Exhibit 10.9


 


INDEMNITY AGREEMENT


 


THIS INDEMNITY AGREEMENT (this
 “Agreement”) dated as of _________, ______, is made by and between VALLON PHARMACEUTICALS, INC., a Delaware
corporation (the “Company”), and ______________ (“Indemnitee”).


 


RECITALS


 


A. The Company
desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B. The Company’s
by-laws (as amended from time to time, the “By-Laws”) require that the Company indemnify its directors and executive
officers, and empowers the Company to indemnify its other officers, employees and agents, as authorized by the Delaware General
Corporation Law, as amended (the “DGCL”), under which the Company is organized, and such By-Laws expressly provide
that the indemnification provided therein is not exclusive and contemplates that the Company may enter into separate agreements
with its directors, officers and other persons to set forth specific indemnification provisions.


 


C. Indemnitee
does not regard the protection currently provided by applicable law, the By-Laws, the Company’s other governing documents,
and available insurance as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors,
officers, employees and agents of the Company may not be willing to serve or continue to serve in such capacities without additional
protection.


 


D. The Company
desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company, as
the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E. Indemnitee
is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if
Indemnitee is furnished the indemnity provided for herein by the Company.


 


AGREEMENT


 


NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


1.            Definitions.


 


(a)            Agent.
For purposes of this Agreement, the term “Agent” of the Company means any person who: (i) is or was a director, officer,
employee, agent, or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request
or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer,
employee, agent, or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise.


 






     


     


    

 


(b)            Change
in Control. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred if (i) any
 “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended),
other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company’s
then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members of the Board of Directors
of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members of the
Board of Directors of the Company (the “Board”) (provided, however, that if the appointment or election
(or nomination for election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent
Board then still in office, such new member shall be considered as a member of the Incumbent Board), or (iii) the stockholders
of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation
which would result in the Voting Securities of the Company outstanding immediately prior thereto continuing to represent (either
by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least 80% of the total voting
power represented by the Voting Securities of the Company or such surviving entity outstanding immediately after such merger or
consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the
sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s
assets.


 


(c)            Expenses.
For purposes of this Agreement, the term “Expenses” shall be broadly construed and shall include, without limitation,
all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’, witness, or
other professional fees and related disbursements, and other out-of-pocket costs of whatever nature, actually and reasonably
incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right
to indemnification under this Agreement, the DGCL or otherwise. The term “Expenses” shall also include reasonable compensation
for time spent by Indemnitee for which he or she is not compensated by the Company or any subsidiary or third party: (i) for
any period during which Indemnitee is not an Agent, in the employment of, or providing services for compensation to, the Company
or any subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors of the Company
who are not parties to any action with respect to which Expenses are incurred, for Indemnitee while an Agent of, employed by, or
providing services for compensation to, the Company or any subsidiary.


 


(d)            Independent
Counsel. For purposes of this Agreement, the term “Independent Counsel” means a law firm, or a partner (or, if
applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the
past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either 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 will 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.


 


(e)            Liabilities.
For purposes of this Agreement, the term “Liabilities” shall be broadly construed and shall include, without limitation,
judgments, damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts paid in settlement,
including any interest and any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any
payment under this Agreement.


 






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(f)             Proceedings.
For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without limitation,
any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, 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 or investigative nature,
and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party, potential party, non-party witness,
or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company; (ii) the fact
that any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s
part while acting as an Agent; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise,
and in any such case described above, whether or not serving in any such capacity at the time any liability or Expense is incurred
for which indemnification, reimbursement, or advancement of Expenses may be provided under this Agreement. If the Indemnitee believes
in good faith that a given situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceeding
under this paragraph.


 


(g)            Subsidiary.
For purposes of this Agreement, the term “subsidiary” means any corporation, limited liability company, or other entity,
of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company
and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an Agent.


 


(h)            Voting
Securities. For purposes of this Agreement, “Voting Securities” shall mean any securities of the Company
that vote generally in the election of the members of the Board.


