EX-10.8





 Exhibit 10.8 

EMPLOYMENT AGREEMENT 

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on September 29, 2021 (the
“Effective Date”), by and between Noel Donnelly (the “Employee”) and PepGen Inc. (the “Company”). 

Contingent upon the satisfactory completion of a background and reference check and satisfactory meetings with select members of the
Company’s Board of Directors (the “Board”), the Company desires to employ the Employee and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and Employee wishes to
be employed by the Company and provide personal services and certain covenants to the Company in return for certain compensation and benefits. 

Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following: 

 

	 	1.	 EMPLOYMENT BY THE
COMPANY. 


 1.1 Position. Subject to the terms set forth
herein, the Company agrees to employ Employee in the position of Chief Financial Officer, and Employee hereby accepts such employment. 

1.2 Start Date. Employee’s employment with the Company shall commence on October 15, 2021, or such other
earlier date mutually agreed to in writing by Employee and the Company. The date Employee actually commences working for the Company is referred to as Employee’s “Start Date.” 

1.3 Duties. Employee will report to the Company’s Chief Executive Officer (“CEO”), performing such
duties as are normally associated with Employee’s position and such duties as are assigned to Employee from time to time, subject to the oversight and direction of the CEO. During the term of Employee’s employment with the Company,
Employee will devote Employee’s best efforts and substantially all of Employee’s business time and attention to the business of the Company. Employee shall perform Employee’s duties under this Agreement principally out of the
Company’s corporate headquarters in or around Boston, Massachusetts. In addition, Employee shall make such business trips to such places as may be necessary or advisable for the efficient operations of the Company. 

1.4 Company Policies and Benefits. The employment relationship between the parties shall also be subject to the Company’s
personnel policies and procedures as they may be established, interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. Employee will be eligible to participate on the same basis as similarly-situated
employees in the Company’s benefit plans in effect from time to time during Employee’s employment. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. Notwithstanding the foregoing, in the
event that the terms of this Agreement differ from or are in conflict with the Company’s personnel policies and procedures, the terms of this Agreement shall control. 













	 	2.	 COMPENSATION. 



2.1 Salary. Employee shall receive for Employee’s services to be rendered under this Agreement an initial base salary of
$430,000, on an annualized basis, subject to review and adjustment by the Company in its sole discretion, and payable subject to standard federal and state payroll withholding requirements in accordance with the Company’s standard payroll
practices (“Base Salary”). 
 2.2 IPO Bonus. In the event the Company closes on an initial public
offering on or before December 31, 2021, the Company shall pay Employee a one-time bonus in the amount of one hundred thousand dollars ($100,000) within thirty (30) days of the closing (the
“IPO Bonus”). Employee agrees that if he terminates his employment within twelve (12) months following payment of the IPO Bonus, Employee will repay the Company the gross amount of the IPO Bonus within ten
(10) days following the date of termination. 
 2.3 Annual Discretionary Bonus. Employee will be eligible to be
awarded a discretionary annual cash bonus with a target of forty percent (40%) of Employee’s then-current Base Salary, subject to review and adjustment from time to time by the Company in its sole discretion, payable subject to standard payroll
withholding requirements (“Target Bonus”). Whether or not Employee is awarded any bonus will be dependent upon (a) the actual achievement by Employee and the Company of the applicable individual and corporate
performance goals, as determined by the Company in its sole discretion, and (b) Employee’s continuous performance of services to the Company through the date any such bonus is paid. Provided that Employee meets the other criteria for
receiving a bonus pursuant to this Section 2.2, any bonus awarded for 2021 will be prorated. The Company will determine in its sole discretion the extent to which Employee has achieved the performance goals upon which the bonus is based
and the amount of the bonus, if any. 
 2.4 Stock Option. Subject to the approval of the Board, and subject to Employee’s
continued employment with the Company through the date the Option (as defined below) is granted by the Board, the Company intends to grant Employee an option covering 207,000 shares of its common stock (the “Option”), at an
exercise price that is no less than the fair market value per share of such Common Stock as of the date of grant of the Option. The Option will be an incentive stock option under Section 422 of the Internal Revenue Code to the extent
permitted by applicable law, and otherwise will be a non-qualified stock option. The Option will be subject to standard vesting terms (25% cliff at first anniversary of the Start Date, and the balance vesting
monthly over the following thirty-six (36) months, subject to Employee’s continued employment with the Company as of each such vesting date. The Option will be subject to the terms of the
Company’s equity incentive plan then in effect (“Plan”), and the Company’s standard form of stock option agreement and grant notice, which Employee will be required to sign. 

