Exhibit
10.11


 








DATED
          2021


 


(1)
Vaccitech PLC and 


(2)
Georgy Egorov


 


SERVICE
AGREEMENT






     


     

    

Index


 





 




	Clause
    No.	Page
    No.
	 	 
	1.   	INTERPRETATION	1
	2.   	APPOINTMENT	2
	3.   	DURATION
    AND WARRANTIES	2
	4.   	SCOPE
    OF THE EMPLOYMENT	4
	5.   	HOURS
    AND PLACE OF WORK	5
	6.   	REMUNERATION	6
	7.   	PENSION	6
	8.   	BENEFITS	7
	9.   	EXPENSES	8
	10.   	HOLIDAY	8
	11.   	INCAPACITY	9
	12.   	OTHER
    PAID LEAVE	10
	13.   	TRAINING	10
	14.   	DEDUCTIONS	10
	15.   	RESTRICTIONS
    ON OTHER ACTIVITIES BY THE EXECUTIVE	11
	16.   	CONFIDENTIALITY	11
	17.   	DATA
    PROTECTION	13
	18.   	INVENTIONS
    AND INTELLECTUAL PROPERTY RIGHTS	15
	19.   	STATEMENTS	18
	20.   	TERMINATION
    OF EMPLOYMENT	18
	21.   	GARDEN
    LEAVE	20
	22.   	POST
    TERMINATION OBLIGATIONS OF THE EXECUTIVE	21
	23.   	WHISTLEBLOWING	24
	24.   	AMALGAMATION
    AND RECONSTRUCTION	24
	25.   	DISCIPLINARY
    AND GRIEVANCE PROCEDURES	24
	26.   	NOTICES	25
	27.   	ENTIRE
    AGREEMENT AND FORMER SERVICE AGREEMENT(S)	25
	28.   	GOVERNING
    LAW AND JURISDICTION	26
	29.   	COUNTERPARTS	26
	30.   	THIRD
    PARTY RIGHTS	26
	31.  	GENERAL	26




     


     

    

THIS AGREEMENT is made the day of                     2021




 


BETWEEN


 


		(1)	VACCITECH
                                         PLC registered in England and Wales with Company Number 13282620 of The Schrodinger
                                         Building 2nd Floor, Heatley Road, Oxford Science Park, Oxford, Oxfordshire, England,
                                         OX4 4GE (Company); and



 


		(2)	Georgy
                                         Egorov of Flat 4, 154 Gloucester Terrace, London, W2 6HR.(Executive)



 


The
Board has approved the terms of this Agreement under which the Executive is to be employed.


 


		1.	INTERPRETATION



 


		1.1	In
                                         this Agreement the following words and expressions have the following meanings unless
                                         inconsistent with the context:



 


	Board	means
    the board of directors from time to time of the Company and includes any committee of the board of directors duly appointed
    by it;
	 	 
	Companies
         

        Acts
	means
    the Companies Act 1985, the Companies Act 1989 and the Companies Act 2006;
	 	 
	Employment	means
    the Executive’s employment under this Agreement;
	 	 
	ERA

         

        Group
        Member 
	means
        the Employment Rights Act 1996;

         

        means
        the Company and any “group undertaking” (as defined in section 1161 of the Companies Act 2006) of the Company; 

	 	 
	Intellectual
        

        Property 

        Rights
        

         
	means
    patents, rights to inventions, copyright and related rights, trade marks, trade names and domain names, rights in get-up,
    rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database
    rights, topography rights, tights in confidential information {including know-how and trade secrets) and any other intellectual
    property rights, in each case whether registered or unregistered and including ail applications (or rights to apply) for,
    and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will
    subsist now or in the future in any part of the world;





     


     

    



	Pre- 

        Contractual
         

        Statement
         
	means
    any undertaking, promise, assurance, statement, representation or warranty (whether in writing or not) of any person relating
    to the Employment which is not expressly set out in this Agreement or any documents referred to in ft; and
	 	 
	Regulations	means
    the Working Time Regulations 1998,


 


		1.2	References
                                         to clauses, sub clauses and schedules are, unless otherwise stated, references to clauses
                                         and sub clauses of and schedules to this Agreement.



 


		1.3	The
                                         headings to the clauses are for convenience only and shall not affect the construction
                                         or interpretation of this Agreement.



 


		1.4	References
                                         to persons shall include bodies corporate, unincorporated associations and partnerships.



 


		1.5	Words
                                         and expressions defined in or for the purpose of the Companies Acts shall have the same
                                         meaning unless the context otherwise requires.



 


		2.	APPOINTMENT



 


The
Company shall employ the Executive and the Executive agrees to serve the Company as Chief Financial Officer on and subject to
the terms and conditions in this Agreement. Your duties include management of Company financials and all necessary reporting and
strategic planning to ensure Company is adequately financed to achieve its goals.


 


		3.	DURATION
                                         AND WARRANTIES



 


		3.1	The
                                         Employment shall commence on the date of the initial public offering of the Company’s
                                         shares (or securities representing those shares) on NASDAQ (Commencement Date)
                                         and, subject to clauses 20.1 and 20, shall continue until terminated by either party
                                         giving to the other not less than six months’ notice in writing.



 


		3.2	The
                                         Executive is not required to complete a probationary period.






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		3.3	For
                                         the purpose of the ERA the Executive’s period of continuous employment shall begin on
                                         the 19 October 2020. The Employment is not continuous with any previous employment with
                                         any other employer



 


		3.4	The
                                         Executive represents and warrants that, in entering into and performing his duties under
                                         this Agreement:



 


		(a)	he
                                         is not subject to any restriction that might hinder or prevent him from performing any
                                         of his duties in full;



 


		(b)	he
                                         will not be in breach of any other contract of employment or any other obligation to
                                         any third party;



 


		3.5	The
                                         Executive further warrants that he has no criminal convictions and has never been disqualified
                                         from being a company Executive.



 


		3.6	The
                                         Executive’s employment is conditional on the Executive having, and at all times during
                                         the Employment continuing to have, the right to live and work for the Company in the
                                         United Kingdom. The Executive undertakes to notify the Company immediately if any such
                                         right to work ceases, or is reasonably expected to cease during the Employment and to
                                         immediately provide the Company with written details of changes to the Executive’s personal
                                         circumstances or immigration status that might affect the Executive’s immigration permission
                                         or the right to work evidence that the Executive has provided previously to the Company.



 


		3.7	In
                                         order for the Company to comply with its duties to prevent illegal working, if the Executive
                                         holds a work visa sponsored by the Company or any Group Member, the Executive is required
                                         to notify the Company in writing within five working days of any change in the Executive’s
                                         personal contact details (home address, home telephone number and mobile telephone number).



