Exhibit
10.2


 


CLARUS
THERAPEUTICS HOLDINGS, INC.


 


FORM
OF DIRECTOR INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is made as of ________________ by and between Clarus Therapeutics Holdings,
Inc. a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).


 


RECITALS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    


     


    

 


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


 


Section
2. Definitions.


 


As
used in this Agreement:


 


(a) “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations
under the Securities Exchange Act of 1934, as amended, as in effect on the date of this Agreement; provided, however, that no Person
who is a director or officer of the Company shall be deemed an Affiliate or an Associate of any other director or officer of the Company
solely as a result of his or her position as director or officer of the Company.


 


(b) A
Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially Own” and have “Beneficial
Ownership” of, any securities:


 


(i) which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, Beneficially Owns (as determined pursuant
to Rule 13d-3 of the Rules under the Exchange Act, as in effect on the date of this Agreement);


 


(ii) which
such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has: (A) the legal, equitable or contractual
right or obligation to acquire (whether directly or indirectly and whether exercisable immediately or only after the passage of time,
compliance with regulatory requirements, satisfaction of one or more conditions (whether or not within the control of such Person) or
otherwise) upon the exercise of any conversion rights, exchange rights, rights, warrants or options, or otherwise; (B) the right to vote
pursuant to any agreement, arrangement or understanding (whether or not in writing); or (C) the right to dispose of pursuant to any agreement,
arrangement or understanding (whether or not in writing) (other than customary arrangements with and between underwriters and selling
group members with respect to a bona fide public offering of securities);


 


(iii) which
are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or
any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (other
than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering
of securities) for the purpose of acquiring, holding, voting or disposing of any securities of the Company; or


 






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(iv) that
are the subject of a derivative transaction entered into by such Person or any of such Person’s Affiliates or Associates, including,
for these purposes, any derivative security acquired by such Person or any of such Person’s Affiliates or Associates that gives
such Person or any of such Person’s Affiliates or Associates the economic equivalent of ownership of an amount of securities due
to the fact that the value of the derivative security is explicitly determined by reference to the price or value of such securities,
or that provides such Person or any of such Person’s Affiliates or Associates an opportunity, directly or indirectly, to profit
or to share in any profit derived from any change in the value of such securities, in any case without regard to whether (A) such derivative
security conveys any voting rights in such securities to such Person or any of such Person’s Affiliates or Associates; (B) the
derivative security is required to be, or capable of being, settled through delivery of such securities; or (C) such Person or any of
such Person’s Affiliates or Associates may have entered into other transactions that hedge the economic effect of such derivative
security;


 


Notwithstanding
the foregoing, no Person engaged in business as an underwriter of securities shall be deemed the Beneficial Owner of any securities acquired
through such Person’s participation as an underwriter in good faith in a firm commitment underwriting.


 


(c)
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 is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities
of the Company representing fifty percent (50%) 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, provided that a Change
of Control shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly,
of any additional securities of the Company conferring upon such Person any additional voting power;


 


(ii) Change
in Board of Directors. 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(c)(i), 2(c)(iii) or 2(c)(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 or successor entity) more than
50% of the combined voting power of the voting securities of the surviving or successor 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
or successor entity;


 






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(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale, lease, exchange
or other transfer by the Company, in one or a series of related transactions, 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 Securities Exchange Act of 1934,
as amended, whether or not the Company is then subject to such reporting requirement.


 


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


 


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


 


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


 


(g) “Expenses”
shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements or expenses
of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or
preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding. Expenses, however,
shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages
or benefits owed to Indemnitee.


 






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(h) “Independent
Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced
in matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i)
the Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other
party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this
Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement
pursuant hereto.


 


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


 


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


 


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


 






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Section
4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth
in this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of
the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery
(the “Delaware Court”) shall determine upon application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall
deem proper.


 


Section
5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this
Agreement and except as provided in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is
successful in such Proceeding or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section
6. Reimbursement for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement,
to the extent that Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not
a party and is not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not
a party and is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred
by him or her or on his or her behalf in connection therewith.


