Exhibit 10.20


 





EXECUTION VERSION




 


EMPLOYMENT
SEPARATION AND GENERAL RELEASE AGREEMENT


 


This Employment Separation
and General Release Agreement (this “Agreement”) is entered into this 18th day of July, 2018 by and
between Akari Therapeutics, Plc. (the “Company”) on behalf of itself and its past and/or present parent entities,
and its or their subsidiaries, divisions, affiliates and related business entities, predecessors, successors and assigns, assets,
employee benefit plans or funds, and any of its or their respective past and/or present directors, officers, fiduciaries, agents,
trustees, administrators, attorneys, employees and assigns, whether acting as agents for the Company or in their individual capacities;
and David Horn Solomon (the “Executive”).


 


WHEREAS, the
Executive was employed as the Chief Executive Officer of the Company pursuant to an employment agreement entered into between the
Executive and the Company, dated August 18, 2017, as amended on September 14, 2017 (the “Employment Agreement”);
and


 


WHEREAS, the
Executive has resigned his employment with the Company;


 


WHEREAS, the
Company and the Executive desire to reach an amicable resolution as regards Executive’s departure from the Company;


 


NOW, THEREFORE,
in consideration of the covenants undertaken and the releases contained in this Agreement, the Executive and the Company, intending
to be legally bound, agree as follows:


 


1.       Termination.



 


1.1.
       The Executive’s employment with the Company and all position(s) as an officer,
employee, manager, member of the Board of Directors, and in any other capacity with the Company and each of its affiliates (including,
without limitation, his position as Chief Executive Officer of the Company) terminated by reason of Executive’s resignation
on May 8, 2018 (the “Separation Date”), and all benefits and perquisites of employment shall cease as of the
Separation Date (except as otherwise specifically provided herein). Executive shall execute any documentation necessary to effectuate
the termination of his positions as required by the Company. 


 


1.2.
       The Employment Agreement shall terminate as of the Separation Date; provided, however,
that the parties acknowledge and agree that Sections 3(j), 5, 6, and 7 of the Employment Agreement are hereby incorporated by reference
and shall continue to apply in accordance with their terms. For the avoidance of doubt, Executive reaffirms his obligations under
the Confidentiality, Intellectual Property, Non-Competition and Non-Solicitation Agreement executed by Executive as Exhibit C of
the Employment Agreement (the “Confidentiality Agreement”), and waives and agrees not to assert any defense
to the enforcement of any provision therein, including without limitation those based on an assertion or allegation that Executive’s
resignation was involuntary or constituted a constructive discharge.


 






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EXECUTION VERSION


 


1.3.

       The Executive acknowledges and agrees that, to the extent unpaid, he is entitled to receive and shall receive the Accrued Obligations
(as defined in the Employment Agreement). The Executive acknowledges and agrees that, except as stated in this Agreement, he is
not entitled to any further payments or benefits from the Company, whether in connection with his employment or otherwise. The
obligations assumed by the Company in Section 2 of this Agreement reflect consideration provided to Executive over and above anything
of value to which Executive already is entitled, and Executive acknowledges and agrees that no other sums or amounts are or will
be due or owing to him and expressly waives any rights or claims to additional sums, amounts, privileges, or benefits not expressly
provided for in this Agreement, whether written, oral, express or implied.


 


1.4.

       Employee acknowledges that the provisions of Section 3(j)(viii)(B) and (C) of the Employment Agreement remain enforceable in accordance
with the terms thereof, and reaffirms that any payments due to the Company from Executive pursuant to such sections shall remain
payable as provided therein; provided, however, that the parties agree that the payment required under Section 3(j)(viii)(B) for
the remainder of the lease stated therein, which is $ 18,750, shall be payable at the same time, as part of, and on the same conditions
as the Separation Consideration below. To effectuate the provisions of Section 3(j)(viii)(C), the Executive shall, within ten days
of the Effective Date, deliver a letter to the landlord, cc’d to the Company, instructing the landlord to supply any security
deposit directly to the Company. 


 


1.5.