 


		3.8	The
                                         Executive undertakes to provide on request to the Company all necessary cooperation and
                                         such documentary or online evidence as it may require to verify to its complete satisfaction
                                         the Executive’s right to work for the Company in the United Kingdom. The Executive acknowledges
                                         that the Executive’s continuing employment with the Company is conditional on compliance
                                         with this obligation and the duties in clauses 3.7 and 3.8, and that failure to comply
                                         to the Company’s satisfaction may result in disciplinary action under the Company’s disciplinary
                                         procedure.






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		4.	SCOPE
                                         OF THE EMPLOYMENT



 


		4.1	The
                                         Executive shall:



 


		(a)	devote
                                         the whole of his time, attention, ability and skills to his duties;



 


		(b)	faithfully
                                         and diligently perform such duties and exercise such powers consistent with his position
                                         as may from time to time be assigned to or vested in him by the Board;



 


		(c)	comply
                                         with all reasonable and lawful directions of the Board;



 


		(d)	comply
                                         with all the Company’s articles of association, rules, regulations, policies and procedures
                                         from time to time in force and applicable to him;



 


		(e)	exercise
                                         his duties in compliance with the requirements of the Bribery Act 2010 and use all reasonable
                                         endeavours to assist the Company and any Group Member in preventing bribery from being
                                         conducted on its behalf in contravention of that Act



 


		(f)	at
                                         all times act in the best interests of the Company and its Group Members and use his
                                         best endeavours to promote and protect the interests of the Company, its Group Members
                                         and its employees; and



 


		(g)	keep
                                         the Board at all times promptly and fully informed (in writing if so requested) of his
                                         conduct of the business of the Company and any Group Member and provide such explanations
                                         in connection with such conduct as the Board may from time to time require.



 


		4.2	Subject
                                         to clause 4.3 the Company reserves the right to assign the Executive duties of a different
                                         nature on a permanent or temporary basis either in addition to or instead of those referred
                                         to in clause 4.1 above, it being understood that he will not be assigned duties which
                                         he cannot reasonably perform or which are inconsistent with his position and status.



 


		4.3	During
                                         any period of notice of termination (whether given by the Company or the Executive),
                                         the Company shall be at liberty to assign the Executive such other duties as the Company
                                         shall reasonably determine.



 


		4.4	The
                                         Executive shall not, without the prior consent of the Board:-



 


		(a)	on
                                         behalf of the Company or any Group Member, incur any capital expenditure in excess of
                                         such sum as may be authorised from time to time;



 


		(b)	on
                                         behalf of the Company or any Group Member, enter into any commitment, contract or arrangement
                                         otherwise than in the normal course of business or outside the scope of his normal duties,
                                         or of an unusual, onerous or long term nature,






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		4.5	The
                                         Executive confirms that he has disclosed to the Company all circumstances in respect
                                         of which there is, or there might be, a conflict or possible conflict of interest between
                                         the Company or any Group Member and the Executive and he agrees to disclose fully to
                                         the Company any such circumstances that might arise during the Employment. For the avoidance
                                         of doubt, this includes but is not limited to, disclosing to the Company any activity
                                         by a third party or the Executive himself which might reasonably be expected to harm
                                         the Company or any Group Member or their business or destabilise their workforce.



 


		5.	HOURS
                                         AND PLACE OF WORK



 


		5.1	The
                                         Executive shall be required to work such hours as are necessary for the proper performance
                                         of his duties. The Executive’s normal hours of work are Monday to Friday inclusive between
                                         the hours of 9 am to 5 pm and the Executive will be allowed one hour for lunch.



 


		5.2	The
                                         Executive acknowledges that the Executive holds a senior executive position with certain
                                         autonomous decision taking powers and therefore is not subject to regulation 4(1) of
                                         the Working Time Regulations but without prejudice to that the Executive agrees that
                                         the 48 hour weekly working time limit under the Working Time Regulations shall not apply
                                         to him. He understands that he can withdraw his agreement to this by giving the Company
                                         not less than 3 months’ written notice.



 


		5.3	The
                                         Executive’s principal place of work will be in the Company’s offices at The Schrodinger
                                         Building Heatley Road The Oxford Science Park Oxford OX4 4GE or any such place as the
                                         Company shall from time to time direct. The Executive will be given reasonable notice
                                         of any change in his place of work.



 


		5.4	The
                                         Executive may be required to travel throughout the United Kingdom and overseas in the
                                         performance of his duties.



 


		5.5	The
                                         Executive shall not be required to work outside the UK for any continuous period of more
                                         than one month. If by agreement the Executive is required to work outside the United
                                         Kingdom for a period of one month or more the Executive will be paid his normal salary
                                         in sterling and his normal contractual benefits will continue unless otherwise agreed
                                         at the relevant time.






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		6.	REMUNERATION



 


		6.1	The
                                         Company shall pay to the Executive a basic salary at the rate of £318,100 per annum,
                                         which shall be subject to tax and National Insurance contributions. This salary will
                                         accrue from day to day and will be payable by equal monthly instalments in arrears, normally
                                         on or around the twenty-eighth day of each calendar month by credit transfer to a bank
                                         account nominated by the Executive and will include any director’s and other fees and
                                         emoluments receivable by the Executive as a director of the Company or of a Group Member.



 


		6.2	The
                                         Board will review the Executive’s salary annually. The Company shall not be obliged to
                                         make any increase, but shall not make any decrease. There will be no review of the salary
                                         after notice of termination has been given by either party.



 


		6.3	The
                                         Executive will not be entitled to receive any additional remuneration for work performed
                                         outside normal business hours for the Company.



 


		6.4	The
                                         Executive may be entitled to be paid a bonus of up to 40% of salary annually. The Bonus
                                         will be subject to deductions of relevant tax and National Insurance contributions. Any
                                         bonus is paid at the absolute discretion of the Company, taking into account specific
                                         performance targets to be notified to the Employee from time to time.



 


		6.5	The
                                         Bonus will not be payable unless, on the date payment of the bonus is made, the Executive
                                         is still in employment with the Company and neither the Executive nor the Company has
                                         given or received notice of termination of employment.



 


		6.6	Any
                                         bonus payment payable to the Executive will not be taken into account for the purpose
                                         of calculating pension contributions.



 


		6.7	Where
                                         the Employment is terminated for whatever reason, and whether lawfully or unlawfully
                                         or in breach of contract, he shall not be entitled to compensation for loss of office
                                         or of any rights or benefits under any share option or award, bonus, long-term incentive
                                         plan (or similar) or other profit sharing scheme operated by the Company or any Group
                                         Member in which he may participate.



 


		7.	PENSION



 


		7.1	The
                                         Company will comply with the employer pension duties in respect of the Employee in accordance
                                         with Part 1 of the Pensions Act 2008.



 


		7.2	The
                                         Company shall match the Executive’s contributions, up to an amount equivalent to 5% of
                                         the Executive’s basic salary, into the Company’s Pension Plan (Company Pension)
                                         subject to its rules from time to time in force and any statutory limits imposed from
                                         time to time. Details of the Company Pension can be obtained from the HR Department.






