Exhibit 10.1


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification
Agreement (“Agreement”) is made as of _________ __, 2020 by and between Virpax Pharmaceuticals, Inc., a Delaware corporation
(the “Company”), and ______________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors or officers or in other capacities unless they
are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions
against them arising out of their service to and activities on behalf of the corporation and due to the fact that such exposure
frequently bears no relationship to compensation paid to such officers and directors;


 


WHEREAS, the Company
and Indemnitee recognize that plaintiffs often seek damages in such large amounts and the costs of litigation may be so enormous
(whether or not the case is meritorious), that the defense and/or settlement of such litigation is often beyond the personal resources
of directors and officers;


 


WHEREAS, the Company’s
Bylaws provide for the indemnification of the officers and directors of the Company to the fullest extent permitted by the General
Corporation Law of the State of Delaware (the “DGCL”). The Bylaws expressly provide that the indemnification provisions
set forth therein are not exclusive and contemplate that contracts may be entered into between the Company and its directors and
officers with respect to indemnification;


 


WHEREAS, Section 145
of the DGCL empowers the Company to indemnify its officers, directors, employees and agents by agreement and to indemnify persons
who serve, at the Company’s request, as the directors, officers, employees or agents of other corporations or enterprises;


 


WHEREAS, Section 102(b)(7)
of the DGCL allows the Company to include in its Certificate of Incorporation a provision limiting or eliminating the personal
liability of a director for monetary damages in respect of claims by shareholders and corporations for breach of certain fiduciary
duties, and the Company has so provided in its Certificate of Incorporation that each director shall be exculpated from such liability
to the maximum extent permitted by law;


 


WHEREAS, the Company,
after reasonable investigation, has determined that the liability insurance coverage presently available to the Company may be
inadequate in certain circumstances to cover all possible exposure for which Indemnitee should be protected.


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining highly competent persons
to serve as directors and officers. The Board has determined that the increased difficulty in attracting and retaining such persons
is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons
that there will be increased certainty of such protection in the future;


 






     


     


    

 


WHEREAS, it is reasonable,
prudent and necessary 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 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 Company’s Certificate of Incorporation and 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
does not regard the protection available under the Company’s Certificate of Incorporation, Bylaws and insurance as adequate in
the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he be so indemnified;


 


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 serve as a director or officer of the Company or, at the request of the Company, as a
director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise. Indemnitee may at any time and for any reason resign from such position (subject to any other contractual
obligation or any obligation imposed by operation of 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 other corporation, limited liability company, partnership, joint venture, trust employee benefit plan
or other enterprise of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary)
and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries
or any other corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise
of which Indemnitee was serving at the Company’s request as a director, officer, employee, agent or fiduciary), if any, is
at will, and the Indemnitee may be discharged at any time for any reason, with or without cause, except as may be otherwise provided
in any written employment contract between Indemnitee and the Company (or any of its subsidiaries or any other corporation, limited
liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving
at the Company’s request as a director, officer, employee, agent or fiduciary). The foregoing notwithstanding, this Agreement
shall continue in force after Indemnitee has ceased to serve as an officer or director of the Company.


 






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Section 2. Definitions.
As used in this Agreement:


 


(a) A
“Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the
following events:


 


i. Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly,
of securities of the Company representing thirty-five percent (35%) or more of the combined voting power of the Company’s then
outstanding securities;


 


ii. Change
in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by
a person who has entered into an agreement with the Company to effect a transaction described in Sections 2(a)(i), 2(a)(iii) or
2(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the
Board;


 


iii. Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 51% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such
surviving entity;


 


iv. Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets; and


 


v. Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule
14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as
defined below), whether or not the Company is then subject to such reporting requirement.


 


For purposes of this Section 2(a), the following terms shall
have the following meanings:


 


(A) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


 


(B) “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person shall exclude
(i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii)
any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their
ownership of stock of the Company.


 






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(C) “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial
Owner shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger
of the Company with another entity.


 


(b) “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company or
of any other corporation, limited liability company, partnership or joint venture, trust, employee benefit plan or other enterprise
which such person is or was serving at the request of the Company.


 


(c) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee.


 


(d) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other 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. Expenses also shall include (i) Expenses incurred
in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 13(d)
only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under
this Agreement, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.


 


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


 






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(f) “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, legislative, or investigative nature, including any appeal therefrom,
in which Indemnitee was, is or will be involved as a party, potential party, non-party witness or otherwise by reason of the fact
that Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action on his part
while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request of the Company
as a director, officer, employee or agent of another corporation, limited liability company, partnership, joint venture, trust
or other 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; except one initiated by
an Indemnitee to enforce his rights under this Agreement.


