Exhibit 10.5


 


TRANSCODE
THERAPEUTICS, INC.


 


FORM OF DIRECTOR INDEMNIFICATION
AGREEMENT


 


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


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    1 


     


    

 


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


 


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


 


Section 2.     Definitions.


 


As used in this Agreement:


 


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


 


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


 


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


 


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


 






    2 


     


    

 


(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.


 


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


 


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


 






    3 


     


    

 


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 affect the rights of Indemnitee or the Secondary Indemnitors (as defined below) as set forth in Section 13(c);


 






    4 


     


    

 


(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”);


 


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


 


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


 


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


 






    5 


     


    

 


Section 9.     Procedure
for Notification and Defense of Claim.


 


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


 


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


 


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


 


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


 






    6 


     


    

 


Section 10.   Procedure
Upon Application for Indemnification.


 


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







 


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


 






    7 


     


    

 


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


 


Section 11.   Presumptions
and Effect of Certain Proceedings.


 


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


 


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


 


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


 


Section 12.   Remedies
of Indemnitee.


 


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


 






    8 


     


    

 


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


 


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


 


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


 


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


 






    9 


     


    

 


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


 


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


 


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


 


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


 


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


 






    10 


     


    

 


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


 


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


 


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


 


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


 






    11 


     


    

 


Section 16.   Enforcement.


 


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


 


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


 


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


 


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


 


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.


 






    12 


     


    

 


(b)     If
to the Company to:


 


TransCode
Therapeutics, Inc.


6 Liberty Square, #2382


Boston, MA 02109


Attention: CEO


 


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


 


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


 


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


 


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


 






    13 


     


    

 


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.


 


[Remainder of Page Intentionally Left
Blank]


 






    14 


     


    

 


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


 





	 	TRANSCODE
THERAPEUTICS, INC.
	 	 
	 	 
	 	By:	                        
	 	Name:
	 	Title:
	 	 
	 	[Indemnitee]