 


2.            Agreement
to Serve. Indemnitee will serve, or continue to serve, as the case may be, as an Agent, faithfully and to the best of his or
her ability, at the will of such entity designated by the Company and at the request of the Company (or under separate agreement,
if such agreement exists), in the capacity Indemnitee currently serves such entity, so long as Indemnitee is duly appointed or
elected and qualified in accordance with the applicable provisions of the governance documents of such entity, or until such time
as Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended
as an employment agreement between Indemnitee and the Company or any of its subsidiaries or to create any right to continued employment
of Indemnitee with the Company or any of its subsidiaries in any capacity.


 


The Company acknowledges that it has entered
into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its obligations to Indemnitee
under the By-Laws, to induce Indemnitee to serve, or continue to serve, as an Agent, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as an Agent.


 






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3.            Indemnification.


 


(a)            Indemnification
in Third-Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent
permitted by the DGCL, as the same may be amended from time to time (but, to the fullest extent of the law, only to the extent
that such amendment permits Indemnitee to broader indemnification rights than the DGCL permitted prior to adoption of such amendment),
if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, other than a proceeding
by or in the right of the Company to procure a judgment in its favor, for any and all Expenses and Liabilities (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) incurred by Indemnitee
in connection with the investigation, defense, settlement or appeal of such proceeding, if Indemnitee acted in good faith
and in a manner Indemnitee 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 Indemnitee’s conduct was unlawful. The parties hereto intend
that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted
by statute, including, without limitation, any indemnification provided by the certificate of incorporation of the Company (as
in effect from time to time, the “Certificate of Incorporation”), the By-Laws, vote of its stockholders or disinterested
directors, or applicable law.


 


(b)            Indemnification
in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee
to the fullest extent permitted by the DGCL, as the same may be amended from time to time (but, to the fullest extent permitted
by applicable law, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the DGCL permitted
prior to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in
any proceeding by or in the right of the Company to procure a judgment in its favor, against any and all Expenses actually and
reasonably incurred by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings, if
Indemnitee acted in good faith and in a manner Indemnitee 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 3(b) in respect of any claim, issue or
matter as to which Indemnitee shall have been finally adjudged by the Chancery Court of the State of Delaware, or another court
of competent jurisdiction, to be liable to the Company, unless and only to the extent that such court in which the proceeding was
brought 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.


 


(c)            Indemnification
of Related Parties. If (i) Indemnitee is or was affiliated with one or more venture capital funds or other entities
that have invested in or are otherwise stockholder(s) of the Company (an “Appointing Stockholder”), (ii) the
Appointing Stockholder is, or is threatened to be made, a party to or a participant in any proceeding, and (iii) the Appointing
Stockholder’s involvement in the proceeding is related to Indemnitee’s service to the Company as a director of the
Company or any direct or indirect subsidiaries of the Company, then, to the extent resulting from any claim based on Indemnitee’s
service to the Company as an Agent, the Appointing Stockholder will be entitled to indemnification hereunder for reasonable expenses
to the same extent as Indemnitee.


 


(d)            Fund
Indemnitors. The Company hereby acknowledges that the Indemnitee has or may have certain rights to indemnification, advancement
of Expenses or insurance, provided by Arcturus Therapeutics Ltd., and certain of its affiliates (collectively, the “Fund
Indemnitors”). In the event that the Indemnitee is, or is threatened to be made, a party to or a participant in any proceeding
to the extent resulting from any claim based on the Indemnitee’s service as an Agent, then the Company shall (i) be
an indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors
to advance Expenses or to provide indemnification for the same Expenses or liabilities incurred by Indemnitee are secondary), (ii) be
required to advance reasonable Expenses incurred by Indemnitee, and (iii) 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 any provision of the By-Laws or the Certificate of Incorporation (or any other agreement between the Company and Indemnitee),
without regard to any rights Indemnitee may have against the Fund Indemnitors. The Company irrevocably waives, relinquishes and
releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery
of any kind in respect thereof. No advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim
for which Indemnitee has sought advancement on or indemnification from the Company shall affect the foregoing and the Fund Indemnitors
shall have a right of contribution or be subrogated to the extent of such advancement or payment to all of the rights of recovery
of Indemnitee against the Company. The Fund Indemnitors are express third-party beneficiaries of the terms of this Section.