2.5 Expense Reimbursement. The Company will reimburse Employee for reasonable business expenses in accordance with the
Company’s standard expense reimbursement policy, as the same may be modified by the Board from time to time. The Company shall reimburse Employee for all customary and appropriate business-related expenses actually incurred and documented in
accordance with Company policy, as in effect from time to time. For the avoidance of doubt, to the extent that any reimbursements payable to Employee are subject to the 

  
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provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of
the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under
this Agreement will not be subject to liquidation or exchange for another benefit. 
 3. CONFIDENTIAL
INFORMATION, INVENTIONS, NON-COMPETITION AND NON-SOLICITATION
OBLIGATIONS. As a condition of employment, Employee agrees to execute and abide by the Employee Confidential Information and Invention Assignment Agreement attached as Exhibit A (“Confidential Information
Agreement”), which may be amended by the parties from time to time without regard to this Agreement. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination of
this Agreement. 
 4. OUTSIDE ACTIVITIES DURING
EMPLOYMENT. Except with the prior written consent of the Company, Employee will not, while employed by the Company, undertake or engage in any other employment, occupation or business enterprise that would interfere
with Employee’s responsibilities and the performance of Employee’s duties hereunder, except for (i) reasonable time devoted to volunteer services for or on behalf of such religious, educational,
non-profit and/or other charitable organization as Employee may wish to serve, (ii) reasonable time devoted to activities in the non-profit and business communities
consistent with Employee’s duties, and (iii) such other activities as may be specifically approved in writing by the Company. This restriction shall not, however, preclude Employee (i) from owning less than one percent (1%) of the
total outstanding shares of a publicly-traded company, or (ii) from employment or service in any capacity with Affiliates of the Company. As used in this Agreement, “Affiliates” means an entity under common management or
control with the Company. Employee agrees to promptly disclose to the Board his involvement in any activities contemplated by this Section 4. 

5. NO CONFLICT WITH EXISTING
OBLIGATIONS. Employee represents that Employee’s performance of all the terms of this Agreement and as an Employee of the Company do not and will not breach any agreement or obligation of any kind made prior to
Employee’s employment by the Company, including agreements or obligations Employee may have with prior employers or entities for which Employee has provided services. Employee has not entered into, and Employee agrees that Employee will not
enter into, any agreement or obligation, either written or oral, in conflict herewith. 
 6. TERMINATION OF
EMPLOYMENT. The parties acknowledge that Employee’s employment relationship with the Company is at-will. Either Employee or the Company may terminate the employment
relationship for any reason whatsoever at any time, with or without cause or advance notice. The provisions in this Section govern the amount of compensation, if any, to be provided to Employee upon termination of employment and do not alter this at-will status. 

  
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 6.1 Termination by the Company without Cause or Resignation by Employee for Good
Reason. 
 (a) The Company shall have the right to terminate Employee’s employment with the Company pursuant to this
Section 6.1 at any time without “Cause” (as defined below) by giving notice as described in Section 7.1 of this Agreement. A termination pursuant to Sections 6.5 or 6.6 below is not a termination without Cause for purposes of
receiving the benefits described in this Section 6.1. 
 (b) If the Company terminates Employee’s employment at any time
without Cause or Employee resigns for “Good Reason” (as defined below) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation
Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then Employee shall be entitled to receive the Accrued Obligations (as
defined below) and, subject to Employee’s compliance with the obligations in Section 6.1(c) below, Employee shall be eligible to receive the following severance benefits (the “Severance Benefits”): 

(i) The Company will pay Employee an amount equal to Employee’s then current Base Salary for nine (9) months (the
“Severance Period”), less all applicable withholdings and deductions, and paid in equal installments beginning on the Company’s first regularly-scheduled payroll date following the Release Effective Date (as defined
below), with the remaining installments occurring on the Company’s regularly-scheduled payroll dates thereafter. 
 (ii) If Employee
timely elects continued coverage under COBRA for Employee and Employee’s dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue Employee’s and
his covered dependents’ health insurance coverage in effect for Employee (and Employee’s covered dependents) on the termination date until the earliest of: (i) the termination of the Severance Period; (ii) the date
when Employee becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date Employee ceases to be eligible for COBRA continuation coverage for any reason,
including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA
premiums on Employee’s behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu
of paying COBRA premiums pursuant to this Section, the Company shall pay Employee on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax
withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive Employee of his rights under COBRA or ERISA for benefits under plans and policies arising under his employment by the Company. 

