Exhibit 10.11


 





INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement, dated as of ________, 2014 is made by and between CAPRICOR THERAPEUTICS, INC., a Delaware corporation (the “Company”),
and ______________, a director, officer or key employee of the Company or one of the Company’s subsidiaries or Affiliates
or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).


 


RECITALS


 


A.The Company is aware
that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected
by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from
their service to such corporations, and due to the fact that the exposure frequently bears no relationship to the compensation
of such representatives;


 


B.The members of the
Board of Directors of the Company (the “Board”) have concluded that to retain and attract talented and
experienced individuals to serve as representatives of the Company and its Subsidiaries and Affiliates and to encourage such individuals
to take the business risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary for the
Company to contractually indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates, and
to assume for itself maximum liability for Expenses and Other Liabilities in connection with claims against such representatives
in connection with their service to the Company and its Subsidiaries and Affiliates;


 


C.Section 145 of the
Delaware General Corporation Law (“Section 145”), empowers the Company to indemnify by agreement its
officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees
or agents of other corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides that the indemnification
provided thereby is not exclusive; and


 


D.The Company desires
and has requested Indemnitee to serve or continue to serve as a representative of the Company and/or the Subsidiaries or Affiliates
of the Company free from undue concern about inappropriate claims for damages arising out of or related to such services to the
Company and/or the Subsidiaries or Affiliates of the Company.


 


AGREEMENT


 


NOW, THEREFORE, the parties hereto,
intending to be legally bound, hereby agree as follows:


 


1.                 
Definitions.


 


(a)               
Affiliate. For purposes of this Agreement, “Affiliate” of the Company means any corporation,
partnership, limited liability company, joint venture, trust or other enterprise in respect of which Indemnitee is or was or will
be serving as a director, officer, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s
governing body (whether constituted as a board of directors, board of managers, general partner or otherwise), fiduciary, or in
any other similar capacity at the request, election or direction of the Company, and including, but not limited to, any employee
benefit plan of the Company or a Subsidiary or Affiliate of the Company.


 






    	 



    	 



    

 


(b)              
Expenses. For purposes of this Agreement, “Expenses” means all direct and indirect costs
of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other
out-of-pocket costs), paid or incurred by Indemnitee in connection with either the investigation, defense or appeal of, or being
a witness in, a Proceeding (as defined below), or establishing or enforcing a right to indemnification under this Agreement, Section
145 or otherwise; provided, however, that Expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts
paid in settlement of a Proceeding.


 


(c)               
Indemnifiable Event. For purposes of this Agreement, “Indemnifiable Event” means any
event or occurrence related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person
(as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.


 


(d)              
Indemnifiable Person. For the purposes of this Agreement, “Indemnifiable Person” means
any person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s
governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or
fiduciary of the Company or a Subsidiary or Affiliate of the Company.


 


(e)               
Independent Counsel. For purposes of this Agreement, “Independent Counsel” means legal
counsel that has not performed services for the Company or Indemnitee in the five years preceding the time in question and that
would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or
Indemnitee.


 


(f)               
Other Liabilities. For purposes of this Agreement, “Other Liabilities” means any and all
liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related)
excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable
in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties,
or amounts paid in settlement).


 


(g)              
Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending,
or completed action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other
type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including
any appeal of any of the foregoing.


 






    	 



    	 



    

 


(h)              
Subsidiary. For purposes of this Agreement, “Subsidiary” means any entity of which more
than 50% of the outstanding voting securities are owned directly or indirectly by the Company.


 


2.                 
Agreement to Serve. The Indemnitee agrees to serve and/or continue to serve as an Indemnifiable Person in the capacity
or capacities in which Indemnitee currently serves the Company as an Indemnifiable Person, and any additional capacity in which
Indemnitee may agree to serve, until such time as Indemnitee’s service in a particular capacity shall end according to the
terms of an agreement, the Company’s Certificate of Incorporation or Bylaws, governing law, or otherwise. Nothing contained
in this Agreement is intended to create any right to continued employment or other form of service for the Company or a Subsidiary
or Affiliate of the Company by Indemnitee.


 


3.                 
Mandatory Indemnification.


 


(a)               
Agreement to Indemnify. In the event Indemnitee is a person who was or is a party to or witness in or is threatened
to be made a party to or witness in any Proceeding by reason of an Indemnifiable Event, the Company shall indemnify Indemnitee
from and against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation
for) such Proceeding to the fullest extent not prohibited by the provisions of the Company’s Bylaws and the Delaware General
Corporation Law (“DGCL”), as the same may be amended from time to time (but only to the extent that such
amendment permits the Company to provide broader indemnification rights than the Bylaws or the DGCL permitted prior to the adoption
of such amendment).


 


(b)              
Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing, the Company shall not
be obligated to indemnify Indemnitee for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments,
fines, penalties, ERISA excise taxes or penalties and amounts paid in settlement) to the extent such have been paid directly to
Indemnitee (or paid directly to a third party on Indemnitee’s behalf) by any directors and officers, or other type, of insurance
maintained by the Company.