       In accordance with the terms of the Akari Therapeutics, PLC Amended and Restated 2014 Equity Incentive Plan (the “Plan”)
and the stock options granted to Executive thereunder (the “Options”), 26,000,000 Options were unvested as of
the Separation Date and shall be forfeited immediately upon the Separation Date with no compensation or other payment due to Executive.
The Options shall be governed by the Plan and the grant documents thereunder.


 


1.6.
       Executive
represents that as of the date of this Agreement, he has returned to the Company all property of the Company or any of its affiliates
and all other items containing confidential or proprietary information regarding the Company or any of its affiliates in his possession
or under his control and has not retained any copies of any of the foregoing. Executive also represents and warrants that he has
not retained copies of any Company documents, materials or information (whether in hardcopy, on electronic media, in the “cloud,”
or otherwise), and that Executive will disclose to the Company all passwords necessary or desirable to enable the Company to access
all Company information which Executive has password-protected on any of its computer equipment or on its computer network or system.
Unless instructed by the Company consistent with his obligations to ensure a smooth transition of Executive’s roles, Executive
will not attempt to access and will not access the Company’s physical premises or any electronic system maintained by the
Company or its affiliates (whether or not such system is owned or employed by the Company pursuant to contract or otherwise).


 


2.       Separation
Consideration. Provided that the Executive executes this Agreement within twenty-one days
of July 6, 2018, does not revoke this Agreement as provided herein, and fully complies with its terms, the Company shall enter
into the promissory note in a form attached as Exhibit A herein (the “Note”) (such consideration, the “Separation
Consideration”). The Company agrees that the Note, once entered, shall be in full satisfaction of any amounts owed by
Executive to the Company as of the Termination Date pursuant to charges incurred during his employment as more specifically stated
in the Company’s Form 6-K dated May 11, 2018, and amounts payable pursuant to his Employment Agreement (as amended) as stated
in Section 1.4, above. Executive specifically acknowledges and agrees that but for signing this Agreement and the consideration
thereunder, including without limitation Section 3, the Executive would not be entitled to receive the Separation Consideration.
The Executive further acknowledges and agrees that provision of the Separation Consideration shall be conditioned upon the Executive’s
compliance with his obligations under this Agreement, inclusive of, for the sake of clarity, the Confidentiality Agreement. 


 






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EXECUTION VERSION


 


2.1       If
previously enrolled in the Company’s health and welfare plans, Executive and any eligible dependents will be eligible to
elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986 (COBRA) for coverage effective on
the Separation Date. Details about specific plan coverages, electing COBRA coverage, premium rates, conversion and distribution
eligibility will be provided separately.


 


2.2       
Provided that the Executive executes this Agreement within twenty-one days of July 6, 2018, does not revoke this Agreement as provided
herein, and fully complies with its terms, as reimbursement for Executive’s legal fees incurred in connection with the negotiation
and execution of this Agreement, the Company shall, upon evidence of payment by Executive to Outten & Golden LLP in a form
acceptable to the Company, reimburse the Executive up to $5,000. Such reimbursement shall be made within thirty days after such
evidence is presented.


 