 


Section 3. Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of 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 to the fullest extent permitted
by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee
or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he 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 conduct was unlawful.


 


Section 4. Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of 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 to the fullest extent
permitted by applicable law against all Expenses actually and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he 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 or any 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.


 






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Section 5. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the
fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful,
on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him in connection therewith. 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 actually and reasonably
incurred by him or on his behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not
wholly successful in such Proceeding, the Company also shall indemnify Indemnitee against all Expenses reasonably incurred in connection
with a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this
Section and without limiting the foregoing, if any Proceeding is disposed of, on the merits or otherwise (including a disposition
without prejudice), without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to
the Company, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good
faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and (v) with
respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe Indemnitee’s conduct
was unlawful, Indemnitee shall be considered for purposes of this Agreement to have been successful with respect thereto.


 


Section 6. Indemnification
For Expenses of a Witness. 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 his Corporate Status, a witness or otherwise participates in any Proceeding
to which Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on
his behalf in connection therewith.


 


Section 7. Additional
Indemnification.


 


(a) Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law
if Indemnitee is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee in connection with the Proceeding.


 


(b) For
purposes of Section 7(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include,
but not be limited to:


 


i. to
the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL, and


 


ii. to
the fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 






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Section 8. Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity
in connection with any claim made against Indemnitee:


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b) for
any Proceedings with respect to which final judgment is rendered against Indemnitee for payment of (i) 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 Exchange Act (as defined in Section 2(a) hereof) or similar provisions of state statutory law or common law, or (ii)
any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation or of any
profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act), or


 


(c) any
Proceeding involving the enforcement of non-compete and/or non-disclosure agreements or the non-compete and/or non-disclosure provisions
of employment, consulting or similar agreements the Indemnitee may be a party to with the Company or any subsidiary of the Company
or any other applicable foreign or domestic corporation, partnership, joint venture, trust or other enterprise, if any; or


 


(d) except
as provided in Section 13(d) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by
Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.


 


Section 9. Advances
of Expenses. 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 within thirty (30) days after receipt by the Corporation of (i) a statement
or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition
of any Proceeding, and (ii) an undertaking by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent
that, it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this
Agreement or otherwise. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such
repayment. Advances shall be unsecured and interest free. Advances shall include any and all reasonable Expenses incurred pursuing
an action to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company
to support the advances claimed. This Section 9 shall not apply to any claim made by Indemnitee for which indemnity is excluded
pursuant to Section 8 or to any Proceeding for which the Company has assumed the defense thereof in accordance with Section 10(b)
of this Agreement.


 






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Section 10. Procedure
for Notification and Defense of Claim.


 


(a) Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written
notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding.
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 following the final disposition of such action, suit or proceeding.
The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to
Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver
by Indemnitee of any rights under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for
indemnification, advise the Board in writing that Indemnitee has requested indemnification.


 


(b) In
the event the Company shall be obligated to pay the Expenses of Indemnitee with respect to a Proceeding, as provided in this Agreement,
the Company shall be entitled to assume the defense of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon
delivery of written notice of its election to do so. After delivery of such notice, approval of such counsel by Indemnitee and
retention of such counsel by the Company, the Company will 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 (1) Indemnitee shall have the right to employ
Indemnitee’s own counsel in such Proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee
has been previously authorized in writing by the Company, (ii) counsel to the Company or Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant
issue between the Company and the Indemnitee in the conduct of such defense or (iii) the Company shall not, in fact, have employed
counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense
of the Company, except as otherwise expressly provided by this Agreement.


 


(c) The
Company will be entitled to participate in the Proceeding at its own expense.


 






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Section 11. Procedure
Upon Application for Indemnification.


 


(a) Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have occurred
after the date of this Agreement, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee; or (ii) if a Change in Control shall not have occurred after the date of this Agreement, (A) by a majority vote
of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated
by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested
Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which
shall be delivered to Indemnitee or (D) if so directed by the Disinterested Directors, by the stockholders of the Company; and,
if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days
after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination with respect
to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity 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 costs or Expenses (including attorneys’ fees and disbursements)
incurred by Indemnitee in so cooperating with the person, persons or entity making such determination 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) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof,
the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have occurred
after the date of this Agreement, the Independent Counsel shall be selected by the Board, and the Company shall give written notice
to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred after
the date of this Agreement, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such
selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to
the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as
the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company
or to 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 a court has determined that such objection is without merit. If, within twenty (20) days
after the submission by Indemnitee or the Company, as the case may be, of a written objection, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution
of any objection which shall have been made by the Company or Indemnitee to the other’s 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,
and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel
under Section 11(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a)
of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then prevailing).