 


(c)               
Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification for
Expenses and Other Liabilities provided by a third party. (“Other Indemnitor”). The Company agrees with
Indemnitee that the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is
provided under this Agreement and the Company’s Bylaws (or any other agreement between the Company and Indemnitee)
and that the Company will be obligated to make all payments due to or
for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Other Indemnitor.
The Company hereby irrevocably waives, relinquishes and releases any equitable rights to contribution, subrogation, indemnification
or any other recovery of any kind from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company
further agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit
of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other
Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such
Expenses or Other Liabilities hereunder. The Company further agrees that no advancement or payment by the Other 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 Other 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 Other
Indemnitors are express third party beneficiaries of the terms of this Section 3.



 






    	 



    	 



    

 


4.                 
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the
Company for some or a portion of any Expenses or Other Liabilities but not entitled, however, to indemnification for the total
amount of such Expenses or Other Liabilities, the Company shall nevertheless indemnify Indemnitee for such total amount except
as to the portion thereof for which indemnification is prohibited by the provisions of the Company’s Bylaws or the DGCL.
In any review or Proceeding to determine the extent of indemnification, the Company shall bear the burden to establish, by clear
and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in
indemnity are allocable to claims, issues or matters which were not successfully resolved.


 


5.                 
Liability Insurance. So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the
Company as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending
or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force
and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having
the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to
and in the same amount as that provided to the Chairman of the Board or the Chief Executive Officer of the Company and (ii) any
replacement or substitute policies issued by one or more reputable insurers providing in all respects coverage at least comparable
to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive Officer of the Company. The
purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit or affect the rights
and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the execution and
delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations of the
Company or the other party or parties thereto under any such insurance or other arrangement.


 


6.                 
Mandatory Advancement of Expenses.


 


(a)               
Advancement. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding
all Expenses reasonably incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable
Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately
be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s
Bylaws or the DGCL. The advances to be made hereunder shall be paid by the Company to Indemnitee or directly to a third party designated
by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s
undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or
payment of any interest thereon.


 






    	 



    	 



    

 


(b)Exception.
Notwithstanding the provisions of Section 6(a), the Company shall not be obligated to make any further advance of Expenses to Indemnitee
if any one of the following determines in good faith that the facts known to them at the time such determination is made demonstrate
clearly and convincingly that Indemnitee acted in bad faith: (i) those members of the Board consisting of directors who were not
parties to the Proceeding for which a claim is made under this Agreement (“Independent Directors”), even
though less than a quorum, (ii) by a committee of Independent Directors designated by a majority vote of Independent Directors,
even though less than a quorum, (iii) Independent Counsel, by written legal opinion, or (iv) a panel of arbitrators (one of whom
is selected by the Company, another of whom is selected by Indemnitee and the last of whom is selected by the first two arbitrators
so selected). The Company shall have the option to submit the question of whether Indemnitee has acted in bad faith to one of the
four alternative decision makers set forth in the preceding sentence and to select the decision maker, but following a favorable
determination to Indemnitee rendered by the first decision maker selected, the Company may not submit the matter to another of
the named decision makers. If the Company elects to submit the matter to Independent Counsel, such counsel shall be selected by
Indemnitee and approved by the Independent Directors or a committee of Independent Directors (which approval may not be unreasonably
withheld). Any decision maker so selected shall render a decision within thirty (30) days of such decision maker’s selection
(which shall include in the case of Independent Counsel or a panel of arbitrators, when the person or persons acting as such counsel
or such panel has or have been selected as provided above).


 


If a decision is made
by the decision maker that Indemnitee acted in bad faith, Indemnitee shall have the right to apply to the Delaware Court of Chancery
for the purpose of determining whether Indemnitee has acted in bad faith.


 


7.                 
Notice and Other Indemnification Procedures.


 


(a)               
Notification. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement
of any Proceeding, Indemnitee shall, if Indemnitee believes that indemnification or advancement of Expenses with respect thereto
may be sought from the Company under this Agreement, notify the Company of the commencement or threat of commencement thereof.
However, a failure so to notify the Company promptly following Indemnitee’s receipt of such notice shall not relieve the
Company from any liability that it may have to Indemnitee except to the extent that the Company is materially prejudiced in its
defense of such Proceeding as a result of such failure.


 


(b)              
Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant
to Section 7(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice
of the commencement of such Proceeding to the issuers in accordance with the procedures set forth in the respective policies. The
Company shall thereafter take all reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such Proceeding in accordance with the terms of such insurance policies.


 






    	 



    	 



    

 


(c)               
Assumption of Defense. In the event the Company shall be obligated to advance the Expenses for any Proceeding against
Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided
herein. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding,
the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company and the retention
of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of
counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably
concluded that there is likely to be a conflict of interest between the Company and Indemnitee in the conduct of any such defense,
or (C) the Company fails to employ counsel to assume the defense of such Proceeding, the fees and expenses of Indemnitee’s
counsel shall be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent
Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense.