3.       Release.
In exchange for the Separation Consideration, Executive hereby releases and discharges the Company and any of its Affiliates (as
defined in the Employment Agreement) and (to the extent different), each of their partners, members, managers, officers, directors,
each of their subsidiaries’, and subsidiaries’ officers, directors, members, managers, partners, employees, representatives,
agents, benefit plans and parent companies (collectively, the “Released Parties”, and each a “Released
Party”) from any and all claims, demands or liabilities whatsoever, whether known or unknown or suspected to exist by
Executive, which Executive ever had or may now have against any Released Party, arising at any time in any jurisdiction from the
beginning of time to the date Executive signs this Agreement, including, without limitation, any claims, demands or liabilities
in connection with Executive’s employment with any Released Party or the termination thereof, including wrongful termination,
constructive discharge, breach of express or implied contract, tort, unpaid wages, benefits, attorney’s fees or pursuant
to any federal, state, or local employment laws, regulations, or executive orders prohibiting discrimination or retaliation or
less favorable treatment on any grounds including, inter alia, age, race, color, sex, national origin, religion, handicap, veteran
status, disability or whistleblowing, including, without limitation, the Age Discrimination in Employment Act, the Older Workers
Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Civil Rights
Act of 1866, the Employee Retirement Income Security Act of 1974, the Genetic Information Nondiscrimination Act of 2008, the Uniformed
Services Employment and Reemployment Rights Act, Fair Labor Standards Act, Family Leave and Medical Act, Employee Retirement Income
Security Act of 1974 (except for any vested benefits under any qualified benefit plan), Immigration Reform and Control Act, Worker
Adjustment and Retraining Notification Act, Fair Credit Reporting Act, Equal Pay Act, the Americans with Disabilities Act of 1990,
the New York State Human Rights Law, the New York Labor Law (including but not limited
to the Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notification Act, all provisions
prohibiting discrimination and retaliation, and all provisions regulating wage and hour law), the New York Civil Rights Law, Section
125 of the New York Workers' Compensation Law, the New York Whistleblower Law, and the New York City Human Rights Law.
This Agreement does not waive rights or claims that may arise after the date Executive signs this Agreement. Executive fully understands
that if any fact with respect to which this Agreement is executed is found hereafter to be other than or different from the facts
in that connection believed by Executive to be true, Executive expressly accepts and assumes the risk of such possible difference
in fact and agrees that the release set forth herein shall be and remain effective notwithstanding such difference in fact. Executive
acknowledges and agrees that no consideration other than the Separation Consideration has been or will be paid or furnished by
any Released Party. Notwithstanding any of the foregoing, nothing in this Agreement shall be construed to waive, release, or impair
Executive from (i) collecting any amounts due to Executive under any 401(k) benefits plan, (ii) enforcing Executive’s rights
under this Agreement; (iii) enforcing Executive’s rights to indemnification pursuant to Section 3(k) of the Employment Agreement
or (iv) applying for statutory unemployment benefits, statutory disability benefits, or workers' compensation (the “Excluded
Claims”). 


 



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EXECUTION VERSION


 


4.        Covenant
Not to Sue. Executive represents and agrees that Executive has not filed any claim, charge,
allegation, or complaint for monetary damages, whether formal, informal, or anonymous, with any governmental agency, department
or division, whether federal, state or local, relating to any Released Party in any manner, including without limitation, any Released
Party’s business or employment practices. Executive covenants and agrees never, individually or with any person or entity
or in any way, to commence, aid in any way, prosecute or cause or permit to be commenced or prosecuted against any Released Party
any action or other proceeding, including, without limitation, an arbitration or other alternative dispute resolution procedure,
based upon any claim, demand, cause of action, obligation, damage, or liability that is the subject of the general release of claims
contained in Section 3 of this Agreement (the “Release”) or is in connection with Executive’s employment
or service with any Released Party or the termination thereof, excluding the Excluded Claims. If Executive takes any action to
commence, aid in any way, prosecute or cause to permit to be commenced or prosecuted any action or proceeding against the Released
Party that is the subject of the Release or is in connection with Executive’s employment or service with any Released Party
or the termination thereof, excluding the Excluded Claims, or if Executive breaches this Agreement in any way, the Company’s
obligation to provide the Separation Consideration shall immediately cease and the Note shall be treated in accordance with its
terms. Executive also agrees to pay the attorneys’ fees and costs incurred by the applicable Released Party in defending
against those claims. 


 


