Exhibit 10.4


 


COMPASS
THERAPEUTICS, INC.


 


FORM OF DIRECTOR INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of [Date] by and between Compass Therapeutics, Inc., a Delaware corporation (the “Company”), and
[Director] (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Company desires to attract
and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS, in order to induce Indemnitee to
provide or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement
of expenses to, Indemnitee to the maximum extent permitted by law;


 


WHEREAS, the Amended and Restated Certificate
of Incorporation (as amended and in effect from time to time, the “Charter”) and the Amended and Restated Bylaws
(as amended and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers
and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of
the State of Delaware (the “DGCL”);


 


WHEREAS, the Charter, the Bylaws and the
DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts
may be entered into between the Company and members of the board of directors, officers and other persons with respect to indemnification;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons
such as Indemnitee is detrimental to the best interests of the Company’s stockholders;


 


WHEREAS, it is reasonable and prudent for
the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent
permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or
continue to serve the Company free from undue concern that they will not be so indemnified;


 


WHEREAS, this Agreement is a supplement
to and in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


[WHEREAS, Indemnitee has certain rights
to indemnification and/or insurance provided by [●] (the “Secondary Indemnitor”) which Indemnitee and [●]
intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided in this Agreement, with the
Company’s acknowledgment and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve
or continue to serve on the Board.]


 






     


     


    

 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.  Services to the Company.
Indemnitee agrees to [continue to] serve as a director of the Company. Indemnitee may at any time and for any reason resign from
such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall
have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment
contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2.  Definitions.


 


As used in this Agreement:


 


(a) “Change
in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis
to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s
outstanding voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting
power and outstanding stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable)
immediately upon completion of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity
or group thereof acting in concert, or (iv) any other transaction in which the owners of the Company’s outstanding voting
power immediately prior to such transaction do not own at least a majority of the outstanding voting power of the Company or any
successor entity immediately upon completion of the transaction other than as a result of the acquisition of securities directly
from the Company. 


 


(b) “Corporate
Status” describes the status of a person as a current or former director of the Company or current or former director,
manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request
of the Company.


 


(c) “Enforcement Expenses”
shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements
or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or
an appeal from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.


 


(d) “Enterprise” shall
mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company,
or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer,
employee, agent or trustee.


 


(e) “Expenses” shall
include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses
of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses,
however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees,
salaries, wages or benefits owed to Indemnitee.


 


(f) “Independent Counsel”
means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in matters of
Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company,
any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party to
the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and
to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this
Agreement or its engagement pursuant hereto.


 






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(g) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether formal or informal,
in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director
of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or
trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting
as a director of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee,
agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is
incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided,
however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated
by Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.


 


Section 3. Indemnity in Third-Party
Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened
to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure
a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties,
excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable
cause to believe that his or her conduct was unlawful.


 


Section 4. Indemnity in Proceedings
by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee
is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment
in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred
by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification
for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the
“Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware
Court shall deem proper.


 






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Section 5. Indemnification for Expenses
of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided
in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding
or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as
to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim,
issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 6. Reimbursement for Expenses
of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee,
by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened
to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened
to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on
his or her behalf in connection therewith.


 


Section 7. Exclusions. Notwithstanding
any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


 


(a) to indemnify for amounts otherwise
indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually
received such amounts under any insurance policy, contract, agreement or otherwise; provided that the foregoing shall not
affect the rights of Indemnitee or the Secondary Indemnitors (as defined below) as set forth in Section 13(c);


 


(b) to indemnify for an accounting of
profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common law, or
from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes Oxley Act of 2002 (“SOX”);


 


(c) to indemnify with respect
to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls, any director
or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof
and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law; provided, however, that this Section 7(c) shall not apply to (A) counterclaims or affirmative defenses asserted
by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement
from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained
by the Company in the suit for which indemnification or advancement is being sought as described in Section 12; or


 


(d) to provide any indemnification or
advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise be required
pursuant to this Agreement).


 






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Section 8. Advancement of Expenses.
Subject to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in
connection with any Proceeding, and such advancement shall be made as incurred, and such advancement shall be made within thirty
(30) days after the receipt by the Company of a statement or statements requesting such advances (including any invoices received
by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law)
from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and interest free.
Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses, (ii) ultimate entitlement to indemnification
under the other provisions of this Agreement, and (iii) entitlement to and availability of insurance coverage, including advancement,
payment or reimbursement of defense costs, expenses of covered loss under the provisions of any applicable insurance policy (including,
without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).
Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement which shall constitute an
undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance if and to the extent
that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee
is not entitled to be indemnified by the Company. The right to advances under this paragraph shall in all events continue until
final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit Indemnitee’s right
to advancement pursuant to Section 12(e) of this Agreement.


 


Section 9. Procedure for Notification and
Defense of Claim.


 


(a) To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim, the amounts for
which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested by the
Company.


 


(b) In the event that the Company shall
be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to any Proceeding, the Company
shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel approved by Indemnitee
(which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice of the Company’s
election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the
Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel subsequently
employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have the
right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate
counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there
may be a conflict of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue
to retain such counsel to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with
respect to his or her separate counsel shall be Expenses hereunder.


 


(c)  In the event that the Company does
not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled to participate in the
Proceeding at its own expense.


 


(d)  The Company shall not be liable
to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected without its prior written
consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior written consent
of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes an admission
of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not wholly
and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a
party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all
liability in respect of such Proceeding.