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		8.	BENEFITS



 


		8.1	The
                                         Executive will:



 


		(a)	will
                                         be entitled to be a member of the Company’s private medical expenses scheme provided
                                         by AXA or such other medical expenses scheme as the Company may make available from time
                                         to time;



 


		(b)	may
                                         while the Employment continues participate in any life assurance scheme as the Company
                                         may make available from time to time under which a lump sum benefit shall be payable
                                         on the Executive’s death;



 


		(c)	the
                                         Executive may participate in any permanent health insurance scheme from time to time
                                         operated by the Company and notified to the Executive in writing as being applicable
                                         to the Executive (the “PHI Scheme”). The Executive’s participation in the PHI
                                         Scheme will be subject to the following additional terms:



 


		(i)	the
                                         precise terms of the PHI Scheme shall be at the Company’s discretion;



 


		(ii)	the
                                         Company shall only be obliged to make payments to the Executive under the PHI Scheme
                                         if it has received payment from the insurance provider for that purpose;



 


		(iii)	all
                                         payments under the PHI Scheme will be subject to the Executive’s acceptance of such variations
                                         to the Executive’s terms and conditions of employment as may from time to time be requested
                                         by the Company;



 


		(iv)	all
                                         payments under the PHI Scheme will be subject to such deductions as may be required by
                                         law and also a sum equivalent to any employer’s national insurance contributions which
                                         are payable by the Company in respect of any payment under the PHI Scheme and which are
                                         not reimbursed by the insurer under the PHI scheme; and



 


		(v)	where
                                         payments are made under the PHI Scheme, all other benefits provided to or in respect
                                         of the Executive by the Company will cease immediately (if they have not done so already)
                                         except those benefits for which the Company receives, from the insurer under the PHI
                                         Scheme, reimbursement in full of the total cost of the Company of the benefit;






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		8.2	The
                                         Executive may be entitled to receive such other benefits as the Company may make available
                                         from time to time. The Company reserves the right to vary, replace or withdraw such benefits
                                         at any time. Details of benefits referred to in clause may be obtained from HR.



 


		8.3	In
                                         the event that the Executive is absent by reason of ill-health he will continue to cooperate
                                         with and act in good faith towards the Company including but not limited to staying in
                                         regular contact with the Company and providing it with such information about their health,
                                         prognosis and progress as the Company may require.



 


		9.	EXPENSES



 


The
Company shall reimburse the Executive in respect of all expenses reasonably incurred by him in the proper performance of his duties,
subject to the Executive providing such receipts or other evidence that the Company may require,


 


		10.	HOLIDAY



 


		10.1	The
                                         Executive shall be entitled to receive his normal remuneration for all bank and public
                                         holidays normally observed in England and a further 25 working days holiday in each holiday
                                         year, being the period from 1 January to 31 December. The Executive may only take his
                                         holiday at such times as are agreed with the CEO.



 


		10.2	In
                                         the holiday years in which the Employment commences or terminates, the Executive’s entitlement
                                         to holiday shall accrue on a pro-rata basis for each complete month of service during
                                         the relevant year.



 


		10.3	If,
                                         on the termination of the Employment, the Executive has exceeded his accrued holiday
                                         entitlement, the Executive will be required to refund to the Company a sum representing
                                         such unearned holiday or the excess may be deducted from any sums due to him. If the
                                         Executive has any unused holiday entitlement, the Board may either require the Executive
                                         to take such unused holiday during any notice period or accept payment in lieu. Any payment
                                         in lieu shall only be made in respect of holiday accrued in accordance with clause 10.2
                                         above during the Executive’s final holiday year. Payments under this clause shall be
                                         calculated at a rate of 1/260 of annual basic salary, or at such other rate as required
                                         by law, payable to the Executive pursuant to clause 10.1 from time to time per day of
                                         holiday.






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		10.4	Holiday
                                         entitlement for one holiday year may not be taken in subsequent holiday years unless
                                         otherwise agreed by the Board. Failure to take holiday entitlement in the appropriate
                                         holiday year will lead to forfeiture of any accrued holiday not taken, without any right
                                         to payment in lieu.



 


		10.5	The
                                         Executive may take his statutory holiday (or part of it) during any period of sickness
                                         absence at such times and on such notice as may be agreed with the Board.



 


		11.	INCAPACITY



 


		11.1	Subject
                                         to the Executive’s compliance with the Company’s rules from time to time in force regarding
                                         sickness notification and doctor’s certificates, details of which can be obtained from
                                         the HR Department and subject to the Company’s right to terminate the Employment for
                                         any reason including without limitation incapacity, if the Executive is at any time absent
                                         on medical grounds the Company shall pay to the Executive his normal basic salary for
                                         a maximum of 30 days in aggregate In any rolling period of 12 months (Company Sick
                                         Pay). The Company reserves the right to pay Company Sick Pay in addition to the above
                                         entitlement at its absolute discretion.



 


		11.2	In
                                         the event of incapacity, the Company reserves the right to require the Executive to undergo
                                         a medical examination by a doctor or consultant nominated by it, at any time including
                                         at any stage of absence at the Company’s expense, and the Executive agrees that he will
                                         undergo any requisite tests and examinations and will fully cooperate with the relevant
                                         medical practitioner.



 


		11.3	Payment
                                         of Company Sick Pay to the Executive pursuant to clause 11.1 shall be inclusive of any
                                         Statutory Sick Pay and any Social Security Sickness Benefit or other benefits to which
                                         the Executive may be entitled, whether or not claimed.



 


		11.4	If
                                         the Executive’s absence shall be caused by the actionable negligence of a third party
                                         in respect of which damages are recoverable, then all sums paid by the Company shall
                                         constitute loans to the Executive, who shall:



 


		(a)	immediately
                                         notify the Company of all the relevant circumstances and of any claim, compromise, settlement
                                         or judgement made or awarded;



 


		(b)	if
                                         the Board so requires, refund to the Company such sum as the Board may determine, not
                                         exceeding the lesser of:



 


		(i)	the
                                         amount of damages recovered by him under such compromise, settlement or judgement; and






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		(ii)	the
                                         sums advanced to him in respect of the period of incapacity;



 


in
either case less such amounts the Executive has paid to recover the sum (fees, costs etc)


 


		11.5	Any
                                         actual or prospective entitlement to Company Sick Pay or, private medical insurance or
                                         other long term disability benefits shall not limit or prevent the Company from exercising
                                         its right to terminate the Employment in accordance with clauses 3.1 or 20 or otherwise
                                         and the Company shall not be liable for any loss arising from such termination.



