DEED OF CONSENT AND AMENDMENT TO WARRANT INSTRUMENT

MEREO BIOPHARMA GROUP PLC, a public limited company incorporated in England and Wales with company number 04206001 whose registered office is at ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the “Company”); and

THE ALPHA-1 PROJECT, INC., a Delaware corporation, with office address at ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (“TAP”).

The Company adopted a warrant instrument on 2 November 2018 (the “Warrant Instrument”) constituting certain warrants to subscribe for Ordinary Shares in the capital of the Company.

The Company cancelled the admission to trading of its Ordinary Shares from the Alternative Investment Market (“AIM”) operated by the London Stock Exchange, with effect from 18 December 2020 (the “Delisting”). Since the Delisting, the only listing maintained by the Company has been that of American depositary receipts on NASDAQ, the tradeable entitlement representing American Depositary Shares (“ADSs”), each of which such ADSs represents five Ordinary Shares.

The parties are entering into this Deed to (i) make appropriate changes to the Warrant Instrument to accommodate the Delisting; (ii) amend certain additional terms of the Warrant Instrument to add a mechanism for delivery of ADSs to a Warrantholder following a valid exercise of Subscription Rights; and (iii) remove provisions relating to AIM-listed status which have ceased to be relevant following the Delisting.

INTERPRETATION

AMENDMENTS AND CONSENT

Each of the parties hereto agrees that from the Effective Date, the Warrant Instrument shall be amended in the manner provided in this clause 2.

With effect from the Effective Date the Warrant Instrument shall be amended so as to include all the changes marked within the version of the Warrant Instrument as set out at Schedule 1 (Amended Warrant Instrument). For the avoidance of doubt and for the future reference of the Warrantholders, the Company, their successors in title and any other persons with an interest in the Warrants or the terms of the Warrant Instrument (if any), Schedule 2 attaches a complete and clean copy of the amended Warrant Instrument which incorporates the changes implemented pursuant to this Deed.

For the purposes of clause 9.1 of the Warrant Instrument, by their execution of this Deed, TAP hereby grants Consent to the amendments herein and the provisions of this Deed (including the transactions contemplated herein).

MISCELLANEOUS

This Deed shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts.

This Deed may be executed in counterparts which together shall constitute one document.

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

SCHEDULE 1 FORM OF WARRANT CERTIFICATE

SECOND SCHEDULE TO THE WARRANT CERTIFICATE FORM OF TRANSFER

SCHEDULE 2 CONDITIONS

SCHEDULE 3 ISSUANCE AND DELIVERY INSTRUCTION

MEREO BIOPHARMA GROUP PLC, a company incorporated in England and Wales with number 09481161 whose registered office is at ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (“Company”).

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

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

Pursuant to the terms of the SRA (as defined below), TAP (as defined below) has agreed to provide up to US$ 400,000 to the Company, to help fund a proof-of-concept clinical trial (as described in the SRA), in exchange for the Company issuing TAP Warrants to subscribe for Warrant Shares and an additional Milestone Payment (as defined in the SRA), to be paid by the Company to TAP subject to the terms of the SRA.

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

DEFINITIONS AND INTERPRETATION

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

If the Ordinary Shares are then traded on a Recognised Investment Exchange, the Average Price shall be the volume weighted average price of one Warrant Share during the ten (10) consecutive trading day period prior to the relevant Issue Date, as converted into U.S. dollars (if necessary), by the Company applying the relevant pounds sterling to U.S. dollar exchange rate using the closing rate published by Bloomberg at 5:00 P.M., London time, the day prior to the Issue Date; or

if the Ordinary Shares are not traded on a Recognised Investment Exchange but ADSs are listed on Nasdaq, the implied price of one Ordinary Share (which shall be determined by dividing (x) being the volume weighted average price of one ADS during the ten (10) consecutive trading day period immediately prior to the relevant Issue Date by (y) being the number of Ordinary Shares currently represented by a single ADS in accordance with the ADS Exchange Ratio;

In this instrument, unless the context otherwise requires:

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

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

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

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

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

reference to a statutory provision includes reference to:

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

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

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

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

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

This instrument incorporates the schedules to it.

CONSTITUTION AND FORM OF WARRANTS

This instrument constitutes the Warrants in an amount of up to $400,000 (the “Warrant Amount”), which in aggregate give the Warrantholder(s) the right, upon the terms and subject to the conditions set out in this instrument, to subscribe in cash at a price per share equal to the Subscription Price for such number of Warrant Shares calculated in accordance with clause 3.

Each Warrantholder shall be entitled to subscribe in cash at the Subscription Price for that number of Warrant Shares in respect of which it is entitled to be recorded as the holder in the Register on the terms set out in this instrument. For the purposes of this clause 2.2, if the Warrants are exercised pursuant to the terms of this instrument, the Withheld Amount shall be applied by the Company as payment of the Subscription Price for the relevant Warrants.

