Proskauer Rose Sample Contracts

Virnetx Holding Corp – $50,000,000 At-The-Market Offering Program Sales Agreement (August 31st, 2018)
30,680 Shares of Series D Convertible Preferred Stock Par Value $0.01 FUELCELL ENERGY, INC. UNDERWRITING AGREEMENT (August 29th, 2018)
Fourth Amendment to Loan and Security Agreement (August 29th, 2018)

THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment"), dated as of August 29, 2018 (the "Amendment Effective Date"), is entered into by and among FuelCell Energy, Inc., a Delaware corporation ("Parent"), Versa Power Systems, Inc., a Delaware corporation ("Versa Delaware"), Versa Power Systems Ltd. a corporation organized under the laws of Alberta, Canada ("Versa Canada"), and each of Parent's Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan and Security Agreement (hereinafter collectively referred to as the "Borrowers" and each, a "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto as Lender, constituting the Required Lenders, and HERCULES CAPITAL, INC., a Maryland corporation, in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, together with its successors and assigns in such capacity, "Agent").

Global Net Lease, Inc. – UNDERWRITING AGREEMENT 4,000,000 Shares of Common Stock (August 17th, 2018)

Global Net Lease, Inc., a Maryland corporation (the "Company"), and Global Net Lease Operating Partnership, L.P., a Delaware limited partnership (the "Operating Partnership"), jointly and severally, confirm their agreement with BMO Capital Markets Corp. and UBS Securities LLC, acting as representatives (the "Representatives") of the Underwriters named in Schedule I hereto (the "Underwriters"), with respect to the issue and sale by the Company and the purchase by the Underwriters subject to the terms and conditions stated in this agreement (this "Agreement"), of an aggregate of 4,000,000 shares (the "Firm Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"). The Company has also agreed to grant to the Underwriters an option to purchase up to an additional 600,000 shares of Common Stock (the "Option Shares"). The Firm Shares and the Option Shares are hereinafter collectively referred to as the "Shares."

Gladstone Investment Corporation – GLADSTONE INVESTMENT CORPORATION Shares of Preferred Stock UNDERWRITING AGREEMENT (August 16th, 2018)
Inland Real Estate Income Trust, Inc. – Amended and Restated Credit Agreement Dated as of August 1, 2018 Among Inland Real Estate Income Trust, Inc. As Borrower, Keybank National Association as Administrative Agent, Keybanc Capital Markets Inc. As Joint Lead Arranger, Pnc Capital Markets Llc as Joint Lead Arranger, Merrill Lynch Pierce, Fenner & Smith Incorporated as Joint Lead Arranger, Pnc Bank, N.A. As Co-Syndication Agent, Bank of America, N.A. As Co-Syndication Agent, (August 7th, 2018)

This Amended and Restated Credit Agreement (the "Agreement") dated as of August 1, 2018, among Inland Real Estate Income Trust, Inc., a corporation organized under the laws of the State of Maryland (the "Borrower"), KeyBank National Association, a national banking association, and the several other banks, financial institutions and entities from time to time parties to this Agreement (collectively, the "Lenders"), and KeyBank National Association, not individually, but as "Administrative Agent", amends and restates that certain Credit Agreement dated as of September 30, 2015, among the Borrower, certain of the Lenders, and KeyBank National Association as Administrative Agent, as amended by that certain Amendment Regarding Increase dated as of January 21, 2016, that certain Second Amendment to Credit Agreement dated as of October 25, 2016 and that certain Third Amendment to Credit Agreement dated as of April 17, 2017 (collectively, the "Original Credit Agreement").