 


		11.6	If
                                         the Executive is prevented by incapacity from properly performing his duties under this
                                         Agreement for a consecutive period of 20 working days the Board may appoint another person
                                         or persons to perform those duties until such time as the Executive is able to resume
                                         fully the performance of his duties.



 


		12.	OTHER
                                         PAID LEAVE



 


		12.1	Apart
                                         from holiday, the Executive may be entitled to the following other paid leave: maternity
                                         leave, paternity leave, adoption leave, shared parental leave, parental bereavement leave,
                                         time off for trade union duties, and such other statutory leave as may be available from
                                         time to time. Any leave will be subject to statutory eligibility requirements and Company
                                         rules on eligibility which are available from HR.



 


		12.2	The
                                         Company does not provide paid leave over and above any statutory entitlement.



 


		13.	TRAINING



 


		13.1	There
                                         is no particular training required for this role but the Company will make training opportunities
                                         available to the Executive from time to time. Further details are available from HR.



 


		14.	DEDUCTIONS



 


For
the purposes of the ERA, the Executive hereby authorises the Company to deduct from his remuneration or other sums due to the
Executive any sums due from him to the Company by reason of the Employment (or its termination) the value of any claim of whatever
nature and in whatever capacity that the Company may have against the Executive including, without limitation, any overpayments
of salary, overpayments of holiday pay whether in respect of holiday taken in excess of that accrued during the holiday year or
otherwise, loans or advances made to him by the Company, any fines incurred by the Executive and paid by the Company, the cost
of repairing any damage or loss to the Company’s property caused by him any contributions that the Company may deduct in accordance
with the automatic enrolment requirements of the Pensions Act 2008 when they apply to the Company, any amounts payable by the
Executive as member contributions to such pension scheme or arrangement as the Company has in place in respect of the Executive
from time to time and all losses suffered by the Company as a result of any negligence or breach of duty by the Executive.





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		15.	RESTRICTIONS
                                         ON OTHER ACTIVITIES BY THE EXECUTIVE



 


		15.1	During
                                         the Employment the Executive shall not directly or indirectly be employed, engaged, concerned
                                         or interested in any other business or undertaking without the prior written consent
                                         of the Board or be involved in any activity which the Board reasonably considers may
                                         be, or become, harmful to the interests of the Company or which might reasonably be considered
                                         to interfere with the performance of the Executive’s duties under this Agreement provided
                                         that this clause 15.1 shall not prohibit the holding (directly or through nominees) of
                                         investments as long as not more than 5 per cent of the issued shares or other securities
                                         of any class of any one company shall be so held.



 


		15.2	Subject
                                         to any regulations issued by the Company, the Executive shall not be entitled to receive
                                         or obtain directly or indirectly any discount, rebate or commission in respect of any
                                         sale or purchase of goods effected or other business transacted (whether or not by him
                                         by or on behalf of the Company) and if he (or any firm or company in which he is interested)
                                         shall obtain any such discount, rebate or commission, he shall account to the Company
                                         for the amount received by him (or a due proportion of the amount received by such company
                                         or firm having regard to the extent of his interest in it).



 


		16.	CONFIDENTIALITY



 


		16.1	The
                                         Executive shall neither during the Employment (except in the proper performance of his
                                         duties) nor at any time (without limit) after the termination of the Employment:



 


		(a)	divulge
                                         or communicate to any person, company, business entity or other organisation;



 


		(b)	use
                                         for his own purposes or for any purposes other than those of the Company; or



 


		(c)	through
                                         any failure to exercise due care and diligence, permit or cause any unauthorised disclosure
                                         of any Confidential Information, provided that these restrictions shall cease to apply
                                         to any information which shall become available to the public generally otherwise than
                                         through an unauthorised disclosure by the Executive or any other person.






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		16.2	For
                                         the purposes of this Agreement Confidential Information shall mean, in relation
                                         to the Company:



 


		(a)	trade
                                         secrets;



 


		(b)	information
                                         relating to research activities. Inventions, discoveries, secret processes, designs,
                                         know how, technical specifications and processes, formulae, intellectual property rights,
                                         computer software, product lines and any other technical Information relating to the
                                         creation, production or supply of any past, present or future product or service,



 


		(c)	any
                                         inventions or improvements which the Executive may make or discover during the Employment;



 


		(d)	any
                                         information relating to the business or prospective business,



 


		(e)	details
                                         of suppliers, their services and their terms of business,



 


		(f)	details
                                         of customers and their requirements, the prices charged to them and their terms of business,



 


		(g)	pitching
                                         material, marketing plans and sales forecasts of any past, present or future products
                                         or services,



 


		(h)	information
                                         relating to the business, corporate plans, management systems, accounts, finances and
                                         other financial information, results and forecasts (save to the extent that these are
                                         included in published audited accounts),



 


		(i)	proposals
                                         relating to the acquisition or disposal of a company or business or any part thereof;



 


		(j)	proposals
                                         for expansion or contraction of activities, or any other proposals relating to the future;



 


		(k)	details
                                         of employees and officers and of the remuneration and other benefits paid to them,



 


		(l)	information
                                         given in confidence by clients, customers suppliers or any other



 


		(m)	any
                                         other information which the Executive is notified is confidential; and



 


		(n)	any
                                         other information which the Company could reasonably be expected to regard as confidential,
                                         whether or not such information is reduced to a tangible form or marked in writing as
                                         “confidential”, including but not limited to, information which is commercially
                                         sensitive, which comes into the Executive’s possession by virtue of the Employment and
                                         which is not in the public domain and all information which has been or may be derived
                                         or obtained from any such information or that the Executive can demonstrate was known
                                         to the Executive prior to commencement of the Employment.






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		16.3	The
                                         Executive acknowledges that all notes, memoranda, records, lists of customers and suppliers
                                         and employees, correspondence, documents, computer and other discs and tapes, data listings,
                                         databases, codes, designs and drawings and any other documents and material whatsoever
                                         (whether made or created by the Executive or otherwise) relating to the business of the
                                         Company (and any copies of the same) or which is created or stored on the Company’s equipment
                                         and systems:



 


		(a)	shall
                                         be and remain the property of the Company; and



 


		(b)	shall
                                         be handed over by the Executive to the Company on demand and in any event on the termination
                                         of the Employment and the Executive shall certify that ail such property has been so
                                         handed over and that no copies or extracts have been retained.



 


		16.4	Clause
                                         16.1 shall only bind the Employee to the extent allowed by law and nothing in this clause
                                         shall prevent the Employee from making a statutory disclosure. Clause 16.1 shall not
                                         apply to Confidential Information to the extent that the Executive is required to disclose
                                         to any court or regulatory body or competent jurisdiction or that the Executive is prevented
                                         from making a protected disclosure within the meaning of section 43A of the Employment
                                         Rights Act 1996 and/or a relevant pay disclosure made in compliance with section 77 of
                                         the Equality Act 2010.