The Warrants shall be in registered form.

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

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

No application will be made for the Warrants to be listed or dealt on any Recognised Investment Exchange.

The Warrants and the Warrant Shares issuable on exercise of the Warrants have not been and will not be registered (a) under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. The offer and sale of the Warrants and the Warrant Shares issuable on exercise of the Warrants are being made in the United States only to “accredited investors” (as defined in Regulation D of the US Securities Act) in transactions not involving a public offering or which are exempt from, or not subject to, the registration requirements of the Securities Act. The Warrants and the Warrant Shares issuable on exercise of the Warrants may not be offered, sold, transferred or delivered, directly or indirectly, in, into or within, or to any person in the United States or to any resident of the United States (a “U.S. Person”) or to or for the benefit of any such person except if he is such a person that his exercise or acquisition of the relevant Warrants is permitted by the securities laws of the relevant jurisdiction without any action being required by the Company under such securities laws. Each Notice of Subscription and each notice of transfer of a Warrant shall contain the provisions contained in the schedules to the Warrant Certificate attached to this Warrant Instrument and such other warranties and representations as may be required by applicable securities laws. The exercise or transfer of the Warrants, and the right of a Warrantholder to receive the Warrant Shares to be issued on the exercise of any Warrant, shall be subject to such requirements, conditions, restrictions, limitations or prohibitions (together referred to as “Restrictions”) as the Company may reasonably require for the purposes of ensuring that such exercise, transfer or issuance, complies with (or for avoiding any requirement by the Company to comply with or register any securities under) the securities laws of the United States and any other relevant jurisdiction and will only be effective to the extent that such Restrictions are complied with. The Directors of the Company may request from any person exercising a Warrant or who is a transferee of a Warrant such information as they may reasonably require for determining whether such Restrictions will be applicable and, if so, whether they will be complied with.

CALCULATION OF NUMBER OF WARRANT SHARES

CERTIFICATES

The Company shall issue to each Warrantholder a Warrant Certificate in respect of that number of Warrants to which it is entitled as soon as reasonably practicable following a Warrantholder becoming entitled to such Warrants in accordance with clause 3.

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

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

TIMING FOR EXERCISE OF SUBSCRIPTION RIGHTS

Subject to clause 5.2, the Subscription Rights may be exercised at any time from the Issue Date of Payment 3 until 17:00 GMT on the Final Date and shall be exercised in accordance with clause 6.

Notwithstanding any provision to the contrary in this instrument, in the event of a Change of Control or upon termination of the SRA, the Subscription Rights in respect of the Warrants in issue at that time will become immediately exercisable and shall be exercised in accordance with clause 6.

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

EXERCISE OF SUBSCRIPTION RIGHTS

At the time of an exercise of the Subscription Rights, pursuant to clause 5.1 or clause 5.2, a Warrantholder shall exercise all such Subscription Rights and not, for the avoidance of doubt, part of these Subscription Rights.

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

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

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

if and to the extent that the Ordinary Shares are to be delivered as ADSs pursuant to clause 6.3, a completed Issuance and Delivery Instruction in the form set out at Schedule 3 hereto (as such form may be amended from time to time by notice to the Warrantholder) duly completed and executed by the Warrantholder.

If at the time of an exercise of the Subscription Rights there is an effective registration statement covering the Warrant Shares to be issued on exercise, or the Company is to apply for registration pursuant to clause 7.1.4, the Warrantholder may, subject to clause 6.5, require in the Notice of Subscription that the Warrant Shares be delivered as ADSs in accordance with the corresponding Issuance and Delivery Instruction.

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

In the event that the Warrantholder requires the relevant Warrant Shares to be delivered as ADSs, the entitlement of such Warrantholder to ADSs shall be calculated using the ADS Exchange Ratio. No fractional ADSs will be issued, and any fractional entitlements to an ADS shall be issued to the relevant Warrantholder in the form of Ordinary Shares in accordance with clause 7, rounded down to the nearest whole share.

COMPLETION

Following a valid exercise of Subscription Rights by a Warrantholder, the Company shall in accordance with clause 7.3:

allot and issue credited as fully paid to the Warrantholder (or to its nominee or trustee as notified to the Company in the Notice of Subscription), or, in the Warrant Shares to which the Warrantholder is entitled by exercising the Subscription Rights (“Allotted Shares”)event that the Warrantholder has required pursuant to clause 6.2 that Ordinary Shares to be issued from the Exercise of Subscription Rights are to be delivered as ADSs, delivered a duly completed Issuance and Delivery Instruction, and there is an effective registration statement covering the Ordinary Shares to be issued on such exercise, issue to, deposit with (and otherwise register in the name of) the custodian of the Depositary (or its nominee) (“Allotted Shares”) and following such issuance and deposit the Company will direct the Depositary to issue an amount of ADSs via DTC (with such ADSs being eligible for listing on Nasdaq) in accordance with the corresponding Issuance and Delivery Instruction;