Carlyle Group L.P. – AMENDED AND RESTATED OFFICE LEASE by and Between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA for the Benefit of Its Real Estate Account ("Landlord") and CARLYLE INVESTMENT MANAGEMENT L.L.C. ("Tenant") Dated as Of (August 1st, 2018)

THIS AMENDED AND RESTATED OFFICE LEASE (this "Lease") is made as of June 14th, 2018 ("Effective Date") between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a New York corporation, for the benefit of its Real Estate Account ("Landlord"), and the CARLYLE INVESTMENT MANAGEMENT L.L.C., a Delaware limited liability company ("Tenant"). Tenant and Landlord may be referred to herein each individually as a "Party" and together, as the "Parties".

Smart & Final Stores, Inc. – SMART & FINAL STORES, INC. Restricted Stock Agreement Pursuant to the Smart & Final Stores, Inc. 2014 Stock Incentive Plan (July 26th, 2018)

AGREEMENT (this Agreement), dated as of May 14, 2018, between Smart & Final Stores, Inc., a Delaware corporation (the Company and, collectively with its controlled Affiliates, the Employer), and David Hirz (the Participant).

Class a Common Stock BEASLEY BROADCAST GROUP, INC. UNDERWRITING AGREEMENT (July 26th, 2018)
Startek – Re: Employment Offer as President and Global Chief Executive Officer Dear Lance: (July 20th, 2018)

CSP Alpha Midco Pte Ltd. ("CSP Midco"), is pleased to offer you the position of President and Global Chief Executive Officer of StarTek, Inc., a Delaware corporation (the "Company", and with its affiliates, the "Company Group"), reporting to the Board of Directors of the Company (the "Board"), effective immediately following the consummation of the transactions contemplated by the Transaction Agreement dated March 14, 2018, by and among the Company, CSP Midco, and CSP Alpha Holdings Parent Pte Ltd. as amended by that certain First Amendment to Transaction Agreement, dated as of July 3, 2018 (as may be further amended from time to time, the "Transaction Agreement"), subject to approval of this letter agreement (this "Agreement") by the Board and contingent upon satisfaction of the pre-employment conditions set forth below and your acceptance of this Agreement (the date on which your employment becomes effective, the "Start Date"). This Agreement will be effective immediately prior to,

GP Investments Acquisition Corp. – Rimini Street, Inc. Registration Rights Agreement (July 19th, 2018)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made as of July 19, 2018 (the "Effective Date"), among Rimini Street, Inc., a Delaware corporation (the "Company"), and each of the investors listed on the signature pages hereto under the caption "Investors" (collectively, with their transferees and assignees that are permitted pursuant to the Securities Purchase Agreement or Promissory Notes, as applicable, and this Agreement, as applicable, the "Investors"). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1.

Exchange Agreement (July 16th, 2018)

This EXCHANGE AGREEMENT (this Agreement), dated as of July 11, 2018 by and among Altimmune, Inc., a Delaware corporation with headquarters located at 910 Clopper Road, Suite 201S, Gaithersburg, Maryland 20878 (the Company), and the investor listed on the signature page attached hereto under the heading Holder (the Holder). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement or the Certificate of Designations (each as defined below), as applicable.

Birks & Mayors Inc – CREDIT AGREEMENT by and Among CRYSTAL FINANCIAL LLC, as Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and BIRKS GROUP INC., as Borrower Dated as of June 29, 2018 (July 3rd, 2018)

THIS CREDIT AGREEMENT (this Agreement), is entered into as of June 29, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a Lender, as that term is hereinafter further defined), CRYSTAL FINANCIAL LLC as administrative agent for each member of the Lender Group (in such capacity, together with its successors and assigns in such capacity, Agent), BIRKS GROUP INC. and together with each other Person organized under the laws of Canada or a province thereof that joins hereunder as a Borrower after the Closing Date in accordance with the terms hereof (each, a Borrower and all references herein to Borrower shall include each such additional Borrower who so joins).