(c) Employee will be paid all of the Accrued Obligations on the Company’s first payroll date after Employee’s date of termination
from employment or earlier if required by law. Employee shall receive the Severance Benefits pursuant to Section 6.1(b) of this 

  
 4 













 
Agreement if: (i) by the sixtieth (60th) day following the date of Employee’s Separation from Service, he has signed and delivered to the Company a separation agreement containing an
effective, general release of claims in favor of the Company and its affiliates and representatives, in a form reasonably presented by the Company (the “Release”), which will include a
non-competition clause substantially similar to the non-competition clause included in the Confidential Information Agreement attached hereto as Exhibit A, and which
cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) he returns all Company property; (iii) he is in compliance
with his post-termination obligations under this Agreement and any proprietary information agreement when any such Severance Benefits are due and payable; and (iv) he complies with the terms of the Release, including without limitation any
mutual non-disparagement and confidentiality provisions contained in the Release. To the extent that any of the Severance Benefits are deferred compensation under Section 409A of the Code, and are not
otherwise exempt from the application of Section 409A, then, if the period during which Employee may consider and sign the Release spans two calendar years, the payment of the Severance Benefits will not be made or begin until the later
calendar year. 
 (d) For purposes of this Agreement, “Accrued Obligations” are (i) Employee’s
accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by Employee payable in accordance with the Company’s standard expense reimbursement policies, and (iii) benefits
owed to Employee under any qualified retirement plan or health and welfare benefit plan in which Employee was a participant in accordance with applicable law and the provisions of such plan. 

(e) The Severance Benefits provided to Employee pursuant to this Section 6.1 are in lieu of, and not in addition to, any benefits
to which Employee may otherwise be entitled under any Company severance plan, policy or program. 
 (f) Any damages caused by the
termination of Employee’s employment without Cause would be difficult to ascertain; therefore, the Severance Benefits for which Employee is eligible pursuant to Section 6.1(b) above in exchange for the Release is agreed to by the
parties as liquidated damages, to serve as full compensation, and not a penalty. 
 (g) “Good Reason” for purposes
of this Agreement shall mean the occurrence of any of the following conditions without Employee’s consent, after Employee’s provision of written notice to the Company of the existence of such condition (which notice must be provided as
described in Section 7.1 within ninety (90) days of the initial existence of the condition and must specify the particular condition in reasonable detail), provided that the Company has not first provided notice to Employee of its
intent to terminate Employee’s employment: (i) a material reduction in Employee’s duties, responsibilities or authorities, provided, however, that neither the conversion of the Company to a subsidiary, division or unit of an
acquiring entity in connection with a Change in Control (as defined below), or Employee’s reporting relationships following a Change in Control, nor a change in title, will be deemed a “material reduction” in and of itself or material
adverse alteration in, Employee’s position, title, duties, or responsibilities; (ii) a reduction by the Company of Employee’s Base Salary (except in the case of either an across the board reduction in salaries or a temporary
reduction due to financial exigency); or (iii) the relocation of Employee’s principal place of employment by twenty-five (25) 

  
 5 













 
or more miles from Employee’s then-current principal place of employment. Notwithstanding the foregoing, Good Reason shall only exist if the Company is provided a thirty (30) day
period to cure the event or condition giving rise to Good Reason, and it fails to do so within that cure period (and, additionally, Employee must resign for such Good Reason condition by giving notice as described in Section 7.1 within thirty
(30) days after the period for curing the violation or condition has ended). 
 (h) For purposes of this Agreement, the term
“Change in Control” shall mean (i) a sale, lease, license or other disposition of all or substantially all of the assets of the Company that occurs over a period of not more than twelve (12) months to
persons or entities unaffiliated with the Company or its shareholders, (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders
of the Company immediately prior to such consolidation, merger or reorganization, own less than fifty percent (50%) of the outstanding voting power of the surviving entity and its parent following the consolidation, merger or reorganization,
(iii) any transaction or series of related transactions involving a person or entity, or a group of affiliated persons or entities (but excluding any employee benefit plan or related trust sponsored or maintained by the Company) in which such
persons or entities that were not shareholders of the Company immediately prior to their acquisition of Company securities as part of such transaction become the owners, directly or indirectly, of securities of the Company representing more than
fifty percent (50%) of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. However, a Change in Control will not include any consolidation or merger
effected exclusively to change the domicile of the Company, or any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Company or any successor, or indebtedness of the Company is
cancelled or converted, or a combination thereof. 
 6.2 Termination by the Company for Cause. 

