Form of Deed of Indemnity for Directors

Exhibit 10.19

DEED OF INDEMNITY

THIS DEED OF INDEMNITY is made the [●] day of [●] 2018

BETWEEN

NOW THIS DEED WITNESSETH as follows:

Clauses 2 to 13 of this Deed (inclusive) are conditional upon and shall be effective as from an underwritten public offering of shares in the Company pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of any securities of the Company on a U.S. exchange including, without limitation, the New York Stock Exchange (the “IPO”, the effective date of the IPO being the “Effective Date”). In the instance that the IPO does not take place on or before [●], this Deed will automatically terminate without liability to the parties.

Subject to Clauses 1, 3, 7 and 8 of this Deed, the Company shall, to the fullest extent permitted by law and without prejudice to any other indemnity to which the Director may otherwise be entitled, indemnify and hold the Director harmless in respect of all claims, actions and proceedings, whether civil, criminal or regulatory, arising out of, or in connection with, the actual or purported exercise of, or failure to exercise, any of the Director’s powers, duties or responsibilities as a director or officer of the Company or any of its subsidiaries (as defined in section 1159 and Schedule 6 of the Act) for the time being (together referred to in this Deed as “Group Companies”), including, without limitation, any claims, actions and proceedings related to the Director’s appointment to any committees of the board of directors of any Group Company (“Claims”), and any losses, damages, penalties, liabilities, compensation or other awards arising in connection with any such Claims (“Losses”) arising at any time since the Director’s appointment as a director of the Company, whether instigated, imposed or incurred under the laws of England and Wales or the law of any other jurisdiction, subject to the remaining provisions of this Deed. In this Deed, the “Act” means the Companies Act 2006 including any modification or re-enactment of it for the time being in force.

The indemnity in Clause 2 of this Deed shall be deemed not to provide for, or entitle the Director to, any indemnification that would cause this Deed, or any part of it, to be treated as void under the Act and, in particular, to the extent the liability attaches to the

1

Director in connection with any negligence, default, breach of duty or breach of trust in relation to a Group Company of which he is a director, shall not provide directly or indirectly (to any extent) any indemnity against:

where, in any such case, any such conviction, judgment or refusal of relief has become final; or

Reference in this Clause 3 to a conviction, judgment or refusal of relief becoming ‘final’ shall be construed in accordance with section 234(5) of the Act.

Without prejudice to the generality of and in addition to the indemnity set out in Clause 2 of this Deed, but subject to Clauses 1 and 7 of this Deed, the Company shall, to the fullest extent permitted by law, indemnify on an ‘as incurred’ basis against all legal and other costs, charges and expenses reasonably incurred:

2

provided that, in accordance with section 234 of the Act, the Director agrees that the indemnity provided for in this Clause 4 shall not extend to any such legal and other costs, charges and expenses incurred by the Director:

and any monies paid by the Company in respect of the indemnity in this Clause 4 shall fall to be repaid not later than:

References in this Clause 4 to a conviction, judgment or refusal of relief being ‘final’ shall be construed in accordance with section 234(5) of the Act.

The Company shall use all reasonable endeavours to provide and maintain appropriate directors’ and officers’ liability insurance (including ensuring that premiums are properly paid) for the benefit of the Director during the period of the Director’s appointment and for a period of six years thereafter, to the extent that such insurance can be obtained at such cost and on such terms as the Board considers to be reasonable.

The Company shall only be liable to indemnify the Director in accordance with this Deed if the Director gives written notice to the Company upon receipt of any demand relating to any Claims (or circumstances which may reasonably be expected to give rise to a demand relating to Claims) giving full details and providing copies of all relevant correspondence, keeps the Company fully informed of the progress of any Claims,

3

including providing all such information in relation to any Claims or Losses or any other costs, charges or expenses incurred as the Company may reasonably request, and takes all such action as the Company may reasonably request to avoid, dispute, resist, appeal, compromise or defend any Claims.

in which case then the Director shall be entitled to engage Personal Counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and the Director shall be indemnified for costs incurred in connection therewith in accordance with the provisions of Clause 4.

4

References in this Clause 7.3 to a conviction, judgment or refusal of relief being ‘final’ shall be construed in accordance with section 234(5) of the Act.

5

This Deed shall become effective and shall be deemed delivered from the Effective Date (provided, for the avoidance of doubt, that the indemnity set out in Clause 1 of this Deed shall only cover Claims and Losses arising at any time since the Director’s appointment as a director of the Company or Group Company, as the case may be) and shall remain in force until such time as any relevant limitation periods for bringing Claims against the Director have expired, or for so long as the Director remains liable for any Losses.

The Company can amend the terms of this Deed without the consent of the Director, on one month’s written notice to the Director. No such amendment shall affect the rights of any Director in respect of any Claims and Losses arising out of any act or omission of that Director before any such amendment is made.

If this Deed is finally judicially determined in a relevant jurisdiction to provide for, or entitle the Director to, indemnification against any Claims or Losses that would cause this Deed, or any part of it, to be treated as void under the laws of that jurisdiction, this Deed shall, insofar as it relates to such jurisdiction, be deemed not to provide for, or entitle the Director to, any such indemnification, and the Company shall instead indemnify the Director against any Claims or Losses to the fullest extent permitted by law in that jurisdiction.

A person who is not a party to this Deed shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

This Deed, including any non-contractual obligations arising out of or in connection with this Deed, shall be governed by, and interpreted in accordance with, the laws of England and Wales and each of the Company and the Director hereby submit for all purposes in connection with this Deed to the exclusive jurisdiction of the High Court of Justice in England and Wales.

IN WITNESS whereof this Deed has been executed the day and year first above written.

6

7

8