EXHIBIT 10.8


 


INDEMNIFICATION
And Advancement AGREEMENT 


 


This Indemnification and Advancement
Agreement (as amended or amended and restated, this “Agreement”) is made as of [ l ],
2021 (the “Effective Date”) by and between Science 37 Holdings, Inc., a Delaware corporation (the “Company”),
and ______________, [ l ] of the Company (“Indemnitee”).


 


RECITALS:


 


WHEREAS, the Board of Directors
of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve corporations
as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification
and advancement of expenses against inordinate risks of claims and actions against them arising out of their service to and activities
on behalf of such corporations;


 


WHEREAS, the Board has determined
that, in order to attract and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such
insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company
believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums
and with more exclusions. At the same time, directors, officers and other persons in service to corporations or business enterprises are
being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would
have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws of the Company (as amended or
amended and restated from time to time, the “Bylaws”) and the Second Amended and Restated Certificate of Incorporation
of the Company (as amended or amended and restated from time to time, the “Certificate of Incorporation”) require indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law
of the State of Delaware (the “DGCL”). The Bylaws, Certificate of Incorporation 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, officers and other persons with respect to indemnification and advancement of expenses;


 


WHEREAS, the uncertainties
relating to such insurance, to indemnification, and to advancement of expenses may increase the difficulty of attracting and retaining
such persons;


 


WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its 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;


 






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WHEREAS, this Agreement is
a supplement to and in furtherance of the Bylaws, Certificate of Incorporation and any resolutions adopted pursuant thereto, and is not
a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee does not
regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate in the present circumstances,
and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company
desires Indemnitee to serve or continue 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 Indemnitee be so indemnified and be advanced expenses;


 


WHEREAS, Indemnitee may have
certain rights to indemnification and/or insurance provided by another Person (as defined below) with whom Indemnitee is associated or
insurer of any such Person, which Indemnitee and the Company intend to be secondary to the primary obligation of the Company to indemnify
Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve on the Board;


 


WHEREAS, the Company engaged
in a merger transaction pursuant to which Science 37, Inc., a Delaware corporation (“Old Science 37”), became a wholly-owned
subsidiary of the Company; and


 


WHEREAS, the Company and Indemnitee
desire to terminate any prior indemnification agreement between the Company and Indemnitee or between Old Science 37 and Indemnitee in
favor of the execution and delivery hereof.


 


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.               
Termination of Any Prior Indemnification Agreement. Any prior indemnification agreement between the Company or Old Science
37 and Indemnitee is hereby terminated as of the Effective Date.


 


Section 2.               
Services to the Company. Indemnitee agrees to serve or continue to serve, as applicable, as a director and/or officer of
the Company. This Agreement does not create any obligation on the part of the Company to continue Indemnitee in such position or on the
part of Indemnity to continue in such position and is not an employment contract between the Company (or any of its subsidiaries or any
Enterprise) and Indemnitee.


 


Section 3.               
Definitions. As used in this Agreement:


 


(a)              
“Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests
of the Company or an Enterprise, respectively.


 


(b)              
A “Change in Control” occurs upon the earliest to occur after the Effective Date of any of the following events:


 






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i.                   
 Acquisition of Stock by Third Party. Any Person is or becomes (in a single transaction or series of related transactions) the
Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of
the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial ownership of the
Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled
to vote generally in the election of directors;


 


ii.                 
Change in the Board. During any period of two (2) consecutive years (not including any period prior to the Effective Date), 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 3(b)(i), 3(b)(iii) or 3(b)(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 (or any of its subsidiaries) 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 50% of the combined voting power of the voting securities of the surviving entity (or the resulting
parent entity) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the Board
or other governing body of such surviving entity (or the resulting parent entity);


 


iv.               
Liquidation. The approval by the stockholders of the Company of the dissolution or 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.


 


vi.               
For purposes of this Section 3(b), the following terms have the following meanings:


 


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



 






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		2	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



 


		3	“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act;
provided, however, that Person excludes (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.



 


(c)              
 “Corporate Status” describes the status of a person who is or was acting as a director, officer, employee,
fiduciary, or Agent of the Company or an Enterprise.


 


(d)              
“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.


 


(e)              
“Enterprise” means any other corporation, limited liability company, partnership, joint venture, trust, employee
benefit plan or other entity for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or
Agent.