(a) The Company shall have the right to terminate Employee’s employment with the Company at any time for Cause by giving notice as
described in Section 7.1 of this Agreement. 
 (b) “Cause” for purposes of this Agreement shall mean that the
Company has determined in its sole discretion that Employee has engaged in any of the following: (i) a material breach of any covenant or condition under this Agreement or any other agreement between the Company and Employee that is not cured
after the expiration of ten (10) days after written notice of such breach; (ii) any act constituting dishonesty, fraud, immoral or disreputable conduct that has a material adverse effect on the Company; (iii) any conduct which
constitutes a felony under applicable law; (iv) material violation of any Company policy that is not cured after the expiration of ten (10) days after written notice of such violation; (v) refusal to follow or implement a clear and
reasonable written directive of Company; (vi) failure to pass to the satisfaction of the Company, a preliminary background check or failure to submit proof of legal eligibility to work in the United States; (vii) negligence or incompetence
in the performance of Employee’s duties or failure to perform such duties in a manner satisfactory to the Company after the expiration of ten (10) days without cure after written notice of such failure; or (viii) breach of fiduciary
duty. 

  
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 (c) In the event Employee’s employment is terminated at any time for Cause, Employee
will not receive Severance Benefits or any other compensation or benefits, except that, pursuant to the Company’s standard payroll policies, the Company shall provide to Employee the Accrued Obligations. 

6.3 Resignation by Employee (other than for Good Reason). 

(a) Employee may resign from Employee’s employment with the Company at any time by giving notice as described in
Section 7.1. 
 (b) In the event Employee resigns from Employee’s employment with the Company (other than for Good
Reason), Employee will not receive Severance Benefits or any other compensation or benefits, except that, pursuant to the Company’s standard payroll policies, the Company shall provide to Employee the Accrued Obligations. 

6.4 Termination by Virtue of Death or Disability of Employee. 

(a) In the event of Employee’s death while employed pursuant to this Agreement, all obligations of the parties hereunder shall terminate
immediately, and the Company shall, pursuant to the Company’s standard payroll policies, provide to Employee’s legal representatives all Accrued Obligations. 

(b) Subject to applicable state and federal law, the Company shall at all times have the right, upon written notice to Employee, to terminate
this Agreement based on Employee’s Disability. Termination by the Company of Employee’s employment based on “Disability” shall mean termination because Employee is unable due to a physical or mental condition to
perform the essential functions of Employee’s position with or without reasonable accommodation for six (6) months in the aggregate during any twelve (12) month period or based on the written certification by two licensed
physicians of the likely continuation of such condition for such period. This definition shall be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act, and other applicable law. In the event
Employee’s employment is terminated based on Employee’s Disability, Employee will not receive the Severance Benefits or any other severance compensation or benefit, except that, pursuant to the Company’s standard payroll policies, the
Company shall provide to Employee the Accrued Obligations. 
 6.5 INTENTIONALLY OMITTED. 

6.6 Application of Section 409A. It is intended that all of the severance payments payable under this Agreement satisfy, to
the greatest extent possible, the exemptions from the application of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively,
“Section 409A”) provided under Treasury Regulation Sections 1.409A-1(b)(4) and 1.409A-1(b)(9), and this
Agreement will be construed in a manner that complies with Section 409A. If not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A, and incorporates by
reference all required definitions and payment terms. No severance payments will be made under this Agreement unless Employee’s termination of employment constitutes a “separation from service” (as defined under Treasury Regulation
Section 1.409A-1(h)). For 