 


		17.	DATA
                                         PROTECTION



 


		17.1	Unless
                                         the context otherwise requires, the terms “Personal Data” and “Sensitive
                                         Personal Data” shall have the meanings given to them in (i) the Data Protection
                                         Act 1998, (ii) from its effective date, the General Data Protection Regulation (Regulation
                                         (EU) 2016/679 of the European Parliament and the Council of 27 April 2016), (iii) the
                                         Data Protection Act 2018, and (iv) any similar, analogous or replacement legislation.






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		17.2	The
                                         Company hereby notifies the Executive that Personal and Sensitive Personal Data relating
                                         to the Executive (including sensitive personal data such as medical details and details
                                         of gender, race and ethnic origin) may, to the extent that it is reasonably necessary,
                                         in connection with the Executive’s employment or the business of the Company:



 


		(a)	be
                                         collected, stored or held (in hard copy and computer readable form) and/or processed
                                         by the Company; and



 


		(b)	be
                                         disclosed or transferred to other employees or workers of the Company or any other group
                                         company and their employees or workers; any other persons as may be reasonably necessary
                                         (such as third party benefit providers or administrators) or as authorised by the Company;
                                         and as otherwise required or permitted by law,



 


as
set out in, and for the purposes set out in, the privacy notice provided separately to the Executive and the Company’s privacy
policy.


 


		17.3	The
                                         Company may process your Personal and Sensitive Personal Data for a number of legitimate
                                         business purposes, including but not limited to:



 


		(a)	administering
                                         and maintaining personnel records;



 


		(b)	paying
                                         and reviewing salary and other remuneration and benefits, and providing and administering
                                         benefits (including if relevant, pension, life assurance, permanent health insurance
                                         and medical insurance);



 


		(c)	undertaking
                                         performance appraisals and reviews, maintaining sickness and other absence records, or
                                         taking decisions as to your fitness for work;



 


		(d)	providing
                                         references and information to governmental and quasi-governmental bodies, and if necessary,
                                         future employers; and



 


		(e)	enabling
                                         equal opportunity monitoring and compliance.



 


		17.4	With
                                         regard to the transfers referred to above, this may involve transfer of such data to
                                         jurisdictions outside the United Kingdom. Where the disclosure or transfer is to a destination
                                         outside the United Kingdom, the Company shall take reasonable steps to ensure that the
                                         Executive’s Personal and Sensitive Personal Data continues to be adequately protected.



 


		17.5	The
                                         Company may, from time to time, monitor the Executive’s use of the internet and of email
                                         communications received, created, stored, sent or forwarded by the Executive on equipment
                                         provided by the Company to the Executive for the performance of his duties where reasonably
                                         necessary to check facts relevant to the business, ensure compliance with Company policies
                                         and procedures and investigate or detect unauthorised use of the Company systems.






    14 


     

    



		17.6	Further
                                         details in respect of the collection, processing and transfer of Executive’s Personal
                                         and Sensitive Personal Data, together with the Company’s monitoring activities are set
                                         out in the privacy notice provided separately to the Executive and the Company’s data
                                         privacy policy.



 


		17.7	In
                                         limited cases where Executive consent is appropriate to and sought for specific processing,
                                         a separate consent notice will apply. Please note that the privacy notice, privacy policy
                                         and any separate consent notices where relevant or required, do not form part of the
                                         Executive’s contract of employment.



 


		17.8	The
                                         Company may also collect, store, use and hold Personal and Sensitive Personal Data relating
                                         to your family members (such as your spouse or children) in the course of providing and
                                         administering benefits. By signing this agreement, you confirm that you have informed
                                         your family members that their Personal and Sensitive Personal Data may be collected
                                         and processed by the Company.



 


You
agree to review and abide by the terms of the Company’s privacy and data protection policies


 


		18.	INVENTIONS
                                         AND INTELLECTUAL PROPERTY RIGHTS



 


		18.1	For
                                         the purposes of this clause 18 the following definitions apply:



 


		(a)	Employment
                                         Inventions means any Invention which is made wholly or partially by the Executive
                                         at any time during the course of his employment with the Company (whether or not during
                                         working hours or using Company premises or resources, and whether or not recorded in
                                         material form).



 


		(b)	Employment
                                         IPRs means Intellectual Property Rights created by the Executive in the course of
                                         his employment with the Company (whether or not during working hours or using Company
                                         premises or resources),



 


		(c)	Invention
                                         means any invention, idea, discovery, development, improvement or innovation, whether
                                         or not patentable or capable of registration, and whether or not recorded in any medium.



 


		18.2	The
                                         Executive acknowledges that all Employment IPRs, Employment Inventions and all materials
                                         embodying them shall automatically belong to the Company to the fullest extent permitted
                                         by law and hereby assigns, (and to the extent not capable of immediate or prospective
                                         assignment, agrees to assign) all such Employment IPRs and Employment Inventions to the
                                         Company.






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		18.3	The
                                         Executive acknowledges that, because of the nature of his duties and the particular responsibilities
                                         arising from the nature of his duties, he has, and shall have at all times while he is
                                         employed by the Company, a special obligation to further the interests of the Company.



 


		18.4	To
                                         the extent that title in any Employment IPRs or Employment Inventions do not belong the
                                         Company by virtue of clause 18.2, the Executive agrees, immediately upon creation of
                                         such rights and inventions, to offer to the Company in writing a right of first refusal
                                         to acquire them on arm’s length terms to be agreed between the parties. If the parties
                                         cannot agree on such terms within 30 days of the Company receiving the offer, the Company
                                         shall refer the dispute to a mutually acceptable independent expert (or, if agreement
                                         is not reached within five business days of either party giving notice to the other that
                                         it wishes to refer a matter to an independent expert, such independent expert as may
                                         be nominated by an appropriate authority, which the parties shall seek in good faith
                                         to agree) (Expert). In relation to matters referred to the Expert:



 


		(a)	the
                                         parties are entitled to make submissions to the Expert and will provide (or procure that
                                         others provide) the Expert with all such assistance and documents as the Expert may reasonably
                                         require for the purpose of reaching a decision. Each party shall with reasonable promptness
                                         supply each other with all information and give each other access to all documentation
                                         and personnel as the other party reasonably requires to make a submission under this
                                         clause;



 


		(b)	the
                                         parties agree that the Expert may in its reasonable discretion determine such other procedures
                                         to assist with the conduct of the determination as it considers appropriate;



 


		(c)	the
                                         Expert shall act as an expert and not as an arbitrator. The Expert’s decision shall be
                                         final and binding on the parties in the absence of fraud or



 


		(d)	the
                                         Expert’s fees and any costs properly incurred by him in arriving at his determination
                                         (including any fees and costs of any advisers appointed by the independent Expert) shall
                                         be borne by the parties in equal shares or in such proportions as the Independent Expert
                                         shall direct.