immediately following allotment and issue in accordance with clause 7.1.1, enter, or procure that the Company’s registrars enter the Warrantholder’s name (or (i) its nominee’s or trustee’s name, as appropriateor (ii) in the case of any Ordinary Shares to be delivered as ADSs, the custodian of the Depositary’s name) in the register of members of the Company as the holder of the Allotted Shares;

immediately following registration in accordance with clause 7.1.2, either send to the person identified by the Warrantholder pursuant to clause 7.1.1, free of charge, share certificate(s) in respect of the Allotted Shares or credit such aggregate number of Allotted Shares to the Warrantholder’s (or its nominee’s or trustee’s) CREST stock account(other than any Allotted Shares delivered as ADSs, in respect of which no share certificate shall be issued to the custodian of the Depositary); and

apply for the admission oflist the Warrant Shares to trading on (i) AIM, insofar as the Warrant Shares are listed on AIM or, (ii) on anyin the form of ADSs on NASDAQ or such other Recognised Investment Exchange on which thewhere such Warrant Shares are listed, at the time of the allotment and issue pursuant to clause 7.1.1, and shall use its reasonable endeavours to secure such admission to trading no later than tenthirty (1030) Business Days after such application.

The obligations of the Company under clause 7.1 shall be fulfilled:

where the Allotted Shares are to be delivered as Ordinary Shares, within ten (10) days after the Notice of Subscription is lodged at the registered office of the Company; or

where the Allotted Shares are to be delivered as ADSs, within tenthirty (1030) days after the Notice of Subscription is lodged at the registered office of the Company or as soon as reasonably practicable thereafter.

The Allotted Shares shall:

be allotted and issued fully paid;

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

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

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

TRANSFER OF WARRANTS

Subject to clause 8.2, the Warrants may be transferred in whole by any Warrantholder to any person, provided that the Company has given its prior written consent to such transfer.

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

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

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

MODIFICATION AND CESSATION OF RIGHTS

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

This instrument ceases to have effect on the earlier of:

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

the Final Date.

RESTRICTIONS ON AND UNDERTAKINGS OF THE COMPANY

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

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

ensure that the Directors have all necessary authorisations and disapplications of pre-emption (including under the Companies Act) to allot such number of Warrant Shares as will enable the Subscription Rights of the Warrantholder(s) to be satisfied in full at any time; and10.1.3 maintain the admission to trading of the Ordinary Shares on AIM, or any other Recognised Investment Exchange on which the Warrant Shares are traded from time to time.

MISCELLANEOUS

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

as required by law or any applicable regulations;

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

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

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

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

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

Governing Law

The provisions of this instrument and the Conditions and any dispute or claim arising out of or in connection with them (including any dispute or claim relating to non-contractual obligations) shall be subject to and governed by the laws of the State of Delaware and the Company and the Warrantholder(s) submit to the exclusive jurisdiction of the courts of the State of Delaware in relation to any such dispute or claim.

By:                                                                                  

Name:

Title: Director/Authorised Signatory

By:

Name:

Title: Director/Authorised Signatory

The Alpha-1 Project, Inc.

▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Number/percentage of shares

Name of proposed allottee

Address of proposed allottee

CREST Details

1

2

CREST DETAIL

we understand that the Warrant Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any Statestate or other jurisdiction of the United States, and that the Warrant Shares may not be reoffered, resold, pledged or otherwise transferred except (a) pursuant to an effective registration statement under the Securities Act, (b) outside the United States in an “offshore transaction” pursuant to Rule 903 or Rule 904 of Regulation S under the Securities Act (“Regulation S”); (c) in a transaction meeting the requirements of Rule 144Aprivate placement to an “accredited investor” as defined in Rule 501(a)(1), (2) (3) or (7) of Regulation D under the Securities Act (“Rule 144A”) (if available) to a person that we and any person acting on our behalf reasonably believes is a qualified institutional buyer as defined in Rule 144Apursuant to Section 4(a)(2) thereunder; (d) pursuant to Rule 144 under the Securities Act (“Rule 144”) (if available); or (d) pursuant to another exemption from the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any State or other jurisdiction of the United States. We understand that no representation can be made by the Company as to the availability of Rule 144,Section 4(a)(2), Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Warrant Shares. We accept the Warrant Shares subject to the foregoing restrictions on transfer and agree to notify any transferee to whom we subsequently reoffer, resell, pledge or otherwise transfer the Warrant Shares of the foregoing restrictions on transfer.