 






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Section 12. Presumptions
and Effect of Certain Proceedings.


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 10(a) of this Agreement, and the Company shall,
to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making
by any person, persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including
by its directors or independent legal 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 an actual determination by the Company (including by its directors or independent legal 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) Subject
to Section 13(e), if the person, persons or entity empowered or selected under Section 11 of this Agreement to determine whether
Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company
of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited
by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, 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; provided, however, that
such 60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons
or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for
the obtaining or evaluating of documentation and/or information relating thereto; and provided, further, that the foregoing provisions
of this Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders
pursuant to Section 11(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for
such determination the Board has resolved to submit such determination to the stockholders for their consideration at an annual
meeting thereof to be held within seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special
meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such
meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat, or
(ii) if the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) of this
Agreement.


 






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(c) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of 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 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 conduct was unlawful.


 


(d) Reliance
as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if
Indemnitee’s action is based on the records or books of account of the Company or other corporation, limited liability company,
partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving as a director, officer,
employee, agent or fiduciary, including financial statements, or on information supplied to Indemnitee by the officers of the Company
or other corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of
which Indemnitee was serving as a director, officer, employee, agent or fiduciary in the course of their duties, or on the advice
of legal counsel for the enterprise or on information or records given or reports made to the Company or other corporation, limited
liability company, partnership, joint venture, trust employee benefit plan or other enterprise of which Indemnitee was serving
as a director, officer, employee, agent or fiduciary by an independent certified public accountant or by an appraiser or other
expert selected with the reasonable care by the Company or other corporation, limited liability company, partnership, joint venture,
trust employee benefit plan or other enterprise of which Indemnitee was serving as a director, officer, employee, agent or fiduciary.
The provisions of this Section 12(d) shall not be deemed to be exclusive or to limit in any way the other circumstances in which
the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 


(e) Actions
of Others. The knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Company
or other corporation, limited liability company, partnership, joint venture, trust employee benefit plan or other enterprise of
which Indemnitee was serving as a director, officer, employee, agent or fiduciary shall not be imputed to Indemnitee for purposes
of determining the right to indemnification under this Agreement.


 


Section 13. Remedies
of Indemnitee.


 


(a) Subject
to Section 13(e), in the event that (i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of
this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this
Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement within ten (10) days after
receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 7 of this Agreement
is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in
the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided
or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement
to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his 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 13(a); provided, however, that the foregoing
clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights under Section 5 of this Agreement.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(b) In
the event that a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 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 13 the Company shall have the burden
of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c) If
a determination shall have been made pursuant to Section 11(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 13,
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, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 13 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.
It is the intent of the Company that the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation,
enforcement or defense of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify
Indemnitee against any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company
of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are incurred by
Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under
this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the
case may be.


 


(e) 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.


 






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Section 14. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The
rights of indemnification and to receive advancement of Expenses 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 Company’s Certificate of Incorporation,
the Company’s By-laws, 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 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
of Expenses than would be afforded currently under the Company’s Certificate of Incorporation, the Company’s 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, 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, officers, employees,
or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
which such person serves at the request of the Company, 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, officer, employee or 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 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 and the Indemnitee shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such policies.


 


(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 with respect to any insurance policy, 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 shall
not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided
hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise. 


 


(e) The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company
as a director, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust,
employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or
advancement of Expenses from such other corporation, limited liability company, partnership, joint venture, trust, employee benefit
plan or other enterprise.


 






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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.
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 as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving as a director or officer of the Company.


 


Section 17. Entire
Agreement. Supersedes Prior Agreements. 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 Certificate of Incorporation of the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder.


 


Section 18. Modification
and Waiver. No supplement, modification or amendment 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.


 


Section 19. 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
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to the Indemnitee under this Agreement or otherwise except to the extent the Corporation is
prejudiced in its defense of such action, suit or proceeding as a result of such failure.


 






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Section 20. 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 (a) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(b) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed,
(c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have
been directed or (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:


 


(a) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide
to the Company.


 


(b) If
to the Company to


 


Virpax Pharmaceuticals, Inc.


1554 Paoli Pike, #279


West Chester, PA 19380


Attention: Chairman of the Board


 


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


 


Section 21. 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 its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or
transaction(s).


 


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 13(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 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) appoint, to
the extent such party is not otherwise subject to service of process in the State of Delaware, irrevocably Corporation Services
Company as its 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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Section 23. 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 24. Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. 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.


 


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


 


	VIRPAX PHARMACEUTICALS, INC.	 
	 	 	 
	By:	                                             	 
	 	Name: 	                                         	 
	 	Title:	 	 


 


INDEMNITEE


 


	 	 
	Name:	 


 


	Address: 	          	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


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