 






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Section 10. Procedure Upon Application for
Indemnification.


 


(a) Upon written request by Indemnitee
for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable law, with respect
to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following methods:
(x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change in
Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by
a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum;
or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written
opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action,
suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel,
a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee
shall cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’ fees and
disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(b) If the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel shall be selected by
the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred, by Indemnitee. Indemnitee
or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver to the Company or
Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may
be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so
made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection
is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later
of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition
of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee
or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the
Company to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court
or by such other person as the court shall designate. The person with respect to whom all objections are so resolved or the person
so appointed shall act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding
or arbitration pursuant to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 






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(c) Notwithstanding anything
to the contrary contained in this Agreement, the determination of entitlement to indemnification under this Agreement shall be
made without regard to the Indemnitee’s entitlement to and availability of insurance coverage, including advancement, payment
or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including,
without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)).


 


Section 11. Presumptions and Effect
of Certain Proceedings.


 


(a) To the extent permitted by applicable
law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is
entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance with Section
9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making
of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made
a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent
Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption
that Indemnitee has not met the applicable standard of conduct.


 


(b) The termination of any Proceeding
or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of guilty, nolo contendere
or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of
Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he or she
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(c) The knowledge and/or actions, or
failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any subsidiary of the Company,
or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section 12. Remedies of Indemnitee.


 


(a) Subject to Section 12(f), in the
event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement, (iii) no determination
of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement within sixty (60) days after
receipt by the Company of the request for indemnification for which a determination is to be made other than by Independent Counsel,
(iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or the last sentence of Section
10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request therefor (including any invoices
received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any privilege accorded by applicable
law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made within thirty (30) days after a
determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be entitled to an adjudication by
the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively, Indemnitee, at his or her option,
may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American
Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180
days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a); provided,
however, that the foregoing time limitation shall not apply in respect of a proceeding brought by Indemnitee to enforce
his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 






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(b) In the event that a determination
shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or arbitration,
on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement, as the case may be.


 


(c)  If a determination shall have been
made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by
such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement by
Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d) The Company shall be precluded from
asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures and presumptions
of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator that
the Company is bound by all the provisions of this Agreement.


 


(e) The Company shall indemnify Indemnitee
to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within
thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such
Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement
shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection
with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege
accorded by applicable law need not be included with the invoice.


 


(f) Notwithstanding anything in this
Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made
prior to the final disposition of the Proceeding, including any appeal therein.


 


Section 13. Non-exclusivity; Survival of
Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a) The rights of indemnification and
to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of
directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict
any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial
decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity
or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy.


 






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(b) To the extent that the Company maintains
an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or
trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent
or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the
Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result
of such proceeding in accordance with the terms of such policies.


 


(c) [The
Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided
by the Secondary Indemnitor and certain of its affiliates (collectively, the “Secondary Indemnitors”). The Company
hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation
of the Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by
Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall
be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally
permitted and as required by the terms of this Agreement and the Charter and/or Bylaws (or any other agreement between the Company
and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) that it irrevocably
waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by
the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from
the Company shall affect the foregoing and the Secondary Indemnitors shall have a right of contribution and/or be subrogated to
the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee
agree that the Secondary Indemnitors are express third party beneficiaries of the terms of this Section 13(c).]


 


(d) [Except as provided in paragraph
(c) above,] in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to
all of the rights of recovery of Indemnitee [(other than against the Secondary Indemnitors)], who shall execute all papers required
and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.


 


(e) [Except as provided in paragraph
(c) above,] the Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving
at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall
be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.


 






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Section 14.  Duration of Agreement.
This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have
ceased to serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal,
then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company
and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and
substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 


Section 15. Severability. If
any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not
itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to
the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform
to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


Section 16. Enforcement.


 


(a) The Company expressly confirms and
agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order to induce Indemnitee to
serve or continue to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement
in serving as a director of the Company.


 


(b) This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided, however,
that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not be deemed
a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 17. Modification and Waiver.
No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing
by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment
of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of
any action taken or omitted by such Indemnitee prior to such supplement, modification or amendment.


 


Section 18. Notice by Indemnitee.
Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement
or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise.


 






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Section 19. Notices. All notices,
requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given
if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii)
mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed,
(iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have
been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:


 


		(a)	If to Indemnitee, at such address as Indemnitee shall provide
to the Company.
	 	 	 



		(b)	If to the Company to:



 


Compass Therapeutics, Inc.


245 First Street, 3rd Floor


Cambridge, MA 02142


Attention: President and CEO


 


or to any other address as may have been furnished to Indemnitee
by the Company.


 


Section 20. Contribution. To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any Proceeding in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect
(i) the relative benefits received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise
to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee
in connection with such event(s) and/or transactions.


 


Section 21. Internal Revenue Code
Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10)
of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides
that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred
or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for
a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee
in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed
with such intent.


 


Section 22. Applicable Law and Consent
to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced
in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably
and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other
country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising
out of or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this
Agreement with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive
any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead
or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient
forum.


 


Section 23. Headings. The headings
of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement
or to affect the construction thereof.


 


Section 24. Identical Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability
is sought needs to be produced to evidence the existence of this Agreement.


 


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IN WITNESS WHEREOF, the parties have caused
this Agreement to be signed as of the day and year first above written.


 


	 	compass therapeutics, INC.
	 	 
	 	By:	                          
	 	Name:  	 
	 	Title:	 
	 	 	 
	 	 
	 		[Indemnitee]