5.        Exceptions.
Notwithstanding the foregoing, nothing in this Agreement precludes Executive from challenging the validity of the Release under
the requirements imposed by the Age Discrimination in Employment Act (“ADEA”), and Executive shall not be responsible
for reimbursing the attorneys’ fees and costs of any Released Party in connection with a challenge under the ADEA to the
validity of the Release. However, Executive acknowledges that the Release applies to all claims that he has under the ADEA, and
that unless the Release is held to be invalid, all such ADEA claims shall be extinguished. Neither the Release nor anything else
in this Agreement limits Executive’s rights to file a charge with any administrative agency (such as the U.S. Equal Employment
Opportunity Commission or a state fair employment practices agency), provide truthful information to an agency, or otherwise participate
in an agency investigation or other administrative proceeding. However, Executive gives up all rights to any money or other individual
relief based on any agency or judicial decision, including class or collective action rulings. Nothing in this Agreement prohibits
Executive from reporting, without any prior authorization from or notification to the Company, possible violations of federal or
state law or regulations to any governmental agency or self-regulatory organization, or making other disclosures that are protected
under whistleblower or other provisions of any applicable federal or state law or regulation, or receiving an award in connection
therewith. For the sake of clarity and notwithstanding anything in this Separation Agreement to the contrary, no provision of this
Separation Agreement shall be construed or enforced in a manner that would limit or restrict Executive from exercising any legally
protected whistleblower rights (including, without limitation, pursuant to Rule 21F under the Securities Exchange Act of 1934).


 






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EXECUTION VERSION


 


6.        Notification.
Executive agrees that in the event he is subpoenaed by any person or entity (including, but
not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates
to his employment by the Company and/or its affiliates, Executive will give prompt notice of such request to the Company at 24
West 40th Street, 8th Floor, New York, New York, and will make no disclosure until the Company and/or such affiliates have had
a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.


 


7.       
Defend Trade Secret Act of 2016 Notice. Executive understands that under the Defend Trade
Secret Act, Executive will not be held criminally or civilly liable under any federal or state trade secret law (including the
Defend Trade Secrets Act of 2016) for the disclosure of a trade secret that is made in confidence to a federal, state, or local
government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law. Executive
also will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret
that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.


 


8.       Company
Acknowledgement. The Company acknowledges and reaffirms its requirement to instruct
its directors and officers not to disparage Executive as previously stated in Section 6(c) of the Confidentiality Agreement.


 


9.       Acknowledgments.
Executive acknowledges that Executive has carefully read and fully understands this Agreement.
Executive acknowledges that Executive has not relied on any statement, written or oral, which is not set forth in this Agreement.
Executive is hereby advised to consult with an attorney of his choice prior to executing this Agreement. Executive acknowledges
that he has been provided a period of at least twenty-one (21) days from the date he received this Agreement to consider whether
to sign it, and that he may revoke his execution of this Agreement for a period of seven (7) days after the date he signs it as
provided below. Changes to this Agreement, whether material or non-material, shall not restart
the aforementioned twenty-one (21)-day period. Executive acknowledges that Executive is not waiving or releasing any rights or
claims that may arise after the date of execution of this Agreement; that Executive is releasing claims under the Age Discrimination
in Employment Act and the Older Workers Benefit Protection Act; and that Executive executes this Agreement in exchange for monies
in addition to those to which Executive is already entitled. Executive enters into this Agreement knowingly, willingly and voluntarily
in exchange for the Separation Consideration, and has had an adequate opportunity to make whatever investigation or inquiry Executive
needed.


 






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EXECUTION VERSION


 


10.    
Revocation. Executive may revoke this Agreement if he does so within seven (7)
days following his signing this Agreement. Notice of revocation must be provided in writing to the Company no later than the seventh
day following the execution of this Agreement. This Agreement becomes effective on the day immediately following the expiration
of the seven (7) day revocation period, if Executive does not revoke his approval of this Agreement. In the event that Executive
does not accept this Agreement in the required time frames, or if the Executive revokes this Agreement as provided in this Section
9, this Agreement, including but not limited to the obligation of the Company to provide the Separation Benefits, shall be deemed
automatically null and void.


 


11.     Complete
Agreement; Inconsistencies. This Agreement, together with the other agreements specifically
referenced herein, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used
to interpret, change or restrict, the express terms and provisions of this Agreement. For the avoidance of doubt, this Agreement
shall not supersede or modify the terms of the Confidentiality Agreement, which shall remain in full force and effect following
the execution of this Agreement.


 


12.     No
Strict Construction; Interpretation. The language used in this Agreement will be deemed to
be the language mutually chosen by the parties to reflect their mutual intent, and no doctrine of strict construction will be applied
against any party. Any use of the term “including” or “include” in this Agreement shall be interpreted
to mean “including, without limitation,” or “include, without limitation,” as the case may be.


