EXHIBIT 10.6
EMPLOYMENT AGREEMENT
This Employment Agreement (the “Agreement’) is entered into on October 22, 2018 and shall become effective on the date of admission of the entire issued share capital of Renalytix AI plc (“Parent”) to trading on AIM, the market operated by London Stock Exchange plc (the “Effective Date”), by and among James McCullough (the “Employee”) and Renalytix AI, Inc. (“Renalytix DE” or the “Company”), a Delaware corporation, and the Parent (collectively with Renalytix DE, the “Group”).
On and from the Effective Date, the Company desires to employ the Employee as its Chief Executive Officer and, in connection therewith, to compensate the Employee for Employee’s personal services to the Company; and
Employee wishes to be so employed by the Company and provide personal services and certain covenants to the Company in return for certain compensation and benefits.
Accordingly, in consideration of the mutual promises and covenants contained herein, the parties agree to the following:
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For purposes of this Agreement, a “Change in Control” means any of the following transactions: (i) a sale of all or substantially all of the assets of either the Company or the Parent in one or more transactions, (ii) a consolidation or merger of either the Company or the Parent with or into any other corporation or other entity, or any other corporate re-organization, as a result of which the current shareholders own capital stock of the entity surviving such merger, consolidation or reorganization representing less than fifty percent (50%) of the combined voting power of the outstanding securities of the surviving entity immediately after such consolidation, merger or reorganization, or (iii) the sale by the current shareholders of either in one or more transactions which results in the current shareholders owning less than fifty percent (50%) of the outstanding equity securities of either the Company or the Parent. For purposes of this Agreement, a “Change in Control” shall have the meaning given by the UK Takeover Code.
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In Witness Whereof, the parties have executed this Employment Agreement on the day and year first written above.
SIGNATURE PAGE FOLLOWS
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| RENALYTIX AI, INC. By: /s/ Julian Baines |
| RENALYTIX AI PLC By: /s/ Julian Baines |
| Employee: By: /s/James McCullough |
Signature Page to Employment Agreement