 


Section
7. Exclusions. Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this
Agreement:


 


(a) to
indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee
has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise; provided that the foregoing
shall not [i] apply to any personal or umbrella liability insurance maintained by Indemnitee, [or, (ii) affect the rights of Indemnitee
or the Fund Indemnitors as set forth in Section 13(c)];


 


(b) to
indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law
or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes-Oxley Act of
2002 (“SOX”);


 






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


 


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


 


Section
8. Advancement of Expenses. Subject to Section 9(b), the Company shall advance, the Expenses incurred by Indemnitee in connection
with any Proceeding, and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements
requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the
waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding.
Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the expenses,
(ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii) entitlement to and availability
of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions
of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned
or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement
which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to repay the advance
if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not subject to appeal,
that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The right to advances
under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in
this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.


 


Section
9. Procedure for Notification and Defense of Claim.


 


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


 






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


 


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


 


(d) The
Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected
without its prior written consent (which consent shall not be unreasonably withheld or delayed). Without limiting the generality of the
foregoing, the fact that an insurer under an applicable insurance policy delays or is unwilling to consent to such settlement or is or
may be in breach of its obligations under such policy, or the fact that directors’ and officers’ liability insurance is otherwise
unavailable or not maintained by the Company, may not be taken into account by the Company in determining whether to provide its consent.
The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed),
enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any
monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect
to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder, does not include the full
release of Indemnitee from all liability in respect of such Proceeding.


 


Section
10. Procedure Upon Application for Indemnification.


 


(a) Upon
written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by applicable
law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by one of the following
methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board; or (y) if a Change
in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a
committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or
(iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion
to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or
proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy
of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination. Indemnitee shall cooperate with
the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable
advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’
fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 






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


 


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


 


Section
11. Presumptions and Effect of Certain Proceedings.


 


(a) To
the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall
be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the burden of persuasion by clear
and convincing evidence to overcome that presumption in connection with the making of any determination contrary to that presumption.


 


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


 


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


 






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Section
12. Remedies of Indemnitee.


 


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


 


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


 


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


 


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


 






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(e) The
Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested
by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited
by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee
for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability
insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request
for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices
in connection with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive
any privilege accorded by applicable law need not be included with the invoice.


 


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


 


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


 


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


 


(b) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners,
officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer,
employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms
hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such claim to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with
the terms of such policies. Upon request of Indemnitee, the Company shall also promptly provide to Indemnitee: (i) copies of all of the
Company’s potentially applicable directors’ and officers’ liability insurance policies, (ii) copies of such notices
delivered to the applicable insurers, and (iii) copies of all subsequent communications and correspondence between the Company and such
insurers regarding the Proceeding.


 






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


 


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


 


(e) [Except
as provided in paragraph (c) above,] [T/t]he Company’s obligation to provide indemnification or advancement hereunder to Indemnitee
who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.


 


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


 






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


 


Section
16. Enforcement.


 


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


 


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


 


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


 


Section
18. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification,
reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company or any delay in notification shall
not relieve the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise, unless, and then only to
the extent that, the Company did not otherwise learn of the Proceeding and such delay is materially prejudicial to the Company’s
ability to defend such Proceeding or matter; and, provided, further, that notice will be deemed to have been given without any action
on the part of Indemnitee in the event the Company is a party to the same Proceeding.


 






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Section
19. Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be
deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which
it is so mailed, (iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication
shall have been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:


 


(a) If
to Indemnitee, at such address as Indemnitee shall provide to the Company.


 


(b) If
to the Company to:


 


Clarus
Therapeutics Holdings, Inc.


555
Skokie Blvd., Suite 340


Northbrook,
IL 60062


Attention:
Chief Executive Officer


 


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


 


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


 


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


 






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


 


Section
23. Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


Section
24. Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by
the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


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


 


[Remainder
of Page Intentionally Left Blank]


 






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


 





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