregoing provisions, the Holder may be entitled to receive, and the other obligations under
this Warrant. The provisions of this paragraph (c) shall similarly apply to subsequent transactions analogous of a Fundamental Transaction
type.


 


(d) Number of Warrant Shares. Simultaneously
with any adjustment to the Exercise Price pursuant to Section 9 (including any adjustment to the Exercise Price that would
have been effected but for the final sentence in this paragraph (d)), the number of Warrant Shares that may be purchased upon exercise
of this Warrant shall be increased or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder
for the increased or decreased number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior
to such adjustment. Notwithstanding the foregoing, in no event may the Exercise Price be adjusted below the par value of the Common Stock
then in effect.


 


(e) Calculations. All calculations
under this Section 9 shall be made to the nearest one-hundredth of one cent or the nearest share, as applicable.


 


(f) Notice of Adjustments. Upon the
occurrence of each adjustment pursuant to this Section 9, the Company at its expense will, at the written request of the Holder,
promptly compute such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a certificate setting forth
such adjustment, including a statement of the adjusted Exercise Price and adjusted number or type of Warrant Shares or other securities
issuable upon exercise of this Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in detail
the facts upon which such adjustment is based. Upon written request, the Company will promptly deliver a copy of each such certificate
to the Holder and to the Transfer Agent.


 


(g) Notice of Corporate Events. If,
while this Warrant is outstanding, the Company (i) declares a dividend or any other distribution of cash, securities or other property
in respect of its Common Stock, including, without limitation, any granting of rights or warrants to subscribe for or purchase any capital
stock of the Company or any subsidiary, (ii) authorizes or approves, enters into any agreement contemplating or solicits stockholder
approval for any Fundamental Transaction or (iii) authorizes the voluntary dissolution, liquidation or winding up of the affairs
of the Company, then, except if such notice and the contents thereof shall be deemed to constitute material non-public information, the
Company shall deliver to the Holder a notice of such transaction at least ten (10) days prior to the applicable record or effective
date on which a Person would need to hold Common Stock in order to participate in or vote with respect to such transaction; provided,
however, that the failure to deliver such notice or any defect therein shall not affect the validity of the corporate action required
to be described in such notice. In addition, if while this Warrant is outstanding, the Company authorizes or approves, enters into any
agreement contemplating or solicits stockholder approval for any Fundamental Transaction contemplated by Section 9(c), other
than a Fundamental Transaction under clause (iii) of Section 9(c), then, except if such notice and the contents thereof
shall be deemed to constitute material non-public information, the Company shall deliver to the Holder a notice of such Fundamental Transaction
at least ten (10) days prior to the date such Fundamental Transaction is consummated.


 






     


     


    

 


10. Payment of Cashless Exercise Price. Notwithstanding anything
contained herein to the contrary, the Holder may, in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless
exercise,” in which event the Company shall issue to the Holder the number of Warrant Shares in an exchange of securities effected
pursuant to Section 3(a)(9) of the Securities Act as determined as follows:


 


X = Y [(A-B)/A]


 


where:


 


“X” equals the number of Warrant Shares
to be issued to the Holder;


 


“Y” equals the total number of Warrant
Shares with respect to which this Warrant is then being exercised;


 


“A” equals the Closing Sale Price
per share of Common Stock as of the Trading Day on the date immediately preceding the Exercise Date; and


 


“B” equals the Exercise Price per
Warrant Share then in effect on the Exercise Date.


 


For purposes of Rule 144 promulgated under the Securities Act,
it is intended, understood and acknowledged that the Warrant Shares issued in such a “cashless exercise” transaction shall
be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the
Original Issue Date (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).
In the event that the Registration Statement or another registration statement registering the issuance of Warrant Shares is, for any
reason, not effective at the time of exercise of this Warrant, then this Warrant may only be exercised through a cashless exercise, as
set forth in this Section 10.


 


In no event will the exercise of this Warrant be settled in cash.


 


11. Limitations on Exercise.


 


(a) Notwithstanding anything to the contrary
contained herein, the Company shall not effect any exercise of this Warrant, and the Holder shall not be entitled to exercise this Warrant
for a number of Warrant Shares in excess of that number of Warrant Shares which, upon giving effect or immediately prior to such exercise,
would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Holder, its Affiliates and any other Persons
whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), to exceed 9.99% (the “Maximum Percentage”)
of the total number of issued and outstanding shares of Common Stock of the Company following such exercise, or (ii) the combined
voting power of the securities of the Company beneficially owned by the Holder and its Affiliates and any other Persons whose beneficial
ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act to exceed
9.99% of the combined voting power of all of the securities of the Company then outstanding following such exercise. For purposes of this
Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common
Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the case may be, filed with the Commission
prior to the Exercise Date, (y) a more recent public announcement by the Company or (z) any other notice by the Company or the
Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall
within three (3) Trading Days confirm in writing or by electronic mail to the Holder the number of shares of Common Stock then outstanding.
In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of
securities of the Company, including this Warrant, by the Holder since the date as of which such number of outstanding shares of Common
Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to
any other percentage not in excess of 19.99% specified in such notice; provided that any such increase or decrease will not be effective
until the sixty-first (61st) day after such notice is delivered to the Company. For purposes of this Section 11(a), the aggregate
number of shares of Common Stock or voting securities beneficially owned by the Holder and its Affiliates and any other Persons whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act shall include the shares of Common Stock issuable upon the exercise of this Warrant with respect to which such determination is being
made, but shall exclude the number of shares of Common Stock which would be issuable upon (x) exercise of the remaining unexercised
and non-cancelled portion of this Warrant by the Holder and (y) exercise or conversion of the unexercised, non-converted or non-cancelled
portion of any other securities of the Company that do not have voting power (including without limitation any securities of the Company
which would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, right,
option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the
holder thereof to receive, Common Stock), is subject to a limitation on conversion or exercise analogous to the limitation contained herein
and is beneficially owned by the Holder or any of its Affiliates and other Persons whose beneficial ownership of Common Stock would be
aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act.


 






     


     


    

 


(b) This Section 11 shall not
restrict the number of shares of Common Stock which a Holder may receive or beneficially own in order to determine the amount of securities
or other consideration that such Holder may receive in the event of a Fundamental Transaction as contemplated in Section 9(c) of
this Warrant.


 


12. No Fractional Shares. No fractional Warrant Shares will
be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the number
of Warrant Shares to be issued shall be rounded down to the next whole number and the Company shall pay the Holder in cash the fair market
value (based on the Closing Sale Price) for any such fractional shares.


 


13. Notices. Any and all notices or other communications or
deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or confirmed e-mail prior
to 5:30 P.M., New York City time, on a Trading Day, (ii) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile or confirmed e-mail on a day that is not a Trading Day or later than 5:30 P.M., New York City time, on any
Trading Day, (iii) the Trading Day following the date of mailing, if sent by nationally recognized overnight courier service specifying
next business day delivery, or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand delivery.
The addresses, facsimile numbers and e-mail addresses for such communications shall be:


 


If to the Company:


 


Replimune Group, Inc. 


Attention: Jean Franchi 


500 Unicorn Park 


Woburn, MA 01801 


Telephone: (781) 222-9600 


Fax: (781) 926-0870 


Email: jean.franchi@replimune.com


 


If to the Holder, to its address, facsimile number or e-mail
address set forth herein or on the books and records of the Company.


 


Or, in each of the above instances, to such other address, facsimile
number or e-mail address as the recipient party has specified by written notice given to each other party at least five (5) days
prior to the effectiveness of such change.


 


14. Warrant Agent. The Company shall initially serve as warrant
agent under this Warrant. Upon ten (10) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation
into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company
or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all
of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act.
Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage
prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.


 






     


     


    

 


15. Miscellaneous.


 


(a) No Rights as a Stockholder. The
Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed
the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the
Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock,
consolidation, merger, amalgamation, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or
otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise
of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase
any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted
by the Company or by creditors of the Company.


 


(b) Authorized Shares. Except and
to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its
certificate or articles of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this
Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may
be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant Shares above the amount payable therefor upon such
exercise immediately prior to such increase in par value, (b) take all such action as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and non-assessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction
thereof as may be necessary to enable the Company to perform its obligations under this Warrant.


 


(c) Successors and Assigns. Subject
to compliance with applicable securities laws, this Warrant may be assigned by the Holder. This Warrant may not be assigned by the Company
without the written consent of the Holder, except to a successor in the event of a Fundamental Transaction. This Warrant shall be binding
on and inure to the benefit of the Company and the Holder and their respective successors and assigns. Subject to the preceding sentence,
nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy
or cause of action under this Warrant. This Warrant may be amended only in writing signed by the Company and the Holder, or their successors
and assigns.


 


(d) Amendment and Waiver. Except as
otherwise provided herein, the provisions of the Warrants may be amended and the Company may take any action herein prohibited, or omit
to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Holder.


 


(e) Acceptance. Receipt of this Warrant
by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.


 


(f) Governing Law; Jurisdiction. ALL
QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH OF THE
COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF
NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED
HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF THE WARRANT OR ANY OF THE DOCUMENTS DELIVERED HEREUNDER), AND
HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO
THE JURISDICTION OF ANY SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS
TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT
DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PERSON AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE
PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY.


 






     


     


    

 


(g) Headings. The headings herein
are for convenience only, do not constitute a part of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.


 


(h) Severability. In case any one
or more of the provisions of this Warrant shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining
terms and provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company and the Holder will attempt
in good faith to agree upon a valid and enforceable provision which shall be a commercially reasonable substitute therefor, and upon so
agreeing, shall incorporate such substitute provision in this Warrant.


 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 






     


     


    

 


IN WITNESS WHEREOF, the Company has caused this
Warrant to be duly executed by its authorized officer as of the date first indicated above.


 


	 	REPLIMUNE GROUP, INC.
	 	 	 
	 	By: 	 
	 	 	Name: Jean Franchi
	 	 	Title: Chief Financial Officer



 


[Signature Page to Warrant]


 






     


     


    

 


SCHEDULE 1


 


FORM OF EXERCISE NOTICE


 


[To be executed by the Holder to purchase Warrant
Shares under the Warrant]


 


Ladies and Gentlemen:


 


(1) The undersigned is the Holder of Warrant No.     
(the “Warrant”) issued by Replimune Group, Inc., a Delaware corporation (the “Company”). Capitalized terms
used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.


 


(2) The undersigned hereby exercises its right to purchase Warrant
Shares pursuant to the Warrant.


 


(3) The Holder intends that payment of the Exercise Price shall
be made as (check one):


 


	 	 ̈	Cash Exercise 


 


	 	 ̈	“Cashless Exercise” under Section 10 of the Warrant 


 


(4) If the Holder has elected a Cash Exercise, the Holder shall
pay the sum of $ __________ in immediately available funds to the Company in accordance with the terms of the Warrant.


 


(5) Pursuant to this Exercise Notice, the Company shall deliver
to the Holder Warrant Shares determined in accordance with the terms of the Warrant. The Warrant Shares shall be delivered to the following
DWAC Account Number:                                                   


 


(6) By its delivery of this Exercise Notice, the undersigned represents
and warrants to the Company that in giving effect to the exercise evidenced hereby the Holder, its Affiliates and any other Person whose
beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange
Act will not beneficially own in excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11(a) of the Warrant to which this notice
relates.


 


	Dated:	 	 	 	 	 	 
	 	 	 	 
	Name of Holder:  	 	 	 	 	 	 
	 	 	 	 
	By:	 	 	 	 	 	 
	 	 	 	 
	Name:	 	 	 	 	 	 
	 	 	 	 
	Title:	 	 	 	 	 	 


 


(Signature must conform in all respects to name
of Holder as specified on the face of the Warrant)