we are either (i) outside the United States and acquiring the Warrant Shares in an “offshore transaction” (within the meaning of Regulation S) or (ii) an “accredited investor” (as defined in Regulation D of the Securities Act);

we are not acquiring the Warrant Shares with a view to any distribution or resale, directly or indirectly, in the United States;

we acknowledge that the Warrant Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the Warrant Shares are “restricted securities”, we shall not deposit such shares in any restricted depositary facility established or maintained by a depositary bank; and

we understand that the Warrant Shares (to the extent they are in certificated form and as required by applicable law), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

Signature of Warrantholder:

Full name:

Address:

Lodged by: (agent to whom certificate(s) should be sent)

Name of agent:

Address:

The above exercise is acknowledged and accepted. Place and date:

MEREO BIOPHARMA GROUP PLC

By:

Title:

it understands that the Warrants have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any State or other jurisdiction of the United States, and that the Warrants may not be reoffered, resold, pledged or otherwise transferred except (a) pursuant to an effective registration statement under the Securities Act, (b) outside the United States in an “offshore transaction” pursuant to Rule 903 or Rule 904 of Regulation S under the Securities Act (“Regulation S”); (c) in a transaction meeting the requirements of Rule 144Aprivate placement to an “accredited investor” within the meaning of Section 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act (“Rule 144A”) (if available) to a person that it and any person acting on its behalf reasonably believes is a qualified institutional buyer as defined in Rule 144Apursuant to Section 4(a)(2) thereunder; (d) pursuant to Rule 144 under the Securities Act (“Rule 144”) (if available); or (d) pursuant to another exemption from the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any State or other jurisdiction of the United States. It understands that no representation can be made by the Company as to the availability of Section 4(a)(2), Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Warrants. It accepts the Warrants subject to the foregoing restrictions on transfer and agree to notify any transferee to whom it subsequently reoffer, resell, pledge or otherwise transfers the Warrants of the foregoing restrictions on transfer.

it is either (i) outside the United States and acquiring the Warrants in an “offshore transaction” (within the meaning of Regulation S) or (ii) an “accredited investor” (as defined in Regulation D of the Securities Act);

it is not acquiring the Warrants with a view to any distribution or resale, directly or indirectly, in the United States;

it acknowledges that the Warrants will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the Warrant s are “restricted securities”, it shall not deposit such warrants in any restricted depositary facility established or maintained by a depositary bank;

understands that the Warrants (to the extent they are in certificated form and as required by applicable law), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

An accurate Register will be kept and maintained at all times by the Company at its registered office and there shall be entered in the Register:

the names and addresses of the persons for the time being entitled to be registered as the holders of the Warrants;

the number of Warrants held for the time being by every registered holder; and

the date on which the name of every registered holder is entered in the Register in respect of the Warrants in its name.

Any change in the name or address of any Warrantholder shall promptly be notified to the Company which shall cause the Register to be altered accordingly. The Warrantholders or any of them and any person authorised by any Warrantholder shall be at liberty at all reasonable times during office hours to inspect the Register and to take copies of or extracts from it or any part of it.

The Company shall be entitled to treat each Warrantholder as the absolute owner of a Warrant and accordingly shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any equitable or other claim to or interest in a Warrant on the part of any other person, whether or not it shall have express or other notice of such a claim.

Each Warrantholder will be recognised by the Company as entitled to the Warrants free from any equity, set-off or cross-claim on the part of the Company against the original or any intermediate holder of the Warrants.

Each transfer of a Warrant shall be made by an instrument of transfer in the form or substantially in the form set out in the second schedule to the Warrant Certificate or in any other form which may be approved for the time being by the Directors.

The instrument of transfer of a Warrant shall be executed by or on behalf of the transferor and by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the Warrant until the name of the transferee is entered in the Register in respect of the Warrant being transferred.

The Directors may decline to recognise any instrument of transfer of a Warrant unless the instrument, executed by both the transferor and transferee, is deposited at the registered office of the Company accompanied by the Warrant Certificate for the Warrant to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The Directors may also decline to recognise or register any transfer of a Warrant if in the reasonable opinion of the Directors, having taken legal advice, such transfer would violate the securities laws of any country, state or jurisdiction, or require the Company to register the Warrants under the applicable securities laws of such country, state or jurisdiction. The Directors may waive production of any Warrant Certificate upon production to them of satisfactory evidence of the loss or destruction of the Warrant Certificate together with such indemnity as they may require.

No fee shall be charged for any registration of a transfer of a Warrant or for the registration of any other documents which in the opinion of the Directors require registration.

The registration of a transfer shall be conclusive evidence of the approval by the Directors of such a transfer.

Each Warrantholder shall register with the Company an address in the United Kingdom to which notices can be sent. If any Warrantholder fails to register an address with the Company, notice may be given to that Warrantholder by sending it by any of the methods referred to in paragraph 11 of this Schedule 2 to that Warrantholder’s last known place of business or residence or, if none, by exhibiting it for three days at the registered office for the time being of the Company.

