Exhibit 10.5


 


ENTRADA THERAPEUTICS, INC.


 


FORM OF OFFICER INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of [________________] by and between Entrada Therapeutics, Inc., a Delaware corporation (the “Company”),
and [Officer] (“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 Fourth 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; and


 


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.


 


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 and] an officer of the Company. Indemnitee may at any time and for any reason
resign from [any] 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 or] officer 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.


 


(i)       “Person”
shall mean (i) an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust,
a business trust, a government or political subdivision, any unincorporated organization, or any other association or entity including
any successor (by merger or otherwise) thereof or thereto, and (ii) a “group” as that term is used for purposes of Section
13(d)(3) of the Securities Exchange Act of 1934, as amended.


 


(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 or] an officer 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 or] an officer 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.


 






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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.


 


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 apply to any personal or umbrella liability insurance maintained by Indemnitee;


 


(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 for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 304 of SOX or any
formal policy of the Company adopted by the Board (or a committee thereof), or any other remuneration paid to Indemnitee if it shall be
determined by a final judgment or other final adjudication that such remuneration was in violation of law;


 


(d)              
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(d) 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


 


(e)              
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 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)). 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. No other form of undertaking shall be required. 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, (C) the Company shall not continue to retain such counsel
to defend such Proceeding, or (D) a Change in Control shall have occurred, 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). Without limiting the generality of the foregoing, the fact that an insurer under an applicable insurance
policy delays or is unwilling to consent to such settlement or is or may be in breach of its obligations under such policy, or the
fact that directors’ and officers’ liability insurance is otherwise unavailable or not maintained by the Company, may
not be taken into account by the Company in determining whether to provide its consent. 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.1


 


(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 and indemnification is being requested by Indemnitee hereunder in his or her
capacity as a director of the Company, by Independent Counsel in a written opinion to the Board; or (y) in any other case,] (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. The Company shall likewise cooperate with Indemnitee and Independent
Counsel, if applicable, in making such determination with respect to Indemnitee’s entitlement to indemnification, including providing
to such counsel and Indemnitee, upon reasonable advance request, any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to the Company 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[; provided that, if a Change in Control shall have occurred and indemnification is
being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be
selected 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).


 


(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)).


 


 






1
Bracketed portions for Officers who are Directors.


 






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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 and the burden of persuasion by clear and convincing
evidence to overcome that presumption in connection with the making of any determination contrary to that presumption.


 


(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)       Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s actions based on the records or books of account of the Company or
any other Enterprise, including financial statements, or on information supplied to Indemnitee by the directors, officers, agents or
employees of the Company or any other Enterprise in the course of their duties, or on the advice of legal counsel for the Company or
any other Enterprise or on information or records given or reports made to the Company or any other Enterprise by an independent
certified public accountant or by an appraiser or other expert selected with reasonable care by the Company or any other Enterprise.
The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which
Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition, 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. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any
event be presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the
burden of persuasion by clear and convincing evidence.


 


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.


 


(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.


 






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(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;
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.


 


(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. Upon request of Indemnitee, the Company shall also promptly provide to Indemnitee: (i) copies of all
of the Company’s potentially applicable directors’ and officers’ liability insurance policies, (ii) copies of such notices
delivered to the applicable insurers, and (iii) copies of all subsequent communications and correspondence between the Company and such
insurers regarding the Proceeding.


 


(c)       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, 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.


 


(d)       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.


 


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 [both a director and] an officer 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.


 






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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 and] an officer of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as [a director and] an officer 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 or any delay in notification shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise, unless, and then only to the extent that, the Company did not otherwise
learn of the Proceeding and such delay is materially prejudicial to the Company’s ability to defend such Proceeding or matter; and,
provided, further, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company
is a party to the same Proceeding.


 


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:


 


Entrada Therapeutics, Inc.


6 Tide Street


Boston, MA 02210


Attention: Chief Executive Officer


 


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


 






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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.


 


Section 25.Monetary Damages Insufficient/Specific
Enforcement. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and
difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that
Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing
actual damage or irreparable harm (having agreed that actual and irreparable harm will result in not forcing the Company to specifically
perform its obligations pursuant to this Agreement) and that by seeking injunctive relief and/or specific performance, Indemnitee shall
not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that
Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions
and permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges
that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such
requirement of a bond or undertaking.


 


[Remainder of Page Intentionally Left Blank]


 






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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.


 


	 	ENTRADA THERAPEUTICS, INC.
		 
	 	By:	 
	 	Name: 
	 	Title:
	 	 
	 	[Name
of Indemnitee]