Except as provided above and in this Agreement, the Executive shall not be entitled to receive any additional compensation or remuneration from the Company (excluding any payments under the Purchase Agreement).

The Vendor nor any director of the Company, is entitled to or has claimed entitlement to any remuneration, compensation or other benefit from the Company other than those disclosed to the Purchaser.

Incentive and Other Compensation. Unless otherwise approved by the Board, the Consultant shall not be entitled to any incentive compensation, bonus or other forms of remuneration for services performed under this Agreement.

Full and Final Payment. The payments and consideration set forth above shall be in lieu of and discharge any obligations of Company to Employee for compensation, any other expectation, remuneration, or benefit.

CRD means Directive 2013/36/EU of the European Parliament and the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms as amended by Directive (EU) 2019/878 of the European Parliament and the Council of 20 May 2019, and all associated directives, regulations and implementing legislation, rules or guidance (including without limitation the UK Financial Conduct Authority dual-regulated firms remuneration code and UK Prudential Regulation Authority remuneration rules), in each case as amended or replaced from time to time.

The Company’s management recommends that shareholders vote in favour of the re-appointment of Manning Elliot LLP as the Company’s auditors for the ensuing year and grant the Board the authority to determine the remuneration to be paid to the auditors. Unless you give instructions otherwise, the Management Proxyholders intend to vote your proxy FOR the re-appointment of Manning Elliott LLP to act as the Company’s auditors until the close of its next annual general meeting and to authorize the Board to fix the remuneration to be paid to the auditors.

The existence of the Plan does not confer any obligation on the Company to employ or continue to employ any participant. This incentive is not a guaranteed element of any participant’s remuneration package.

Be evidence of any agreement or understanding, express or implied, that the Employer will employ a Participant in any particular position, at any particular rate of remuneration, or for any particular time period; or

Election. An Eligible Director who desires to defer receipt of all or a portion of his or her Eligible Remuneration in any calendar year shall make such election in writing to the Company specifying:

Other Covered Persons. The Agents are aware that other persons (other than any Issuer Covered Person or Agents Covered Person) will be paid (directly or indirectly) remuneration for solicitation of investors in connection with the sale of any Securities.