 


		18.5	The
                                         Executive agrees that the provisions of this clause 18 shall apply to all Employment
                                         IPRs and Employment Inventions offered to the Company under this clause 18,4 until such
                                         time as the Company has agreed in writing that the Executive may offer them for sale
                                         to a third party.






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		18.6	The
                                         Executive agrees:



 


		(a)	to
                                         give the Company full written details of all Employment Inventions which relate to or
                                         are capable of being used in the business of the Company promptly on their creation;



 


		(b)	at
                                         the Company’s request and in any event on the termination of his employment to give to
                                         the Company all originals and copies of correspondence, documents, papers and records
                                         on all media which record or relate to any of the Employment IPRs;



 


		(c)	not
                                         to attempt to register any Employment IPR nor patent any Employment Invention unless
                                         requested to do so by the Company; and



 


		(d)	to
                                         keep confidential each Employment Invention unless the Company has consented in writing
                                         to its disclosure by the Executive.



 


		18.7	The
                                         Executive waives all his present and future moral rights which arise under the Copyright
                                         Designs and Patents Act 1988, and all similar rights in other jurisdictions relating
                                         to any copyright which forms part of the Employment IPRs, and agrees not to support,
                                         maintain nor permit any claim for infringement of moral rights in such copyright works,



 


		18.8	The
                                         Executive acknowledges that, except as provided by law, no further remuneration or compensation
                                         other than that provided for in this Agreement is or may become due to the Executive
                                         in respect of his compliance with this clause 18. This is without prejudice to the Executive’s
                                         rights under the Patents Act 1977.



 


		18.9	The
                                         Executive undertakes to use his best endeavours to execute all documents and do all acts
                                         both during and after his employment by the Company as may, in the opinion of the Board,
                                         be necessary or desirable to vest the Employment IPRs in the Company, to register them
                                         in the name of the Company and to protect and maintain the Employment IPRs and the Employment
                                         Inventions. Such documents may, at the Company’s request, include waivers of all and
                                         any statutory moral rights relating to any copyright works which form part of the Employment
                                         IPRs. The Company agrees to reimburse the Executive’s reasonable expenses of complying
                                         with this clause 18.9.



 


		18.10	The
                                         Executive agrees to give all necessary assistance to the Company to enable it to enforce
                                         its Intellectual Property Rights against third parties, to defend claims for infringement
                                         of third party Intellectual Property Rights and to apply for registration of Intellectual
                                         Property Rights, where appropriate throughout the world, and for the full term of those
                                         rights.






    17 


     

    



		18.11	The
                                         Executive irrevocably appoints the Company to be the Executive’s attorney in the Executive’s
                                         name and on the Executive’s behalf to execute documents and do all things which are necessary
                                         or desirable for the Company to obtain for itself or its nominee the full benefit of
                                         this clause.



 


		18.12	The
                                         provisions of this clause will continue in force after the termination of this Agreement
                                         in respect of all Intellectual Property Rights created, developed, made or invented by
                                         the Executive during the Employment.



 


		19.	STATEMENTS



 


		19.1	The
                                         Executive shall not make, publish (in any format) or otherwise communicate any derogatory
                                         statements, whether in writing or otherwise, at any time either during his Employment
                                         or at any time after its termination in relation to the Company, or any of its officers
                                         or other personnel.



 


		20.	TERMINATION
                                         OF EMPLOYMENT



 


		20.1	The
                                         Company shall be entitled at its sole and absolute discretion lawfully to terminate the
                                         Executive’s employment at any time and with immediate effect by written notification
                                         to the Executive and to pay within one month following the date of such termination a
                                         payment in lieu of notice (PILON) to the Executive. For the avoidance of doubt, the termination
                                         of the Executive’s employment shall be effective on such written notification and shall
                                         not be deferred until the PILON is paid. The total PILON will be equal to the basic salary
                                         due under clause 6.1 which the Executive would have been entitled to receive under this
                                         Agreement during the notice period referred to at clause 3.1 (or, if notice has already
                                         been given, during the remainder of such notice period) subject to statutory deductions.



 


		20.2	The
                                         Company may choose to pay any PILON in equal monthly instalments until the date on which
                                         the notice period referred to at clause 3.1 would have expired had notice been given.
                                         The Executive shall be obliged to seek alternative income during this period and to notify
                                         the Company of any income so earned (whether or not in fact received by the Executive
                                         during this period). The instalment payments under this clause shall be reduced by the
                                         amount of such income.






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		20.3	Notwithstanding
                                         clause 20.1, the Executive shall not be entitled to any PILON if the Company would otherwise
                                         have been entitled to terminate the Employment without notice in accordance with clause
                                         20.5. In that case the Company shall also be entitled to recover as a debt from the Executive
                                         any net PILON (or instalments thereof) already made.



 


		20.4	Upon
                                         the termination of the Employment for whatever reason or after notice having been served
                                         or if the Executive shall cease for any reason to be a director of the Company the Executive
                                         shall forthwith, if so required by the Company:



 


		(a)	resign
                                         without any claim for compensation or damages from any office or appointment held by
                                         the Executive in the Company or in any Group Member, and of all other companies of which
                                         the Executive shall have been appointed a director by the Company or Group Member by
                                         virtue of any right of nomination vested in such member;



 


		(b)	transfer
                                         any shares held by the Executive in the Company required to be transferred either in
                                         accordance with the Company’s articles of association or any agreement by which the Executive
                                         is bound and deliver to the Company certificates thereof;



 


		(c)	take
                                         appropriate steps to update any social or professional networking site (including but
                                         not limited to Facebook, Twitter or LinkedIn) (Networking Site) to confirm the
                                         Executive is no longer employed by the Company and shall not present or position the
                                         Executive as still being employed by or a director of the Company or any Group Member
                                         or that you are connected with the Company or any Group Member in any way (save that
                                         the Executive may, at all times, disclose that the Executive worked for the Company,
                                         the dates of employment with the Company and the role and responsibilities undertaken
                                         in that time).



 


		20.5	The
                                         Company may terminate the Employment immediately by notice in writing and without any
                                         PILON (but without prejudice to the rights and remedies of the Company for any breach
                                         of this agreement and to the Executive’s continuing obligations under this agreement)
                                         if the Executive shall have, without limitation:



 


		(a)	committed
                                         any serious breach or repeated or continued breach of his obligations under this Agreement;
                                         or



 


		(b)	been
                                         guilty of conduct tending to bring him or the Company into disrepute; or






    19 


     

    



		(c)	become
                                         bankrupt or had an interim order made against him under the Insolvency Act 1986 or compounded
                                         with his creditors generally; or



 


		(d)	failed
                                         to perform his duties to a satisfactory standard despite prior warning of performance
                                         issues by the Company; or



 


		(e)	been
                                         convicted of an offence under any statutory enactment or regulation (other than a motoring
                                         offence for which no custodial sentence Is given); or



 


		(f)	during
                                         the Employment, committed any breach of clauses 15,16 and/or 18. Any delay by the Company
                                         in exercising such right of termination shall not constitute a waiver thereof.