 






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4.            Indemnification
of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, in circumstances where indemnification
is not available under Section 3(a) or 3(b), as the case may be, to the fullest extent permitted by law and to the extent
that Indemnitee is a party to (or a participant in) any proceeding and has been successful on the merits or otherwise in defense
of any proceeding or in defense of any claim, issue or matter therein, in whole or part, including the dismissal of any action
without prejudice, the Company shall indemnify Indemnitee against all Expenses and Liabilities in connection with the investigation,
defense or appeal of such proceeding. If Indemnitee is not wholly successful in such proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such proceeding, the Company shall indemnify Indemnitee
against all Expenses and Liabilities incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each
successfully resolved claim, issue or matter to the fullest extent permitted by law.


 


5.            Partial
Indemnification; Witness Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of any Expenses and Liabilities incurred by Indemnitee in the investigation, defense, settlement
or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that
Indemnitee is, by reason of Indemnitee’s acting as an Agent, a witness or otherwise asked to participate in any proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.


 


6.            Advancement
of Expenses. To the extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee in connection
with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such 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 shall not be included with the invoice) and upon request
of the Company, an undertaking to repay the advancement of Expenses 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. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses.
Advances shall include any and all Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification
under this Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall
constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest)
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 Section 6 shall
continue until the final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 10(b).


 






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7.            Notice
and Other Indemnification Procedures.


 


(a)            Notification
of Proceeding. Indemnitee will notify the Company in writing promptly 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
or advancement of Expenses covered hereunder. The written notification to the Company shall include a description of the nature
of the proceeding and the facts underlying the proceeding. 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 and any delay in so notifying the
Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.


 


(b)            Request
for Indemnification Payments. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a
written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and
is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification under the terms of this
Agreement, and shall request payment thereof by the Company.


 


(c)            Determination
of Right to Indemnification Payments. Upon written request by Indemnitee for indemnification pursuant to Section 7(b) hereof,
a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following
four methods, which shall be at the election of the Board: (1) by a majority vote of the disinterested directors, even though
less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested directors,
even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct, by
Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so
directed by the Board, by the stockholders of the Company; provided, however, that if there has been a Change in Control,
then such determination shall be made by Independent Counsel selected by Indemnitee and approved by the Company (which approval
shall not be unreasonably withheld). 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 by Indemnitee. Indemnification payments requested
by Indemnitee under Section 3 hereof shall be made by the Company no later than sixty (60) days after receipt of the
written request of Indemnitee. Claims for advancement of Expenses shall be made under the provisions of Section 6 herein.


 


(d)            Application
for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b)
above, Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of
enforcing Indemnitee’s right to indemnification or advancement of Expenses pursuant to this Agreement. In such an
enforcement hearing or proceeding, the burden of proof shall be on the Company to prove that indemnification or advancement
of Expenses to Indemnitee is not required under this Agreement or permitted by applicable law. Any determination by the
Company (including the Board, a committee thereof, Independent Counsel) or stockholders of the Company, that
Indemnitee is not entitled to indemnification hereunder, shall not be a defense by the Company to the action nor create any
presumption that Indemnitee is not entitled to indemnification or advancement of Expenses hereunder.


 


(e)            Indemnification
of Certain Expenses. The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or
proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.


 






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8.            Assumption
of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses of any proceeding, the Company, if
appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding,
with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel
by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in
such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers
a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between
the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise
actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses of Indemnitee’s
counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.


 


9.            Insurance. To
the extent that the Company maintains an insurance policy or policies providing liability insurance for Agents (“D&O
Insurance”), 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 Agent 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 D&O Insurance in effect or otherwise potentially available, 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.


 


10.          Exceptions.


 


(a)            Certain
Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee on account of any proceeding with respect to: (i) remuneration paid to Indemnitee if
it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect,
both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for
liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims
for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below);
(ii) a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase
or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee
to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s
conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or other provisions of any federal, state or local statute or rules and regulations thereunder;
(iii) a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent
or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or (iv) on
account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the
Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing
sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with
which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.