  
 7 













 
purposes of Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Employee’s
right to receive any installment payments under this Agreement (whether severance payments or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be
considered a separate and distinct payment. To the extent that any severance payments are deferred compensation under Section 409A, and are not otherwise exempt from the application of Section 409A, then, if the period during which
Employee may consider and sign a release spans two calendar years, the severance payments will not begin until the second calendar year. If the Company determines that the Severance Benefits provided under this Agreement constitutes “deferred
compensation” under Section 409A and if Employee is a “specified Employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i) of the Code at the time of Employee’s Separation from Service, then,
solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance will be delayed as follows: on the earlier to occur of (a) the date that is six months and one
day after Employee’s Separation from Service, and (b) the date of Employee’s death (such earlier date, the “Delayed Initial Payment Date”), the Company will (i) pay to Employee a lump sum amount equal to
the sum of the Severance Benefits that Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the Severance Benefits had not been delayed pursuant to this Section 6.6, and
(ii) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedule set forth in Section 6.1. No interest shall be due on any amounts deferred pursuant to this
Section 6.6. 
 6.7 Notice; Effective Date of Termination. 

(a) Termination of Employee’s employment pursuant to this Agreement shall be effective on the earliest of: 

(i) immediately after the Company gives notice to Employee of Employee’s termination, with or without Cause, unless pursuant to
Section 6.2(b)(vi) in which case ten (10) days after notice if not cured or unless the Company specifies a later date, in which case, termination shall be effective as of such later date; 

(ii) immediately upon Employee’s death; 

(iii) ten (10) days after the Company gives notice to Employee of Employee’s termination on account of Employee’s
Disability, unless the Company specifies a later date, in which case, termination shall be effective as of such later date, provided that Employee has not returned to the full-time performance of Employee’s duties prior to such date;

 (iv) ten (10) days after Employee gives written notice to the Company of Employee’s resignation, provided that the
Company may set a termination date at any time between the date of notice and the date of resignation, in which case Employee’s resignation shall be effective as of such other date. Employee will receive compensation through any required notice
period; or 
 (v) for a termination for Good Reason, immediately upon Employee’s full satisfaction of the requirements of
Section 6.1(g). 

  
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 (b) In the event notice of a termination under subsections (a)(i) and (iii) is
given orally, at the other party’s request, the party giving notice must provide written confirmation of such notice within five (5) business days of the request in compliance with the requirement of Section 7.1 below. In the
event of a termination for Cause, written confirmation shall specify the subsection(s) of the definition of Cause relied on to support the decision to terminate. 

6.8 Cooperation With Company After Termination of Employment. Following termination of Employee’s employment for any
reason, Employee shall fully cooperate with the Company in all matters relating to the winding up of Employee’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such
pending work to such other Employees as may be designated by the Company, provided that such work does not interfere with Employee’s subsequent employment. The Company will reimburse Employee for reasonable out-of-pocket expenses Employee incurs in connection with any such cooperation (excluding forgone wages, salary, or other compensation) and will make reasonable efforts to accommodate Employee’s
scheduling needs. 
 6.9 Excise Tax Adjustment. 

(a) If any payment or benefit Employee will or may receive from the Company or otherwise (a “280G Payment”) would
(i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this Section, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any
such 280G Payment provided pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would
result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause
(y)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence
and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Employee.
If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). 

(b) Notwithstanding any provision of this Section 6.9 to the contrary, if the Reduction Method or the Pro Rata Reduction Method would
result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case
may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for
Employee as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause) shall be reduced (or eliminated) before
Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not
deferred compensation within the meaning of Section 409A. 

  
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 (c) Unless Employee and the Company agree on an alternative accounting firm or law firm,
the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company
is serving as accountant or auditor for the individual, entity, or group effecting the Change in Control transaction, the Company shall appoint a nationally-recognized accounting or law firm to make the determinations required by this
Section 6.9. The Company shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause the accounting or law firm engaged
to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Employee and the Company within fifteen (15) calendar days after the date on which Employee’s right to a 280G Payment
becomes reasonably likely to occur (if requested at that time by Employee or the Company) or such other time as requested by Employee or the Company. 

(d) If Employee receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 6.9(a) and the
Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Employee agrees to promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of
Section 6.9(a)) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 6.9(a), Employee shall have no obligation to
return any portion of the Payment pursuant to the preceding sentence. 
  

	 	7.	 GENERAL PROVISIONS.



 7.1 Notices. Any notices required hereunder to be in writing shall be deemed effectively given:
(a) upon personal delivery to the party to be notified, (b) when sent by electronic mail or confirmed facsimile if sent during normal business hours of the recipient, and if not, then on the next business day, (c) five
(5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally-recognized overnight courier, specifying
next-day delivery, with written verification of receipt. All communications shall be sent to the Company at its primary office location and to Employee at Employee’s address as listed on the Company
payroll or to Employee’s Company-issued email address or Employee’s email address as listed in Company records, or at such other address as the Company or Employee may designate by ten (10) days’ advance written notice to
the other. 
 7.2 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability
will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein. 