 


		20.6	The
                                         Company reserves the right to suspend the Executive on full pay for so long as it may
                                         think fit in order to conduct any disciplinary investigation into any alleged acts or
                                         omissions by the Executive.



 


		21.	GARDEN
                                         LEAVE



 


		21.1	During
                                         any period of notice of termination (whether given by the Company or the Executive),
                                         the Company shall:



 


		(a)	be
                                         under no obligation to assign any duties to the Executive;



 


		(b)	require
                                         the Executive to perform such duties as the Board may direct at such location as the
                                         Board may decide;



 


		(c)	be
                                         entitled to exclude the Executive from its premises;



 


		(d)	require
                                         the Executive not to contact any customers, suppliers or employees;



 


		(e)	require
                                         the Executive not to remain or become involved in any respect with the business of the
                                         Company or any Group Member except as required by such Group Member or Company; and



 


		(f)	require
                                         that the Employee does not access or seek to use, access, download, save or otherwise
                                         retain copies of any of the Company’s materials, records and other information, databases,
                                         electronic communications or storage systems,



 


provided
that this shall not affect the Executive’s entitlement to receive his normal salary and contractual benefits (except that notwithstanding
any other terms of this agreement bonus or other performance related benefits shall not accrue). During any such period of exclusion
the Executive will continue to be bound by all the provisions of this Agreement and shall at all times conduct himself with good
faith towards the Company.





    20 


     

    



		21.2	During
                                         any period of garden leave, the Executive may not without the prior written consent of
                                         the Company in writing, update any LinkedIn account to notify any professional contacts
                                         added to his LinkedIn account during the course of his employment that he is leaving
                                         the Company and/or will be working elsewhere.



 


		22.	POST
                                         TERMINATION OBLIGATIONS OF THE EXECUTIVE



 


		22.1	For
                                         the purposes of this clause 22 the following definitions apply:



 


		(a)	Restricted
                                         Business means the business of the Company (or any part thereof) at the Termination
                                         Date but limited to the type of activities with which the Executive was involved to a
                                         material extent during the twelve months immediately preceding the Termination Date;



 


		(b)	Restricted
                                         Customer means any person, firm, company or other organisation who, at any time during
                                         the twelve months immediately preceding the Termination Date was a customer of or in
                                         the habit of dealing with the Company and with whom the Executive had personal dealings
                                         in the course of his employment or for whom the Executive was responsible on behalf of
                                         the Company during that period;



 


		(c)	Prospective
                                         Customer means any person, firm, company or other organisation with whom the Company
                                         had negotiations or discussions regarding a possible business relationship during the
                                         six months immediately preceding the Termination Date and with whom the Executive
                                         had material dealings in the course of his Employment, or for whom the Executive was
                                         responsible for developing the relationship on behalf of the Company during that period;



 


		(d)	Restricted
                                         Employee means any person who, at the Termination Date, was an employee of the Company
                                         who could materially damage the interests of the Company if he became employed in any
                                         competing business and with whom the Executive worked closely or was responsible for
                                         in the six months immediately preceding the Termination Date;



 


		(e)	Restricted
                                         Supplier means any person, firm, company or other organisation who, in the twelve
                                         months immediately preceding the Termination Date supplied goods and/or services to the
                                         Company including but not limited to any individual who provided services to the Company
                                         by way of a consultancy agreement (but excluding utilities or goods and services supplied
                                         for administrative purposes) and with whom the Executive dealt to a material extent during
                                         that period;






    21 


     

    



		(f)	Restriction
                                         Date means the earlier of the Termination Date and the start of any period of Garden
                                         Leave in accordance with Clause 21;



 


		(g)	Termination
                                         Date means the date of termination of the Employment (howsoever caused).



 


		22.2	The
                                         Executive acknowledges that by reason of the Employment he will have access to trade
                                         secrets, confidential information, business connections and the workforce of the Company
                                         and that in order to protect its legitimate business interests it is reasonable for him
                                         to enter into these post termination restrictive covenants and, having been given the
                                         opportunity to take independent legal advice the Executive agrees that the .restrictions
                                         contained in this clause 22 (each of which constitutes an entirely separate, severable
                                         and independent restriction) are reasonable.



 


		22.3	The
                                         Executive covenants with the Company that he will not without the prior written consent
                                         of the Company:



 


		(a)	for
                                         six months after the Restriction Date solicit or endeavour to entice away from the Company
                                         the business or custom of a Restricted Customer with a view to providing goods or services
                                         in competition with any Restricted Business;



 


		(b)	for
                                         six months after the Restriction Date solicit or endeavour to entice away from the Company
                                         the business or custom of a Prospective Customer with a view to providing goods or services
                                         in competition with any Restricted Business;



 


		(c)	for
                                         six months after the Restriction Date provide goods or services to, or otherwise have
                                         any business dealings with, any Restricted Customer in the course of any business concern,
                                         in competition with any Restricted Business;



 


		(d)	for
                                         six months after the Restriction Date provide goods or services to, or otherwise have
                                         any business dealings with, any Prospective Customer in the course of any business concern,
                                         in competition with any Restricted Business;



 


		(e)	for
                                         six months after the Restriction Date in the course of any business concern which is
                                         in competition with any Restricted Business offer to employ or engage or otherwise endeavour
                                         to entice away from the Company any Restricted Employee;






    22 


     

    



		(f)	for
                                         six months after the Restriction Date interfere or endeavour to interfere with the supply
                                         of goods and/or services by any Restricted Supplier to the Company; and



 


		(g)	for
                                         six months after the Restriction Date be engaged or concerned in any capacity in any
                                         business concern, in competition with the Restricted Business.



 


		22.4	For
                                         the avoidance of doubt, nothing in this clause 22 shall prevent the Executive from:



 


		(a)	holding
                                         as an investment by way of shares or other securities not more than 5% of the total issued
                                         share capital of any company; or



 


		(b)	being
                                         engaged or concerned in any business concern where the Executive’s work or duties relate
                                         solely to geographical areas where the business concern ‘is not in competition with the
                                         Restricted Business; or



 


		(c)	being
                                         engaged or concerned in any business concern where the Executive’s work or duties relate
                                         solely to services or activities of a kind with which the Executive was not concerned
                                         to a material extent in the twelve months before the Termination Date.



 


		22.5	The
                                         obligations undertaken by the Executive pursuant to this clause 22 extend to him acting
                                         not only on his own account but also on behalf of any other firm, company or other person
                                         and shall apply whether he acts directly or indirectly.