 


13.     No
Admission of Liability. Nothing herein will be deemed or construed to represent an admission
by the Company or the other Released Parties of any violation of law or other wrongdoing of any kind whatsoever.


 


14.     Third
Party Beneficiaries. The Released Parties are intended third-party beneficiaries of this
Agreement, and this Agreement may be enforced by each of them in accordance with the terms hereof in respect of the rights granted
to such Released Parties and Released Parties hereunder. Except and to the extent set forth in the preceding sentence, this Agreement
is not intended for the benefit of any person other than the Parties, and no such other person will be deemed to be a third party
beneficiary hereof.


 


15.     Governing
Law; Venue. This Agreement and the rights and obligations of the parties hereunder shall
be construed in accordance with and governed by the law of the State of New York, without giving effect to the conflict of law
principles thereof. Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the Supreme
Court of the State of New York, New York County, or of the United States of America for the Southern District of New York. By execution
and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally,
the exclusive jurisdiction of the aforesaid courts with respect to any legal action or proceeding with respect to this Agreement.


 






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EXECUTION VERSION


 


16.     Jury
Waiver. ANY, ACTION, DEMAND, CLAIM, OR COUNTERCLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT,
EXECUTIVE’S EMPLOYMENT WITH THE COMPANY OR THE TERMINATION THEREOF SHALL BE RESOLVED BY A JUDGE ALONE AND EACH OF COMPANY
AND EXECUTIVE WAIVE ANY RIGHT TO A JURY TRIAL THEREOF.


 


17.     Severability.
In the event that any provision or term of this Agreement is held to be invalid, prohibited or
unenforceable for any reason, such provision or term shall be deemed severed from this Agreement, without invalidating the remaining
provisions, which shall remain in full force and effect.


 


18.     Counterparts.
This Agreement may be executed in two or more counterparts, and by different parties hereto on
separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
For all purposes a signature by fax shall be treated as an original.


 


19.     Successors
and Assigns. The parties’ obligations hereunder will be binding upon their successors
and assigns. The parties’ rights and the rights of the other Released Parties will inure to the benefit of, and be enforceable
by, any of the parties’ and Released Parties’ respective successors and permitted assigns. The Company may assign all
rights and obligations of this Agreement to any successor in interest to the assets of the Company. The Executive may not assign
any of his rights or obligations under this Agreement without the prior written consent of the Company. 


 


20.     Amendments
and Waivers. The terms and provisions of this Agreement may be modified or amended only by
written agreement executed by the parties hereto.


 


21.     Headings.
The headings of the sections and subsections of this Agreement are for purposes of convenience
only, and will not be deemed to amend, modify, expand, limit or in any way affect the meaning of any of the provisions hereof.


  


 


 


 





	/s/ David Solomon	 	7/18/2018	 
	David Solomon	 	Date	 
	 	 	 	 
	 	 	 	 
	AKARI THERAPEUTICS PLC	 	 	 
	 	 	 	 
	/s/ Ray Prudo	 	 	 
	Ray Prudo	 	 	 
	Chairman of the Board of Directors




	 	 	 
	 	 	 	 
	Address:




	 	 	 




 




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EXECUTION VERSION


 


Exhibit A


 


	July 18, 2018	$93,202.24




 


PROMISSORY NOTE


 


FOR VALUE RECEIVED, and good and valuable
consideration, the undersigned, David Horn Solomon, (“Borrower”), unconditionally promises to pay to the order of Akari
Therapeutics, Plc. (“Payee”), at Payee’s address at 24 West 40th Street, 8th Floor, New York, New York, or at
such other place as may be designated by Payee to Borrower, the principal sum of Ninety Three Thousand Two Hundred and Two Dollars
and Twenty Four cents ($93,202.24) (the “Principal Amount”) with the Principal Amount and all accrued but unpaid interest
thereon to be due and payable as specified in this Note until all principal balance, accrued interest and costs are fully paid,
which shall be on or about November 8, 2019 (the “Maturity Date”), subject to the provisions herein.