Notices and other communications to Warrantholders may be given by personal delivery, prepaid letter by first class post or, subject to clause 1.3 of this instrument, fax or email. In proving service of any notice or other communication sent by post, it shall be sufficient to prove that the envelope containing the notice or other communication was properly addressed and stamped and was deposited in a post box or at the post office.

A notice or other communication given pursuant to the provisions of paragraph 11 of this Schedule 2 shall be deemed to have been served:

at the time of delivery, if delivered personally to the registered address;

on the second Business Day following its posting, if sent by prepaid letter by first class post to an address in the United Kingdom; and

at 09:00 hours on the Business Day following the despatch of the fax, if sent by fax.

All notices and other communications with respect to Warrants standing in the names of joint registered holders shall be given to whichever of such persons is named first in the Register and such notice so given shall be sufficient notice to all the registered holders of such Warrants.

Any person who, whether by operation of law, transfer or other means whatsoever, shall become entitled to any Warrant, shall be bound by every notice in respect of such Warrant which, prior to its name and address being entered on the Register, shall have been duly given to the person from which it derives its title to such Warrant.

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

Meetings of Warrantholders shall be convened and conducted in the same way as meeting of shareholders of the Company are convened and conducted. Accordingly, the provisions of Articles shall apply to meetings of the Warrantholders mutatis mutandis.

SCHEDULE 1 FORM OF WARRANT CERTIFICATE

SECOND SCHEDULE TO THE WARRANT CERTIFICATE FORM OF TRANSFER

SCHEDULE 2 CONDITIONS

SCHEDULE 3 ISSUANCE AND DELIVERY INSTRUCTION

MEREO BIOPHARMA GROUP PLC, a company incorporated in England and Wales with number 09481161 whose registered office is at ▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇ (“Company”).

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

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

Pursuant to the terms of the SRA (as defined below), TAP (as defined below) has agreed to provide up to US$ 400,000 to the Company, to help fund a proof-of-concept clinical trial (as described in the SRA), in exchange for the Company issuing TAP Warrants to subscribe for Warrant Shares and an additional Milestone Payment (as defined in the SRA), to be paid by the Company to TAP subject to the terms of the SRA.

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

DEFINITIONS AND INTERPRETATION

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

If the Ordinary Shares are then traded on a Recognised Investment Exchange, the Average Price shall be the volume weighted average price of one Warrant Share during the ten (10) consecutive trading day period prior to the relevant Issue Date, as converted into U.S. dollars (if necessary), by the Company applying the relevant pounds sterling to U.S. dollar exchange rate using the closing rate published by Bloomberg at 5:00 P.M., London time, the day prior to the Issue Date; or

if the Ordinary Shares are not traded on a Recognised Investment Exchange but ADSs are listed on Nasdaq, the implied price of one Ordinary Share (which shall be determined by dividing (x) being the volume weighted average price of one ADS during the ten (10) consecutive trading day period immediately prior to the relevant Issue Date by (y) being the number of Ordinary Shares currently represented by a single ADS in accordance with the ADS Exchange Ratio;

a nominee of the Warrantholders;

a regulated, reputable financial institution; and/or

a member of The Alpha-1 Project group of companies;

In this instrument, unless the context otherwise requires:

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

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

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

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

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

reference to a statutory provision includes reference to:

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

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

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

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

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

This instrument incorporates the schedules to it.

CONSTITUTION AND FORM OF WARRANTS

This instrument constitutes the Warrants in an amount of up to $400,000 (the “Warrant Amount”), which in aggregate give the Warrantholder(s) the right, upon the terms and subject to the conditions set out in this instrument, to subscribe in cash at a price per share equal to the Subscription Price for such number of Warrant Shares calculated in accordance with clause 3.

Each Warrantholder shall be entitled to subscribe in cash at the Subscription Price for that number of Warrant Shares in respect of which it is entitled to be recorded as the holder in the Register on the terms set out in this instrument. For the purposes of this clause 2.2, if the Warrants are exercised pursuant to the terms of this instrument, the Withheld Amount shall be applied by the Company as payment of the Subscription Price for the relevant Warrants.

The Warrants shall be in registered form.

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

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

No application will be made for the Warrants to be listed or dealt on any Recognised Investment Exchange.