 


(f)               
“Expenses” includes all reasonable attorneys’ fees, retainers, court costs, mediation fees, transcript
costs, expenses, disbursements and fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing
and binding costs, telephone and facsimile charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed
on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, ERISA excise taxes and penalties, 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, settling or negotiating for the settlement of, responding to or objecting
to requests to provide discovery in or otherwise participating in, a Proceeding. Expenses shall also 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. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written demand to the
Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s
counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to be reasonable. Expenses, however,
do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(g)               “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” does not include a law firm, or a member of a law firm,
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.


 






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(h)              
The term “Proceeding” includes any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
or any claim, counterclaim, cross claim, issue or matter therein, whether brought in the right of the Company or otherwise and whether
of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom, in which
Indemnitee was, is or will be involved as a party, participant, potential party, non-party witness or otherwise by reason of Indemnitee’s
Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure
to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, 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. A Proceeding also includes a situation the Indemnitee believes in good faith may lead to or culminate
in the institution of a Proceeding.


 


Section 4.               
Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section
4 if Indemnitee is, was 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 4, the Company shall indemnify Indemnitee to the fullest
extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding, if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the
case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


Section 5.               
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 5 if Indemnitee is, was 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 5, the Company shall indemnify Indemnitee to the
fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company. The Company shall not indemnify Indemnitee for Expenses under this Section 5 related
to any Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and only to the extent
that, the Court of Chancery of the State of Delaware (the “Delaware Court”) or any court in which the Proceeding was
brought determines upon application by Indemnitee 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 6.               
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by applicable law,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding
to the extent that Indemnitee is successful, on the merits or otherwise. 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 Indemnitee or on Indemnitee’s behalf in connection
with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by applicable law. For purposes
of this Section 6 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 7.               
Indemnification For Expenses of a Witness. To the fullest extent permitted by applicable law, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any
Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.


 


Section 8.               
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.


 


Section 9.               
Additional Indemnification. Notwithstanding any limitation in Sections 4, 5 or 6, the Company shall indemnify Indemnitee
to the fullest extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the
DGCL adopted after the Effective Date that expand the Company’s ability to indemnify its officers and directors) 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).


 


Section 10.           
Exclusions. Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any
indemnification payment to Indemnitee in connection with any Proceeding:


 


(a)              
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy
or other indemnity provision; or


 


(b)               for
(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 3(b)) or similar provisions of state statutory law or
common law, (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 (iii) any
reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback policy adopted by
the Board or the compensation committee of the Board, including but not limited to any such policy adopted to comply with stock
exchange listing requirements implementing Section 10D of the Exchange Act; or


 






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(c)              
commenced by Indemnitee, including any Proceeding (or any part of any Proceeding) commenced by Indemnitee against the Company or
its directors, officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s
rights to indemnification or advancement of Expenses, including a Proceeding (or any part of any Proceeding) commenced pursuant to Section
15, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its commencement or (iii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


Section 11.           
Advances of Expenses.


 


(a)              
The Company shall advance, to the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee in connection
with any Proceeding (or any part of any Proceeding) not commenced by Indemnitee or any Proceeding (or any part of any Proceeding) commenced
by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement
of Expenses from the Company or Enterprise, including a Proceeding (or any party of any Proceeding) commenced pursuant to Section 15 or
(ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its commencement. The Company shall advance the Expenses
within thirty (30) days after the receipt by the Company of a statement or statements requesting such advances from time to time, whether
prior to or after final disposition of any Proceeding.


 


(b)              
Advances shall be unsecured and interest free. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus, to the fullest extent permitted
by applicable law, Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company and no other form
of undertaking is required other than the execution of this Agreement. The Company shall make advances without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions
of this Agreement.


 


Section 12.           
Procedure for Notification of Claim for Indemnification or Advancement.


 


(a)               Indemnitee
shall notify the Company in writing of any Proceeding 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.
Indemnitee shall include in the written notification to the Company a description of the nature of the Proceeding and the facts
underlying the Proceeding and provide 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
Proceeding. Indemnitee’s failure to notify the Company shall not relieve the Company from any obligation it may have to
Indemnitee 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 or
advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement of Expenses hereunder.


 






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


 


Section 13.           
Procedure Upon Application for Indemnification.


 


(a)              
Unless a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification shall be made:


 


i.                   
by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


 


ii.                 
by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a
quorum of the Board;


 


iii.               
 if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent
Counsel selected by the Board; or


 


iv.               
if so directed by the Board, by the stockholders of the Company.