 






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(b)            Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify
or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company
or its Agents and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to
indemnification or advancement under this Agreement or under any other agreement, provision in the By-Laws or the Certificate of
Incorporation or applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is either approved
by the Board or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses
may be provided by the Company in specific cases if the Board determines it to be appropriate.


 


(c)            Unauthorized
Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without
the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement; provided,
however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for indemnification
hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines in good faith
that such settlement is not in the best interests of the Company and its stockholders.


 


(d)            Securities
Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and
regulations promulgated under the Securities Act of 1933, as amended (the “Act”), or in any registration statement
filed with the Securities and Exchange Commission under the Act. Indemnitee acknowledges that paragraph (h) of Item 512 of
Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed
under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection with any
liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication
of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to
be bound by any such undertaking.


 


(e)            Prior
Payments.  Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify or advance Expenses to Indemnitee under this Agreement for which payment has actually been made
to or on behalf of Indemnitee under any insurance policy or other indemnity provision, expect with respect to any excess beyond
the amount paid under any insurance policy or indemnity policy.


 


11.          Nonexclusivity
and Survival of Rights. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not
be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the
Certificate of Incorporation, By-Laws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s
action as an Agent, in any court in which a proceeding is brought, and Indemnitee’s rights hereunder shall continue after
Indemnitee has ceased acting as an Agent and shall inure to the benefit of the heirs, executors, administrators and assigns of
Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company and its
successors and assigns until terminated in accordance with its terms. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company,
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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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 the DGCL, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Certificate of Incorporation, By-Laws 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, by Indemnitee shall not prevent the concurrent assertion or employment
of any other right or remedy by Indemnitee.


 


12.          Term.
This Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee
shall have ceased to serve as an Agent; or (b) one (1) year after the final termination of any proceeding, including
any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or advancement of Expenses hereunder.


 


No legal action shall be brought and no
cause of action shall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee’s estate, spouse,
heirs, executors or personal or legal representatives after the expiration of five (5) years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such five-year period; provided, however, that if any shorter period of limitations is otherwise
applicable to such cause of action, such shorter period shall govern.


 


13.          Subrogation.
In the event of 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, at the request and expense of the Company, shall execute all papers required and shall do everything
that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.


 


14.          Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of Expenses to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.          Severability.
If any provision 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 the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect
to Section 14 hereof.


 


16.          Amendment
and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17.          Notice.
Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to
or served upon the parties hereto shall be in writing and, if by electronic transmission, shall be deemed to have been validly
served, given or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly
served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered
three (3) business days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid
and addressed to the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or
such other address(es) as a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered
to the attention of the Secretary of the Company.


 






    	 	9	 



     


    

 


18.          Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied
to contracts between Delaware residents entered into and to be performed entirely within Delaware.


 


19.          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 but one and the same Agreement. Only one such counterpart need be produced to evidence the
existence of this Agreement.


 


20.          Headings.
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.


 


21.          Entire
Agreement. Subject to Section 11 hereof, this Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the
parties with respect to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in
furtherance of the Certificate of Incorporation, By-Laws, the DGCL and any other applicable law, and shall not be deemed a substitute
therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.


 


22.          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 claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such proceeding in order to reflect (i) the relative benefits received
by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such proceeding; and/or
(ii) the relative fault of the Company and Indemnitee in connection with such event(s) and/or transaction(s).


 


23.          Consent
to Jurisdiction. 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 Chancery Court of the State of Delaware (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) agree to appoint, to the extent such party is not otherwise subject to service of process in the
State of Delaware, an agent in the State of Delaware as such party’s agent for acceptance of legal process in connection
with any such action or proceeding against such party 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.


 









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IN WITNESS WHEREOF,
the parties hereto have entered into this Agreement effective as of the date first above written.


 


	COMPANY
	 
	VALLON PHARMACEUTICALS, INC.
	 
	By:	                                  	 
	Name:
	Title:
	 
	INDEMNITEE
	 



 


	 
	 	 
	Signature of Indemnitee
	 
	 
	 	 
	Print or Type Name of Indemnitee




 


[Signature
page to Indemnification Agreement]