The Warrants and the Warrant Shares issuable on exercise of the Warrants have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or with any securities regulatory authority of any state or other jurisdiction of the United States. The offer and sale of the Warrants and the Warrant Shares issuable on exercise of the Warrants are being made in the United States only to “accredited investors” (as defined in Regulation D of the Securities Act) in transactions not involving a public offering or which are exempt from, or not subject to, the registration requirements of the Securities Act. The Warrants and the Warrant Shares issuable on exercise of the Warrants may not be offered, sold, transferred or delivered, directly or indirectly, in, into or within, or to any person in the United States or to any resident of the United States (a “U.S. Person”) or to or for the benefit of any such person except if he is such a person that his exercise or acquisition of the relevant Warrants is permitted by the securities laws of the relevant jurisdiction. Each Notice of Subscription and each notice of transfer of a Warrant shall contain the provisions contained in the schedules to the Warrant Certificate attached to this Warrant Instrument and such other warranties and representations as may be required by applicable securities laws. The exercise or transfer of the Warrants, and the right of a Warrantholder to receive the Warrant Shares to be issued on the exercise of any Warrant, shall be subject to such requirements, conditions, restrictions, limitations or prohibitions (together referred to as “Restrictions”) as the Company may reasonably require for the purposes of ensuring that such exercise, transfer or issuance, complies with (or for avoiding any requirement by the Company to comply with or register any securities under) the securities laws of the United States and any other relevant jurisdiction and will only be effective to the extent that such Restrictions are complied with. The Directors of the Company may request from any person exercising a Warrant or who is a transferee of a Warrant such information as they may reasonably require for determining whether such Restrictions will be applicable and, if so, whether they will be complied with.

CALCULATION OF NUMBER OF WARRANT SHARES

CERTIFICATES

The Company shall issue to each Warrantholder a Warrant Certificate in respect of that number of Warrants to which it is entitled as soon as reasonably practicable following a Warrantholder becoming entitled to such Warrants in accordance with clause 3.

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

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

TIMING FOR EXERCISE OF SUBSCRIPTION RIGHTS

Subject to clause 5.2, the Subscription Rights may be exercised at any time from the Issue Date of Payment 3 until 17:00 GMT on the Final Date and shall be exercised in accordance with clause 6.

Notwithstanding any provision to the contrary in this instrument, in the event of a Change of Control or upon termination of the SRA, the Subscription Rights in respect of the Warrants in issue at that time will become immediately exercisable and shall be exercised in accordance with clause 6.

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

EXERCISE OF SUBSCRIPTION RIGHTS

At the time of an exercise of the Subscription Rights, pursuant to clause 5.1 or clause 5.2, a Warrantholder shall exercise all such Subscription Rights and not, for the avoidance of doubt, part of these Subscription Rights.

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

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

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

if and to the extent that the Ordinary Shares are to be delivered as ADSs pursuant to clause 6.3, a completed Issuance and Delivery Instruction in the form set out at Schedule 3 hereto (as such form may be amended from time to time by notice to the Warrantholder) duly completed and executed by the Warrantholder.

If at the time of an exercise of the Subscription Rights there is an effective registration statement covering the Warrant Shares to be issued on exercise, or the Company is to apply for registration pursuant to clause 7.1.4, the Warrantholder may, subject to clause 6.5, require in the Notice of Subscription that the Warrant Shares be delivered as ADSs in accordance with the corresponding Issuance and Delivery Instruction.

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

In the event that the Warrantholder requires the relevant Warrant Shares to be delivered as ADSs, the entitlement of such Warrantholder to ADSs shall be calculated using the ADS Exchange Ratio. No fractional ADSs will be issued, and any fractional entitlements to an ADS shall be issued to the relevant Warrantholder in the form of Ordinary Shares in accordance with clause 7, rounded down to the nearest whole share.

COMPLETION

Following a valid exercise of Subscription Rights by a Warrantholder, the Company shall in accordance with clause 7.3:

allot and issue credited as fully paid to the Warrantholder (or to its nominee or trustee as notified to the Company in the Notice of Subscription), or, in the event that the Warrantholder has required pursuant to clause 6.2 that Ordinary Shares to be issued from the Exercise of Subscription Rights are to be delivered as ADSs, delivered a duly completed Issuance and Delivery Instruction, and there is an effective registration statement covering the Ordinary Shares to be issued on such exercise, issue to, deposit with (and otherwise register in the name of) the custodian of the Depositary (or its nominee) (“Allotted Shares”) and following such issuance and deposit the Company will direct the Depositary to issue an amount of ADSs via DTC (with such ADSs being eligible for listing on Nasdaq) in accordance with the corresponding Issuance and Delivery Instruction;

immediately following allotment and issue in accordance with clause 7.1.1, enter, or procure that the Company’s registrars enter the Warrantholder’s name (or (i) its nominee’s or trustee’s name, or (ii) in the case of any Ordinary Shares to be delivered as ADSs, the custodian of the Depositary’s name) in the register of members of the Company as the holder of the Allotted Shares;

immediately following registration in accordance with clause 7.1.2, send to the person identified by the Warrantholder pursuant to clause 7.1.1, free of charge, share certificate(s) in respect of the Allotted Shares (other than any Allotted Shares delivered as ADSs, in respect of which no share certificate shall be issued to the custodian of the Depositary); and

list the Warrant Shares in the form of ADSs on NASDAQ or such other Recognised Investment Exchange where such Warrant Shares are listed at the time of the allotment and issue pursuant to clause 7.1.1, and shall use its reasonable endeavours to secure such admission to trading no later than thirty (30) Business Days after such application.