HENRY SCHEIN, INC. $50,000,000 3.79% Series 2010-A Senior Notes Due September 2, 2020 $50,000,000 3.45% Series 2012-A Senior Notes Due January 20, 2024 $50,000,000 3.00% Series 2012-B Senior Notes Due December 24, 2024 $50,000,000 3.19% Series 2014-A Senior Notes Due June 2, 2021 $50,000,000 3.42% Series 2017-A Senior Notes Due June 16, 2027 $50,000,000 3.32% Series 2018-A Senior Notes Due January 2, 2028 $200,000,000 (Or the Dollar Equivalent in Other Available Currencies) Private Shelf Facility SECOND AMENDED AND RESTATED MULTICURRENCY PRIVATE SHELF AGREEMENT Dated June 29, 2018 (July 2nd, 2018)

2012-B Purchasers purchased from the Company, the Companys 3.00% Series 2012-B Senior Notes due December 24, 2024, in the original aggregate principal amount of $50,000,000 (the Original Series 2012-B Notes), (d) the Company issued and sold to the Series 2014-A Purchasers, and the Series 2014-A Purchasers purchased from the Company, the Companys 3.19% Series 2014-A Senior Notes due June 2, 2021, in the original aggregate principal amount of $50,000,000 (the Original Series 2014-A Notes), (e) the Company issued and sold to the Series 2017-A Purchasers, and the Series 2017-A Purchasers purchased from the Company, the Companys 3.42% Series 2017-A Senior Notes due June 16, 2027, in the original aggregate principal amount of $50,000,000 (the Original Series 2017-A Notes), and (f) the Company issued and sold to the Series 2018-A Purchasers, and the Series 2018-A Purchasers purchased from the Company, the Companys 3.32% Series 2018-A Senior Notes due January 2, 2028, in the original aggregate

HENRY SCHEIN, INC. $50,000,000 3.42% Series 2017-A Senior Notes Due June 16, 2027 $50,000,000 3.32% Series 2018-A Senior Notes Due January 2, 2028 $100,000,000 (Or the Dollar Equivalent in Other Available Currencies) Master Note Facility SECOND AMENDED AND RESTATED MULTICURRENCY MASTER NOTE PURCHASE AGREEMENT Dated June 29, 2018 (July 2nd, 2018)

TO METROPOLITAN LIFE INSURANCE COMPANY (MLIC) AND METLIFE INVESTMENT ADVISORS COMPANY, LLC (MLIAC, and together with MLIC, MetLife)

SECTION HEADING PAGE SECTION 1. AUTHORIZATION OF NOTES 1 Section 1.1. Background 1 Section 1.2. Amendment and Restatement of Existing Master Note Facility 2 Section 1.3. Amendment and Restatement of Original Notes 2 Section 1.4. Authorization 3 SECTION 2. NOTE FACILITY 4 Section 2.1. Facility 4 Section 2.2. Issuance Period 4 Section 2.3. Periodic Spread Information 5 Section 2.4. Request for Purchase 5 Section 2.5. Spread Quotes 6 Section 2.6. Acceptance 6 Section 2.7. Market Disruption 7 SECTION 3. CLOSINGS 7 Section 3.1. Facility Closings 7 Section 3.2. Facility Fee 8 Section 3.3. Updates to (July 2nd, 2018)

Henry Schein, Inc. a Delaware corporation (the Company), agrees with NYL Investors LLC (as successor in interest to New York Life Investment Management LLC), a Delaware limited liability company (New York Life) and each New York Life Affiliate (as defined herein) which becomes bound by this Agreement as provided herein (each, a Purchaser and, collectively, the Purchasers) as follows. Certain capitalized and other terms used in this Agreement are defined in Schedule A; references to a Schedule or an Exhibit are to a Schedule or an Exhibit attached to this Agreement unless otherwise specified, and references to any time of day are to New York City local time unless otherwise specified.

First Amendment (July 2nd, 2018)

CREDIT AGREEMENT, dated as of April 18, 2017, among (i) Henry Schein, Inc., a Delaware corporation (the Parent Borrower), (ii) the several Lenders party hereto (the Lenders), (iii) JPMorgan Chase Bank, N.A., as administrative agent and (iv) U.S. Bank National Association, as syndication agent (in such capacity, the Syndication Agent).