 


(b)              
If a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification shall be made by written
opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).


 


(c)               The
party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 13 shall provide written notice of the
selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection of
Independent Counsel, deliver to the selecting party 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 3, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the law firm, or member of a law firm, 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 thirty (30) days after the later of submission by Indemnitee of a written request for indemnification pursuant to
Section 12(a) and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected, any
objection to has not been resolved, either the Company or Indemnitee may petition the Delaware Court for the appointment as
Independent Counsel of a law firm, or member of a law firm, selected by the Delaware Court or by such other person as the Delaware
Court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 15(a), 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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(d)              
Indemnitee shall cooperate with the person, persons or entity making the 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 protected by the attorney-client privilege or similar protection or privilege and which is reasonably available to Indemnitee
and reasonably necessary to such determination. The Company shall, to the fullest extent permitted by applicable law, advance and pay
any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination irrespective
of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom. The Company promptly shall advise Indemnitee in writing of the determination that Indemnitee is or is not entitled
to indemnification, including a description of any reason or basis for which indemnification has been denied and providing a copy of any
written opinion provided to the Board by Independent Counsel.


 


(e)              
If it is determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within thirty
(30) days after such determination.


 


Section 14.           
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 permitted by applicable law, presume Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 12(a), and the Company shall, to the fullest extent
permitted by applicable law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its
directors or 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 an actual determination
by the Company (including by its directors or 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)               If
the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 13 within sixty (60)
days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 12(a) and
(ii) the final disposition of the Proceeding for which Indemnitee requested indemnification (the “Determination
Period”), the requisite determination of entitlement to indemnification shall, to the fullest extent permitted by
applicable 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.
The Determination 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, the Determination Period
may be extended an additional fifteen (15) days if the determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 13(a)(iv).


 






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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
Indemnitee 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 Indemnitee’s conduct was unlawful.


 


(d)              
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee acted based
on the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties,
or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports made
to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected
with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee shall be deemed to have acted
in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement if Indemnitee acted in good
faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan. The provisions of this Section 14(d) are not exclusive and do not 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)              
To the fullest extent permitted by applicable law, the knowledge and/or actions, or failure to act, of any director, officer, trustee,
partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining
Indemnitee’s right to indemnification under this Agreement.


 


Section 15.           
Remedies of Indemnitee.


 


(a)               Indemnitee
may commence a proceeding against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided by
this Agreement in the event that (i) a determination is made pursuant to Section 13 that Indemnitee is not entitled to
indemnification under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 11, (iii) the
determination of entitlement to indemnification is not made pursuant to Section 13 within the Determination Period, (iv) the Company
does not indemnify Indemnitee or advance Expenses pursuant to Section 6 or 7 or the second to last sentence of Section 13(d)
within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee
pursuant to Section 4, 5, 6 or 7 within thirty (30) 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. Alternatively, Indemnitee or the
Company, at Indemnitee’s or the Company’s option, respectively, 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 must commence
such proceeding seeking an adjudication or an award in arbitration within one hundred and eighty (180) days following the date on
which Indemnitee first has the right to commence such proceeding pursuant to this Section 15(a); provided, however,
that the foregoing clause does not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under
Section 6. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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(b)              
If a determination is made pursuant to Section 13 that Indemnitee is not entitled to indemnification, any judicial proceeding or
arbitration commenced pursuant to this Section 15 shall be conducted in all respects as a de novo trial, or arbitration, on
the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced
pursuant to this Section 15, to the fullest extent permitted by applicable law, the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may be, and shall not introduce evidence of the determination
made pursuant to Section 13.


 


(c)              
If a determination is made pursuant to Section 13 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 15, 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 is, to the fullest extent not prohibited by applicable law, precluded from asserting in any judicial proceeding or
arbitration commenced pursuant to this Section 15 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)              
It is the intent of the Company that, to the fullest extent permitted by applicable law, 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, to the fullest extent permitted by applicable law, shall (within thirty (30) days after receipt
by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with
any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses from the Company, or concerning
any directors’ and officers’ liability insurance policies maintained by the Company, and shall indemnify Indemnitee against
any and all such Expenses unless the court determines that each of the Indemnitee’s claims in such action were made in bad faith
or were frivolous or are prohibited by applicable law.


 


(f)               
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations under this Agreement through an irrevocable bank line of credit, funded trust or other
collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of the Indemnitee.