The obligations of the Company under clause 7.1 shall be fulfilled:

where the Allotted Shares are to be delivered as Ordinary Shares, within ten (10) days after the Notice of Subscription is lodged at the registered office of the Company; or

where the Allotted Shares are to be delivered as ADSs, within thirty (30) days after the Notice of Subscription is lodged at the registered office of the Company or as soon as reasonably practicable thereafter.

The Allotted Shares shall:

be allotted and issued fully paid;

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

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

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

TRANSFER OF WARRANTS

Subject to clause 8.2, the Warrants may be transferred in whole by any Warrantholder to any person, provided that the Company has given its prior written consent to such transfer.

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

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

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

MODIFICATION AND CESSATION OF RIGHTS

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

This instrument ceases to have effect on the earlier of:

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

the Final Date.

RESTRICTIONS ON AND UNDERTAKINGS OF THE COMPANY

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

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

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

MISCELLANEOUS

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

as required by law or any applicable regulations;

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

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

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

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

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

The provisions of this instrument and the Conditions and any dispute or claim arising out of or in connection with them (including any dispute or claim relating to non-contractual obligations) shall be subject to and governed by the laws of the State of Delaware and the Company and the Warrantholder(s) submit to the exclusive jurisdiction of the courts of the State of Delaware in relation to any such dispute or claim.

MEREO BIOPHARMA GROUP PLC

The Alpha-1 Project, Inc.

▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

                 Warrant Shares to be issued to the Warrantholder (or its nominee or trustee) as Ordinary Shares pursuant to the Warrant Instrument;

                 Warrant Shares to be issued to the custodian of the Depositary for delivery to the Warrantholder as ADSs pursuant to the Warrant Instrument.

Number/percentage of shares

Name of proposed allottee

Address of proposed allottee

we understand that the Warrant Shares have not been, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any state or other jurisdiction of the United States, and that the Warrant Shares may not be reoffered, resold, pledged or otherwise transferred except (a) pursuant to an effective registration statement under the Securities Act, (b) outside the United States in an “offshore transaction” pursuant to Rule 903 or Rule 904 of Regulation S under the Securities Act (“Regulation S”); (c) in a private placement to an “accredited investor” as defined in Rule 501(a)(1), (2) (3) or (7) of Regulation D under the Securities Act pursuant to Section 4(a)(2) thereunder; (d) pursuant to Rule 144 under the Securities Act (“Rule 144”) (if available); or (d) pursuant to another exemption from the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any State or other jurisdiction of the United States. We understand that no representation can be made by the Company as to the availability of Section 4(a)(2), Rule 144or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Warrant Shares. We accept the Warrant Shares subject to the foregoing restrictions on transfer and agree to notify any transferee to whom we subsequently reoffer, resell, pledge or otherwise transfer the Warrant Shares of the foregoing restrictions on transfer.

we are either (i) outside the United States and acquiring the Warrant Shares in an “offshore transaction” (within the meaning of Regulation S) or (ii) an “accredited investor” (as defined in Regulation D of the Securities Act);

we are not acquiring the Warrant Shares with a view to any distribution or resale, directly or indirectly, in the United States;

we acknowledge that the Warrant Shares will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the Warrant Shares are “restricted securities”, we shall not deposit such shares in any restricted depositary facility established or maintained by a depositary bank; and

we understand that the Warrant Shares (to the extent they are in certificated form and as required by applicable law), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

it understands that the Warrants have not been, registered under the US Securities Act of 1933, as amended (the “Securities Act”) or with any State or other jurisdiction of the United States, and that the Warrants may not be reoffered, resold, pledged or otherwise transferred except (a) pursuant to an effective registration statement under the Securities Act, (b) outside the United States in an “offshore transaction” pursuant to Rule 903 or Rule 904 of Regulation S under the Securities Act (“Regulation S”); (c) in a private placement to an “accredited investor” within the meaning of Section 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act pursuant to Section 4(a)(2) thereunder; (d) pursuant to Rule 144 under the Securities Act (“Rule 144”) (if available); or (d) pursuant to another exemption from the registration requirements of the Securities Act, in each case in compliance with all applicable securities laws of the United States or any State or other jurisdiction of the United States. It understands that no representation can be made by the Company as to the availability of Section 4(a)(2), Rule 144, or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Warrants. It accepts the Warrants subject to the foregoing restrictions on transfer and agree to notify any transferee to whom it subsequently reoffer, resell, pledge or otherwise transfers the Warrants of the foregoing restrictions on transfer.