GP Investments Acquisition Corp. – Securities Purchase Agreement (June 18th, 2018)

Securities Purchase Agreement (this "Agreement"), dated June 18, 2018, by and among (i) Rimini Street, Inc., a Delaware corporation (the "Company"), (ii) VPC Special Opportunities Fund III Onshore, L.P., a Delaware limited partnership ("VPC"), (iii) Adams Street Rimini Aggregator LLC, a Delaware limited liability company, Adams Street 2007 Direct Fund, L.P., a Delaware limited partnership, Adams Street 2008 Direct Fund, L.P., a Delaware limited partnership, and Adams Street 2009 Direct Fund, L.P., a Delaware limited partnership, (collectively, "ASP"), (iv) Radcliff River I LLC, a Delaware limited liability company ("Radcliff"), (v) Colbeck Strategic Lending Master, L.P., an exempted limited partnership registered under the laws of the Cayman Islands ("Colbeck"), (vi) Kingstown Partners Master Ltd., an exempted company registered under the laws of the Cayman Islands, Kingstown Partners II, L.P., a Delaware limited partnership, Ktown, LP, a Delaware limited partnership, and Kingfishers L

Translate Bio, Inc. – Translate Bio, Inc. Shares Common Stock ($0.001 Par Value Per Share) Underwriting Agreement (June 12th, 2018)
American Realty Capital New York City REIT, Inc. – Settlement Agreement (May 14th, 2018)

This Settlement Agreement (this "Agreement") is made and entered into as of February 9, 2018 by and among American Realty Capital New York City REIT, Inc., a Maryland corporation (the "Company"), and the other entities and natural persons set forth on the signature page hereto (collectively, "Cove") (each of the Company and each person constituting Cove is hereafter referred to as a "Party" to this Agreement, and collectively as the "Parties").

Ares Management Lp – Amended and Restated Investor Rights Agreement by and Among Ares Management, L.P., Ares Management Gp Llc, Ares Owners Holdings L.P., Arec Holdings Ltd., (May 7th, 2018)

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Agreement") is entered into as of May 4, 2018 and effective as of March 1, 2018 (the "Effective Date"), by and among (i) Ares Management, L.P, a Delaware limited partnership (the "Issuer"), (ii) Ares Management GP LLC, a Delaware limited partnership ("Ares GP"), (iii) Ares Owners Holdings L.P., a Delaware limited partnership ("Ares LP"), (iv) AREC Holdings Ltd., a Cayman exempted corporation, (v) Blue Spectrum ZA 2015, L.P., a Cayman exempted limited partnership, (vi) Alleghany Insurance Holdings LLC, a Delaware limited liability company ("Alleghany" and, together with AREC, the "Minority Investors") and (vii) each other holder of equity interests in any Company who hereafter delivers a written agreement to be bound by the terms hereof in the form of Exhibit A. Certain capitalized terms used herein are defined in Section 5.1.

Ares Management Lp – Amended and Restated Tax Receivable Agreement (May 7th, 2018)

This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (the "Agreement"), entered into as of May 4, 2018 and effective as of March 1, 2018 (the "Effective Date"), is entered into by and among Ares Management, L.P., a Delaware limited Partnership (the "Parent"), Ares Holdings Inc., a Delaware corporation ("Holdings Inc."), Ares Offshore Holdings Ltd., a Cayman Islands exempted company ("Offshore Holdings Ltd."), Ares AI Holdings L.P., a Delaware limited partnership ("AI Holdings" and together with the Parent, Holdings, Inc. and Offshore Holdings Ltd., the "AOG Topco Entities"), Ares Holdings L.P., a Delaware limited partnership ("Ares Holdings"), Ares Offshore Holdings L.P. ("Ares Offshore"), Ares Investments L.P., ("Ares Investments" and together with Ares Holdings, Ares Offshore and all other Persons (as defined herein) in which the AOG Topco Entities acquire a partnership interest or similar interest after the Effective Date and who execute and deliver a joinder contemplated in Section 7

Herbalife – Employment Agreement (May 3rd, 2018)

This Employment Agreement (the "Agreement"), dated as of March 27, 2008 (the "Effective Date"), is made and entered into by and among Michael O. Johnson ("Executive"), HERBALIFE INTERNATIONAL OF AMERICA, INC., a Nevada corporation (the "Company") and, solely for purposes of Section 2(a) hereof, HERBALIFE LTD., an entity organized under the laws of the Cayman Islands ("Parent").

American Realty Capital Trust V, Inc. – Credit Agreement Dated as of April 26, 2018 Among American Finance Operating Partnership, L.P., as Borrower the Guarantors From Time to Time Party Hereto, the Lenders From Time to Time Party Hereto, Citizens Bank, N.A. And SunTrust Robinson Humphrey, Inc., as Syndication Agents and Bmo Harris Bank N.A., as Administrative Agent Bmo Capital Markets Corp., Citizens Bank, N.A. And Suntrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Book Runners (May 2nd, 2018)

This Credit Agreement (this "Agreement") is entered into as of April 26, 2018, by and among AMERICAN FINANCE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the "Borrower"), the Guarantors from time to time party to this Agreement, the several financial institutions from time to time party to this Agreement, as Lenders, CITIZENS BANK, N.A. AND SUNTRUST ROBINSON HUMPHREY, INC., as Syndication Agents, and BMO HARRIS BANK N.A., as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 25, 2018 Among (April 30th, 2018)

ARTICLE I 6 SECTION 1.01. Certain Defined Terms 6 SECTION 1.02. Computation of Time Periods 19 SECTION 1.03. Accounting Terms 19 SECTION 1.04. Terms Generally 19 ARTICLE II 19 SECTION 2.01. The Advances 19 SECTION 2.02. Making the Advances 20 SECTION 2.03. Fees 21 SECTION 2.04. Optional Termination or Reduction of the Commitments 21 SECTION 2.05. Repayment of Advances 21 SECTION 2.06. Interest on Advances 21 SECTION 2.07. Interest Rate Determination 22 SECTION 2.08. Optional Conversion of Advances 23 SECTION 2.09. Prepayments of Advances 23 SECTION 2.10. Increased Costs 24 SECTION 2.11. Illegality 25 SECTION 2.12. Payments and Comp

American Realty Capital Healthcare Trust II, Inc. – Guaranty Agreement (April 16th, 2018)

THIS GUARANTY AGREEMENT (this "Guaranty") is made as of April 10, 2018, by HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 ("Guarantor") in favor of KeyBank National Association, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, "Lender").

American Realty Capital Healthcare Trust II, Inc. – LOAN AGREEMENT Dated as of April 10, 2018 Between (April 16th, 2018)

THIS LOAN AGREEMENT is made as of April 10, 2018 (this "Agreement"), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 ("Lender") and ARHC HDLANCA01, LLC, ARHC NHCANGA01, LLC, ARHC FMMUNIN03, LLC, ARHC BMLKWCO01, LLC, ARHC ECMCYNC01, LLC, ARHC ECCPTNC01, LLC, ARHC LPELKCA01, LLC, ARHC MMTCTTX01, LLC, ARHC MRMRWGA01, LLC, ARHC OLOLNIL01, LLC, ARHC PPHRNTN01, LLC, ARHC SMERIPA01, LLC, ARHC AMGLNAZ02, LLC, ARHC PHNLXIL01, LLC, ARHC AMGLNAZ01, LLC, ARHC SFSTOGA01, LLC, ARHC VCSTOGA01, LLC, ARHC WLWBYMN01, LLC, ARHC AHPLYWI01, LLC, and ARHC PRPEOAZ03, LLC, each a Delaware limited liability company, and each having its principal place of business at 405 Park Avenue, New York, New York 10022 (individually, collectively, jointly and severally, as the context requires, "Borrower").

Grifols S.A. – ASSET PURCHASE AGREEMENT by and Among HOLOGIC, INC., GRIFOLS DIAGNOSTIC SOLUTIONS INC. And GRIFOLS, S.A. Dated as of December 14, 2016 (April 6th, 2018)

ASSET PURCHASE AGREEMENT, dated as of December 14, 2016 (this Agreement), by and among Hologic, Inc., a Delaware corporation (the Seller), Grifols Diagnostic Solutions Inc., a Delaware corporation (the Buyer), and solely for the purposes of Section 5.16, Grifols, S.A., a company (sociedad anonima) organized under the laws of Spain (Grifols).

Unity Biotechnology, Inc. – UNITY BIOTECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT March 15, 2018 (April 5th, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is dated as of March 15, 2018, and is between Unity Biotechnology, Inc., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A (each, an Investor and collectively, the Investors).

CREDIT AGREEMENT Dated as of March 29, 2018 Among CHURCH & DWIGHT CO., INC., as Borrower, BANK OF AMERICA, N.A., as Lead Administrative Agent, Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co- Administrative Agent, Syndication Agent and Swing Line Lender, SUNTRUST BANK, as Syndication Agent and Swing Line Lender, BANK OF MONTREAL, DEUTSCHE BANK SECURITIES INC., HSBC BANK USA, NATIONAL ASSOCIATION, THE BANK OF NOVA SCOTIA and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Documentation Agents, and THE OTHER LENDERS PARTY HERETO and MERRILL LYNCH, PIERCE, FENNER & SMITH (March 30th, 2018)

This CREDIT AGREEMENT (Agreement) is entered into as of March 29, 2018, among CHURCH & DWIGHT CO., INC., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and each individually, a Lender), BANK OF AMERICA, N.A., as Lead Administrative Agent, a Swing Line Lender and L/C Issuer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Administrative Agent and a Swing Line Lender and SUNTRUST BANK, as a Swing Line Lender.

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BPS804 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 3 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BPS804 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 3 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

Unity Biotechnology, Inc. – UNITY BIOTECHNOLOGY, INC. AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT March 15, 2018 (March 23rd, 2018)

This Amended and Restated Investors Rights Agreement (this Agreement) is dated as of March 15, 2018, and is between Unity Biotechnology, Inc., a Delaware corporation (the Company), and the persons and entities listed on Exhibit A (each, an Investor and collectively, the Investors).

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BGS649 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 2 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BGS649 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 2 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. SUBLICENSE AGREEMENT (March 23rd, 2018)

This SUBLICENSE AGREEMENT (this Agreement), effective as of July 29, 2015 (the Effective Date), is by and between MEREO BIOPHARMA 3 LIMITED, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of MEREO BIOPHARMA GROUP LIMITED, a company incorporated in England and Wales (Mereo), and NOVARTIS PHARMA AG, a Swiss company (Novartis).

Mereo Biopharma Group plc – [***] Certain Information in This Document Has Been Omitted and Filed Separately With the Securities and Exchange Commission. Confidential Treatment Has Been Requested With Respect to the Omitted Portions. BCT197 ASSET PURCHASE AGREEMENT by and Between NOVARTIS PHARMA AG and MEREO BIOPHARMA 1 LIMITED Dated as of July 28, 2015 (March 23rd, 2018)

This BCT197 ASSET PURCHASE AGREEMENT (this Agreement) is entered into as of July 28, 2015, by and between Novartis Pharma AG, a Swiss company (Novartis), and Mereo BioPharma 1 Limited, a private limited company incorporated in England and Wales (Buyer) and a wholly owned subsidiary of Mereo BioPharma Group Limited, a company incorporated in England and Wales (Mereo). Hereinafter, Parties shall mean Novartis and Buyer together, and Party shall mean either Novartis or Buyer, as the context requires.