 









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(g)           (i)         Whether or not the indemnification provided in Sections 4, 5 or 6 is available in respect
of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall
pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute
to such payment and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee, in each case,
to the fullest extent permitted by applicable law. The Company shall not enter into any settlement of any Proceeding in which the Company
is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release
of all claims asserted against Indemnitee.


 


(ii)       Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph (g)(i), if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such Proceeding), the Company shall, to the fullest extent permitted by applicable law, contribute
to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee
in proportion to the relative benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee,
who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand,
from the transaction or events from which such Proceeding arose; provided, however, that the proportion determined on the
basis of relative benefit may, to the extent necessary to conform to applicable law, be further adjusted by reference to the relative
fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee
(or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or
events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable
law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other than
Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the
other hand, shall, to the fullest extent permitted by applicable law, be determined by reference to, among other things, the degree to
which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary
and the degree to which their conduct is active or passive.


 


(iii)       The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


Section 16.           
Non-exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)           The
indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders or
a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not be
eliminated or impaired by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or
omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this
Agreement. 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 Bylaws, Certificate of Incorporation, or this Agreement, it is
the intent of the parties hereto that Indemnitee 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 is cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The
assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other right or remedy.


 






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(b)           To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents of the Company, Indemnitee shall be covered by such policy or policies to the maximum extent of the coverage available
for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does not
or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of
a notice of a Proceeding pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company shall
give prompt notice 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 lawful 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. Indemnitee agrees to assist the Company efforts
to cause the insurers to pay such amounts and shall comply with the terms of such policies, including selection of approved panel counsel,
if required.


 


(c)            The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s
Corporate Status with an Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement
of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of
first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s
Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to
the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable lawful
action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s
Corporate Status with such Enterprise.


 


(d)            In the event of any payment made by the Company under this Agreement, the Company shall be subrogated to the extent of such payment
to all of the rights of recovery of Indemnitee from any Enterprise or insurance carrier. Indemnitee shall execute all papers required
and take all lawful 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.


 


Section 17.            Duration
of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee
ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of which
Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee
pursuant to Section 15 relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant
to this Agreement are binding upon and be enforceable by the parties hereto and their respective successors and assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or
assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or
of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors
and administrators and other legal representatives.


 






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Section 18.           
Severability. If any provision or provisions of this Agreement is 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 remain enforceable to the fullest extent
permitted by applicable 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 19.           
Interpretation. Any ambiguity in the terms of this Agreement shall be resolved in favor of Indemnitee and in a manner to
provide the maximum indemnification and advancement of Expenses permitted by applicable law. The Company and Indemnitee intend that this
Agreement provide, to the fullest extent permitted by applicable law, for indemnification and advancement in excess of that expressly
provided, without limitation, by the Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors,
or applicable law.


 


Section 20.           
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 as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving or continuing to serve as a director or officer of the Company.


 


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


 


Section 21.           
Modification and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or constitutes a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver.


 






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Section 22.           
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 which may be subject to indemnification or
advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of any obligation
which it may have to the Indemnitee under this Agreement or otherwise.


 


Section 23.           
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 to the other party, (b) sent by reputable overnight courier to the other party or (c)
sent by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:


 


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


 


(b)           If to the Company to:


 


Science 37 Holdings, Inc.


600 Corporate Pointe, Suite 320

Culver City, CA 90230


Attention: Christine Pellizzari; Mike Zaranek


Email: christine.pellizzari@science37.com;


     mike.zaranek@science37.com


 


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


 


Section 24.           
Contribution. To the fullest extent permitted by 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: (a) 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 (b) 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 25.            Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are 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 15(a), to the fullest extent permitted by applicable law, the Company
and Indemnitee hereby irrevocably and unconditionally (a) agree that any 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, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any
proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such
proceeding in the Delaware Court, and (d) waive, and agree not to plead or to make, any claim that any such proceeding brought in
the Delaware Court has been brought in an improper or inconvenient forum.


 






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Section 26.           
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 constitutes 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 27.           
Headings. The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement
or affect the construction thereof.


 


[Signature pages follow.] 


 






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


 





	COMPANY:	 	INDEMNITEE:
	 	 	 
	SCIENCE 37 HOLDINGS, INC.	 	[ l ]
	 	 	 
	By:	                  	 	
	Name:	 	Name:
	Office:	 	Address:



 


[Signature Page to Indemnification
Agreement]