 


		22.6	The
                                         Executive hereby undertakes with the Company that he will not at any time after the termination
                                         of the Employment in the course of carrying on any trade or business, claim, represent
                                         or otherwise indicate any present association with the Company or for the purpose of
                                         carrying on or retaining any business or custom, claim, represent or otherwise indicate
                                         any past association with the Company to its detriment.



 


		22.7	While
                                         the restrictions in this clause 22 (on which the Executive has had the opportunity to
                                         take independent advice, as the Executive hereby acknowledges) are considered by the
                                         parties to be reasonable in all the circumstances, it is agreed that if any such restrictions,
                                         by themselves, or taken together, shall be found to go beyond what is reasonable in all
                                         the circumstances for the protection of the legitimate interests of the Company but would
                                         be considered reasonable if part or parts of the wording of such restrictions were deleted,
                                         the relevant restriction or restrictions shall apply with such deletions) as may be necessary
                                         to make it or them valid and effective,






    23 


     

    



		22.8	If
                                         the Executive accepts alternative employment or engagement with any third party during
                                         the period of any of the restrictions in this clause 22 he will provide the third party
                                         with full details of these restrictions.



 


		22.9	If
                                         the Executive’s employment is transferred by reason of the Transfer of Undertakings (Protection
                                         of Employment) Regulations 2006 he will, if requested, enter into an agreement with the
                                         new employer that contains provisions that reflect the protections provided by the Company
                                         under this clause 22.



 


		23.	WHISTLEBLOWING



 


If
the Executive wishes to make a disclosure under Sections 43A-L of the ERA he should do so without delay by contacting the chairman
of the Board in writing, expressly stating that he wishes to make a qualifying disclosure. A ‘qualifying disclosure’ is defined
for these purposes as a disclosure of information made in the public interest which, in the reasonable belief of the Executive,
tends to show one or more of the following: a criminal offence, a risk to health and safety, a failure to comply with a legal
obligation, a miscarriage of justice, environmental damage or concealment of any of these.


 


		24.	AMALGAMATION
                                         AND RECONSTRUCTION



 


		24.1	If
                                         the Company is wound up for the purposes of reconstruction or amalgamation the Executive
                                         shall not as a result or by reason of any termination of the Employment or the redefinition
                                         of his duties within the Company arising or resulting from any reorganisation of the
                                         Group have any claim against the Company for damages for termination of the Employment
                                         or otherwise so long as he shall be offered employment with any concern or undertaking
                                         resulting from such reconstruction, reorganisation or amalgamation on terms and conditions
                                         no less favourable to the Executive than the terms contained in this Agreement.



 


		25.	DISCIPLINARY
                                         AND GRIEVANCE PROCEDURES



 


		25.1	The
                                         Company’s Grievance and Disciplinary Procedures will apply to the Executive. The Company
                                         aims to follow applicable best practice in relation to any disciplinary matter or dismissal
                                         involving the Executive. However, such practice is not a contractual entitlement of the
                                         Executive and the Company reserves the right not to do so.






    24 


     

    



		26.	NOTICES



 


		26.1	Any
                                         notice or other document to be given under this Agreement shall be in writing and may
                                         be given personally to the Executive or to the Secretary of the Company (as the case
                                         may be) or may be sent by first class post to, in the case of the Company, its registered
                                         office for the time being and in the case of the Executive either to his address shown
                                         on the face of this Agreement or to his last known place of residence, or may be sent
                                         by email to the parties’ email addresses for service:



 


	Party	Email
    Address
	Company	 
	Executive	egorov@hotmail.com


 


		26.2	Any
                                         notice or other written communication shall be deemed to have been served:



 


		(a)	if
                                         delivered personally, at the time of delivery;



 


		(b)	in
                                         the case of pre-paid recorded delivery or registered post, 48 hours from the time of
                                         posting;



 


		(c)	if
                                         sent by email, at the time of transmission (if sent during normal business hours, that
                                         is 9.30 to 17.30 local time) in the place from which it was sent or (if not sent during
                                         such normal business hours) at the beginning of the next Business Day in the place from
                                         which it was sent.



 


		26.3	In
                                         proving service it shall be sufficient to prove that personal delivery was made, or that
                                         such notice or other written communication was properly addressed stamped and delivered
                                         into the custody of the postal authority as a recorded delivery or registered post or
                                         in the case of an email that an activity or other report from the sender can be produced
                                         recording the time the email was sent and the email address to which it was sent.



 


		27.	ENTIRE
                                         AGREEMENT AND FORMER SERVICE AGREEMENT(S)



 


This
Agreement together with any documents referred to in it constitute the entire agreement between the parties and shall be in substitution
for any previous letters of appointment, agreements or arrangements, (whether written, oral or implied), relating to the employment
of the Executive, which shall be deemed to have been terminated by mutual consent. The Executive acknowledges that as at the date
of this Agreement he has no outstanding claim of any kind against the Company and in entering into this Agreement he has not relied
on any P re-Contractual Statement





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		28.	GOVERNING
                                         LAW AND JURISDICTION



 


This
Agreement, shall be governed by and interpreted in accordance with English law and the parties Irrevocably agree to the exclusive
Jurisdiction of the English Courts.


 


		29.	COUNTERPARTS



 


This
Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, and
alt the counterparts together shall constitute one and the same instrument.


 


		30.	THIRD
                                         PARTY RIGHTS



 


The
Executive and the Company do not intend that any term of this Agreement should be enforceable, by virtue of the Contracts (Right
of Third Parties) Act 1999 by any third party.


 


		31.	GENERAL



 


		31.1	There
                                         are no collective agreements affecting the terms and conditions of the Executive’s employment.



 


		31.2	Any
                                         notice or other document to be given under this Agreement shall be in writing and may
                                         be given personally to the Executive or to the Secretary of the Company (as the case
                                         may be) or may be sent by first class post to, in the case of the Company, its registered
                                         office for the time being and in the case of the Executive either to his address shown
                                         on the face of this Agreement or to his last known place of residence.



 


		31.3	Any
                                         such notice shall (unless the contrary is proved) be deemed served when in the ordinary
                                         course of the means of transmission it would first be received by the addressee in normal
                                         business hours. In proving such service it shall be sufficient to prove, where appropriate,
                                         that the notice was addressed properly and posted.



 





	Signed as a deed by		(signature)
	 	 	 
	Georgy Egorov	 	 
	 	 	 
	 		(print name)
	 	 	 






	in the presence of a Witness	 
	 	 
	 	Signature of Witness
	 	 
	 	 
	 	Name of Witness
	 	 
	 	 
	 	 
	 	Address of Witness






    26 


     

    


	Signed as a deed by		(signature)
	 	 	 
	VACCITECH PLC acting by a	 	(print name)
	 	 	 






	director	Director
	 	 
	in the presence of a Witness	 
	 	 
		Signature of Witness
	 	 
	 	 
	 	Name of Witness
	 	 
	 	 
	 	 
	 	Address of Witness




    27