  
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 7.3 Survival. Provisions of this Agreement which by their terms must survive
the termination of this Agreement in order to effectuate the intent of the parties will survive any such termination, whether by expiration of the term, termination of Employee’s employment, or otherwise, for such period as may be appropriate
under the circumstances. 
 7.4 Waiver. If either party should waive any breach of any provisions of this Agreement, it shall
not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement. 
 7.5
Complete Agreement. This Agreement is contingent upon satisfactory completion of a background and reference check, as well as satisfactory meetings with select members of the Board. If these conditions are not met, the Company may
revoke and rescind this Agreement, without any further obligation. This Agreement constitutes the entire agreement between Employee and the Company with regard to the subject matter hereof. This Agreement is the complete, final, and exclusive
embodiment of their agreement with regard to this subject matter and supersedes any prior oral discussions or written communications and agreements. This Agreement is entered into without reliance on any promise or representation other than those
expressly contained herein, and it cannot be modified or amended except in writing signed by Employee and an authorized officer of the Company. The parties have entered into a separate Confidential Information Agreement and have or may enter into
separate agreements related to equity. These separate agreements govern other aspects of the relationship between the parties, have or may have provisions that survive termination of Employee’s employment under this Agreement, may be amended or
superseded by the parties without regard to this Agreement and are enforceable according to their terms without regard to the enforcement provision of this Agreement. 

7.6 Counterparts. This Agreement may be executed in separate counterparts, any one of which need not contain signatures of more
than one party, but all of which taken together will constitute one and the same Agreement. 
 7.7 Headings. The headings of
the sections hereof are inserted for convenience only and shall not be deemed to constitute a part hereof nor to affect the meaning thereof. 

7.8 Successors and Assigns. The Company shall assign this Agreement and its rights and obligations hereunder in whole, but not
in part, to any company or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in any such case said company or other entity shall by
operation of law or expressly in writing assume all obligations of the Company hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Employee may
not assign or transfer this Agreement or any rights or obligations hereunder, other than to the Employee’s estate upon Employee’s death. 

7.9 Choice of Law. All questions concerning the construction, validity and interpretation of this Agreement will be governed by
the laws of the Commonwealth of Massachusetts. 

  
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 7.10 Resolution of Disputes. To ensure the timely and economical resolution of
disputes that may arise in connection with Employee’s employment with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance,
negotiation, execution, or interpretation of this Agreement, or Employee’s employment, or the termination of Employee’s employment, including but not limited to all statutory claims (including, but not limited to, the Massachusetts
Antidiscrimination Act, Mass. Gen. Laws Ch.151B and the Massachusetts Wage Act, and Mass. Gen. Laws Ch. 149), will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest
extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Boston, Massachusetts by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS
rules (at the following web address: https://www.jamsadr.com/rules-employment- arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the
rules will be provided to Employee upon request. By agreeing to this arbitration procedure, both Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition,
all claims, disputes, or causes of action under this provision, whether by Employee or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or
representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class
proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of
law rather than by arbitration. The Company acknowledges that Employee will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement shall be decided
by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution
of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; (c) be authorized
to award any or all remedies that Employee or the Company would be entitled to seek in a court of law; and (d) is authorized to award attorneys’ fees to the prevailing party. Subject to the foregoing sentence, Employee and the
Company shall equally share all JAMS’ arbitration fees and each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to
prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law
prohibits mandatory arbitration of sexual harassment claims, in the event Employee intends to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will
remain subject to mandatory arbitration. 
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 This offer will remain open until October 5, 2021. To accept this offer, please sign
below and return the Agreement before October 5, 2021. 
 IN WITNESS
WHEREOF, the parties have executed this Employment Agreement on the day and year first written above. 
  

			
	PEPGEN INC.
		
	By:	 	 /s/ James McArthur

		 	James McArthur
		 	Chief Executive Officer


  

	
	Employee:
	
	 /s/ Noel Donnelly

	Noel Donnelly














 Exhibit A 

EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS ASSIGNMENT AGREEMENT