Rubric Capital Management L.P.
Exhibit 10.1
Rubric Capital Management L.P.
000 Xxxx 00xx Xx, Xxxxx 0000
New York, NY 10017
15 April 2024
Re: Waiver of Section 1(f) of the Cooperation Agreement, dated October 28, 2022, between Mereo BioPharma Group plc (the “Company”) and Rubric Capital Management L.P. (“Rubric Capital”) (such agreement, the “Cooperation Agreement”) and Extension of the Termination Date.
To whom it may concern:
In recognition of the valuable contributions made by Xxxxxx Xxxxxxx to the Board of Directors (the “Board”) of the Company, the Board believes it would be in the best interests of the Company’s shareholders for Xx. Xxxxxxx to continue serving as a director of the Company, and for the Company to extend the date of the Termination Date.
Accordingly, the Company and Rubric Capital hereby irrevocably (i) waive the requirement under Section 1(f) of the Cooperation Agreement for Xx. Xxxxxxx to offer to resign from the Board and all applicable committees thereof upon the Termination Date, and (ii) extend the Termination Date until immediately following the end of the 2025 annual meeting of the Company’s shareholders.
Except as specifically amended herein, the Cooperation Agreement shall remain in full force and effect according to its terms. Section 20 (Governing Law and Jurisdiction) of the Cooperation Agreement shall apply in respect of this letter, amended as the context requires.
Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Cooperation Agreement.
[Signature page follows below]
4th Floor, 0 Xxxxxxxxx Xxxxx
London, W1G 0QF
T: x00 000 000 0000
xxx.xxxxxxxxxxxxxx.xxx
Mereo BioPharma Group plc is company registered in England and Wales under number 9481161 whose registered office is at 4th Floor, 0 Xxxxxxxxx Xxxxx, X0X 0XX.
Sincerely, | ||
MEREO BIOPHARMA GROUP PLC | ||
By: | /s/ Xxxxxx Xxxxx-Xxxxxx | |
Name: Xxxxxx Scots-Xxxxxx | ||
Title: Chief Executive Officer |
Acknowledged and Agreed: | ||
RUBRIC CAPITAL MANAGEMENT L.P. as Manager or Sub-Manager of its funds and accounts | ||
By: Rubric Capital Management GP LLC, its General Partner |
By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx | ||
Title: Managing Member |
4th Floor, 0 Xxxxxxxxx Xxxxx
London, W1G 0QF
T: x00 000 000 0000
xxx.xxxxxxxxxxxxxx.xxx
Mereo BioPharma Group plc is company registered in England and Wales under number 9481161 whose registered office is at 4th Floor, 0 Xxxxxxxxx Xxxxx, X0X 0XX.