it is either (i) outside the United States and acquiring the Warrants in an “offshore transaction” (within the meaning of Regulation S) or (ii) an “accredited investor” (as defined in Regulation D of the Securities Act);

it is not acquiring the Warrants with a view to any distribution or resale, directly or indirectly, in the United States;

it acknowledges that the Warrants will be “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and, for so long as the Warrant s are “restricted securities”, it shall not deposit such warrants in any restricted depositary facility established or maintained by a depositary bank;

understands that the Warrants (to the extent they are in certificated form and as required by applicable law), unless otherwise determined by the Company in accordance with applicable law, will bear a legend substantially to the following effect:

for and on behalf of

[NAME OF WARRANTHOLDER]

for and on behalf of

[NAME OF TRANSFEREE]

An accurate Register will be kept and maintained at all times by the Company at its registered office and there shall be entered in the Register:

the names and addresses of the persons for the time being entitled to be registered as the holders of the Warrants;

the number of Warrants held for the time being by every registered holder; and

the date on which the name of every registered holder is entered in the Register in respect of the Warrants in its name.

Any change in the name or address of any Warrantholder shall promptly be notified to the Company which shall cause the Register to be altered accordingly. The Warrantholders or any of them and any person authorised by any Warrantholder shall be at liberty at all reasonable times during office hours to inspect the Register and to take copies of or extracts from it or any part of it.

The Company shall be entitled to treat each Warrantholder as the absolute owner of a Warrant and accordingly shall not, except as ordered by a court of competent jurisdiction or as required by law, be bound to recognise any equitable or other claim to or interest in a Warrant on the part of any other person, whether or not it shall have express or other notice of such a claim.

Each Warrantholder will be recognised by the Company as entitled to the Warrants free from any equity, set-off or cross-claim on the part of the Company against the original or any intermediate holder of the Warrants.

Each transfer of a Warrant shall be made by an instrument of transfer in the form or substantially in the form set out in the second schedule to the Warrant Certificate or in any other form which may be approved for the time being by the Directors.

The instrument of transfer of a Warrant shall be executed by or on behalf of the transferor and by or on behalf of the transferee. The transferor shall be deemed to remain the holder of the Warrant until the name of the transferee is entered in the Register in respect of the Warrant being transferred.

The Directors may decline to recognise any instrument of transfer of a Warrant unless the instrument, executed by both the transferor and transferee, is deposited at the registered office of the Company accompanied by the Warrant Certificate for the Warrant to which it relates, and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The Directors may also decline to recognise or register any transfer of a Warrant if in the reasonable opinion of the Directors, having taken legal advice, such transfer would violate the securities laws of any country, state or jurisdiction, or require the Company to register the Warrants under the applicable securities laws of such country, state or jurisdiction. The Directors may waive production of any Warrant Certificate upon production to them of satisfactory evidence of the loss or destruction of the Warrant Certificate together with such indemnity as they may require.

No fee shall be charged for any registration of a transfer of a Warrant or for the registration of any other documents which in the opinion of the Directors require registration.

The registration of a transfer shall be conclusive evidence of the approval by the Directors of such a transfer.

Each Warrantholder shall register with the Company an address in the United Kingdom to which notices can be sent. If any Warrantholder fails to register an address with the Company, notice may be given to that Warrantholder by sending it by any of the methods referred to in paragraph 11 of this Schedule 2 to that Warrantholder’s last known place of business or residence or, if none, by exhibiting it for three days at the registered office for the time being of the Company.

Notices and other communications to Warrantholders may be given by personal delivery, prepaid letter by first class post or, subject to clause 1.3 of this instrument, fax or email. In proving service of any notice or other communication sent by post, it shall be sufficient to prove that the envelope containing the notice or other communication was properly addressed and stamped and was deposited in a post box or at the post office.

A notice or other communication given pursuant to the provisions of paragraph 11 of this Schedule 2 shall be deemed to have been served:

at the time of delivery, if delivered personally to the registered address;

on the second Business Day following its posting, if sent by prepaid letter by first class post to an address in the United Kingdom; and

at 09:00 hours on the Business Day following the despatch of the fax, if sent by fax.

All notices and other communications with respect to Warrants standing in the names of joint registered holders shall be given to whichever of such persons is named first in the Register and such notice so given shall be sufficient notice to all the registered holders of such Warrants.

Any person who, whether by operation of law, transfer or other means whatsoever, shall become entitled to any Warrant, shall be bound by every notice in respect of such Warrant which, prior to its name and address being entered on the Register, shall have been duly given to the person from which it derives its title to such Warrant.

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

Meetings of Warrantholders shall be convened and conducted in the same way as meeting of shareholders of the Company are convened and conducted. Accordingly, the provisions of Articles shall apply to meetings of the Warrantholders mutatis mutandis.

Number of ADSs (CUSIP No.: ▇▇▇▇▇▇▇▇▇; each

ADS representing five (5) Shares to be issued: