Motif Bio plc and Motif BioSciences Inc. (Motif Inc.) have entered into a loan Amendment and Release agreement with Hercules Capital Inc. (Hercules), the senior secured lender to Motif Inc., regarding certain actions which fully satisfy the conditions attached to the company’s previously announced agreement in principle with Hercules (the Hercules Agreement). Pursuant to the terms of the Hercules Agreement: Hercules is relinquishing the loan guarantee provided by the Company and relieving Motif Bio plc of any future obligations to Hercules related to the November 2017 Hercules Loan to Motif Inc. (the Loan Agreement). Motif Inc. has granted Hercules a perfected security interest in all of its intellectual property. To facilitate the wind down of Motif Inc. and potential sale of iclaprim related assets, Hercules has agreed with Motif Inc. to certain forbearance provisions under the Loan Agreement through to June 2020. The terms of the Hercules Agreement are effective immediately, except for provisions of a release that relate to the pledge of Motif Bio’s interest in Motif Inc. which will become effective no later than 10 May 2020, being approximately 100 days after Hercules’s security interest in all of the intellectual property of Motif Inc. is perfected, provided that no voluntary or involuntary bankruptcy filing has occurred with respect to Motif Bio or Motif Inc. Consistent with the resolutions passed at the General Meeting, the Company granted to Hercules warrants over 24,267,408 ordinary shares and warrants over 97,069,633 ordinary shares which aggregate to 121,337,041 ordinary shares of 0.01 pence (Ordinary Shares), representing a total of 25% of the Company's outstanding share capital (the Hercules Warrants). The Hercules Warrants will expire on 27 January 2025 and have an exercise price of 0.42 pence, which is consistent with the placing price of the Company’s Conditional Placing, which was announced on 2 October 2019. Motif Inc. has ceased all operations and has engaged Tamarack Associates to facilitate the sale of iclaprim and other assets of Motif Inc. In spite of a comprehensive outreach program, no transaction is currently pending for the sale of Motif Inc.’s assets and there is no assurance that there will be a transaction to monetize the assets. Consistent with the wind-down of operations of Motif Inc. and potential future sale of its assets, John Palmer of Tamarack Associates is being appointed as sole Executive Officer of Motif Inc. and Bernadette Barron of Barron Business Consultants is being appointed as the sole, independent non-executive officer of Motif Inc. Consistent with the information provided in the circular dated 25 October 2019, current directors have agreed to forfeit their outstanding vested and non-vested options. Graham Lumsden is voluntarily forfeiting 8,148,800 vested and non-vested options, Jonathan Gold is voluntarily forfeiting 1,330,941 vested and non-vested options, and Bruce Williams is voluntarily forfeiting 422,118 vested and non-vested options. Consistent with the information provided in the circular dated 25 October 2019, former directors Dr. Craig Albanese, Charlotta Ginman, Zaki Hosny, Dr. Mary Lake Polan, and Andrew Powell have forfeited their previously outstanding vested and non-vested options. In exchange for their forfeiture of their previously agreed Board fees, the Company is issuing to each of the above named former directors options over 1,200,000 ordinary shares at an exercise price of 0.24 pence (being the closing price on the date of execution of the Hercules agreement).