 


Interest shall accrue on the outstanding Principal
Amount from the date hereof, until fully paid, at the current applicable federal rate for short term loans (the “Interest
Rate”). All computations of interest shall be made on the basis of a 360 day year for the actual number of days (including
the first day but excluding the last day) occurring in the period for which interest is payable. Nothing contained in this Note,
or in any other document relating hereto, shall be construed or so operate as to require Borrower to pay interest in an amount
or at a rate greater than the highest rate permissible under applicable law. Any interest or other charge paid by Borrower in excess
of the highest rate permissible under applicable law shall be automatically credited against and in reduction of the principal
balance, and any portion of said excess that exceeds the principal balance shall be paid by the Payee to Borrower.


 


This Note shall immediately become due and
payable as to any amount on the Maturity Date, without notice or demand, and earlier upon the occurrence of any of the following:
(i) filing by or against Borrower of any petition under applicable bankruptcy, insolvency or similar laws; (ii) application for,
or appointment of, a receiver of Borrower’s property; (iii) as against Borrower, the issuance of a warrant of attachment
or entry of a judgment; (iv) failure by Borrower to pay any tax when due; (v) offering by Borrower of a composition or extension
to creditors; (vi) making by Borrower of an assignment for benefit of creditors; or (vii) default in payment or performance of
this Note or of any of the obligations of this Note or breach of any other obligation of Borrower to Payee or to any entity, now
existing or hereafter arising, that directly or indirectly, through one or more intermediaries, controls or is controlled by or
under common control with Payee (“Affiliate”).


 


Borrower shall have the right to prepay all
or a portion of the unpaid principal balance of this Note at any time without penalty.


 


Borrower hereby waives grace, demand and presentment
for payment, notice of nonpayment, protest and notice of protest, diligence, filing suit, and all other notice requirements. In
the event of a dispute regarding this Note or if enforcement proceedings are required in order to collect this Note, the prevailing
party shall be entitled to recover all reasonable costs and expenses, including attorneys’ fees.


 






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EXECUTION VERSION


 


Borrower expressly waives Borrower’s
right to assert defenses, setoffs and counterclaims of any kind in any action or proceeding in any court arising on, out of, under,
by virtue of, or in any way relating to this Note or the transactions contemplated hereby. This waiver by Borrower is a condition
precedent and material inducement for Payee to make the loan contemplated hereby and to enter into the Note. Borrower confirms
that the foregoing waiver is informed and voluntary.


 


This Note may not be assigned, in whole or
in part, by Borrower without the prior written consent of the Payee (any purported assignment hereof in violation of this provision
being null and void).


 


This Note will be governed by and construed
in accordance with the laws of the State of New York without giving effect to the principles of conflicts of laws thereof. Borrower
agrees that any and all disputes arising under this Note are subject to litigation in the courts of the State of New York. With
regard to any and all disputes arising under this Note, Borrower hereby irrevocably submits to (A) the jurisdiction of the courts
of the State of New York and (B) service of process by mail. Borrower hereby waives all his rights to personal service of process.
Borrower hereby waives grace, demand and presentment for payment, notice of nonpayment, protest and notice of protest, diligence,
filing suit, and all other notice requirements. Borrower expressly promises to pay Payee all of its costs of collection of all
amounts due hereunder, including reasonable attorneys’ fees.


 


This Note sets forth the entire understanding
of the parties with regard to the subject matter hereof and supersedes all prior discussions, negotiations, representations, and
agreements of the parties, whether oral or in writing, with respect to the entire subject matter hereof. No modification or waiver
of any provision hereof will be binding upon any party unless in writing and signed by the parties hereto, and this Note may not
be changed or terminated orally.


 


The invalidity or unenforceability of any
particular provision of this Note shall not affect the other provisions and this Agreement shall be construed in all respects as
if such invalid or unenforceable provisions were omitted.


  


 


IN WITNESS WHEREOF, Borrower has executed
this Note on the date first above written.


  


 


__/s/ David Horn Solomon______________________


 


David Horn Solomon


 


Date July 18, 2018


 






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