 


(d)              
Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts
paid in settlement of any Proceeding effected without the Company’s written consent. Neither the Company nor any Subsidiary
or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense, Other Liability,
penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s
written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any settlement of any Proceeding.


 


8.                 
Determination of Right to Indemnification.


 


(a)               
Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise
in defense of any Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein,
the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith.


 


(b)              
Indemnification in Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify
Indemnitee if Indemnitee has not failed to meet the applicable standard of conduct for indemnification.


 


(c)               
Forum. Indemnitee shall be entitled to select the forum in which determination of whether or not Indemnitee has met
the applicable standard of conduct shall be decided, and such election will be made from among the following:


 


(1)              
Those members of the Board who are Independent Directors even though less than a quorum;


 


(2)              
A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum;
or


 






    	 



    	 



    

 





(3)              
Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which
counsel shall make such determination in a written opinion.


 


If Indemnitee is an
officer or a director of the Company at the time that Indemnitee is selecting the forum, then Indemnitee shall not select Independent
Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of independent
counsel as the forum.


 


The selected forum shall be referred to
herein as the “Reviewing Party.”


 


(d)              
As soon as practicable, and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s
choice of forum pursuant to Section 8(c) above, the Company and Indemnitee shall each submit to the Reviewing Party such information
as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable
period of time following the receipt of all such information from the Company and Indemnitee, but in no event later than thirty
(30) days following the receipt of all such information, provided that the time by which the Reviewing Party must reach a decision
may be extended by mutual agreement of the Company and Indemnitee. All Expenses associated with the process set forth in this Section
8(d), including but not limited to the Expenses of the Reviewing Party, shall be paid by the Company.


 


(e)               
Delaware Court of Chancery. Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled
to indemnification with respect to a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery, for
the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement.


 


(f)               
Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any
hearing or Proceeding under this Section 8 or under Section 6(b) involving Indemnitee and against all Expenses and Other Liabilities
incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation
or enforcement of the rights of Indemnitee under this Agreement unless a court of competent jurisdiction finds that each of the
material claims of Indemnitee in any such Proceeding was frivolous or made in bad faith.


 


9.                 
Exceptions. Any other provision herein to the contrary notwithstanding,


 


(a)               
Claims Initiated by Indemnitee. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify
or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought voluntarily by Indemnitee and not
by way of defense, except (1) with respect to Proceedings brought to establish or enforce a right to indemnification under this
Agreement, any other statute or law, as permitted under Section 145, or otherwise, (2) where the Board has consented to the initiation
of such Proceeding, or (3) with respect to Proceedings brought to discharge Indemnitee’s fiduciary responsibilities, whether
under ERISA or otherwise, but such indemnification or advancement of Expenses may be provided by the Company in specific cases
if the Board finds it to be appropriate; or


 






    	 



    	 



    

 


(b)              
Actions Based on Federal Statutes Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be
obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of (i) any suit in which judgment is rendered
against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant
to the provisions of Section 16(b) of the Securities Exchange Act of l934 and amendments thereto or similar provisions of any federal,
state or local statutory law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based
or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required
in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment
to the Company of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley
Act); or


 


(c)               
Unlawful Indemnification. The Company shall not be obligated pursuant to the terms of this Agreement to indemnify
Indemnitee for Other Liabilities if such indemnification is prohibited by law.


 


10.             
Non-exclusivity. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall
not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Company’s Certificate
of Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise,
both as to acts or omissions in his or her official capacity and to acts or omissions in another capacity while serving the Company
or a Subsidiary or Affiliate as an Indemnifiable Person and Indemnitee’s rights hereunder shall continue after Indemnitee
has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the heirs,
executors and administrators of Indemnitee.


 


11.             
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable
for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of the Agreement (including,
without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby,
and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraphs
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal
or unenforceable.


 


12.             
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provision hereof (whether or not similar) and except as expressly provided herein, no such waiver shall constitute
a continuing waiver.


 


13.             
Successors and Assigns. The terms of this Agreement shall bind, and shall inure to the benefit of, the successors
and assigns of the parties hereto.


 






    	 



    	 



    

 





14.             
Notice. All notices, requests, demands and other communications under this Agreement shall be in writing and shall
be deemed duly given (i) if delivered by hand and a receipt is provided by the party to whom such communication is delivered, (ii)
if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an
acknowledgement of receipt form accompanying delivery through the U.S. mail, (iii) personal service by a process server, or (iv)
delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service.
Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written
notice complying with the provisions of this Section 14. Delivery of communications to the Company with respect to this Agreement
shall be sent to the attention of the Company’s Chief Executive Officer.


 


15.             
No Presumptions. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court
has determined that indemnification is not permitted by applicable law or otherwise. In addition, neither the failure of the Company
or a Reviewing Party or one of the decision makers described in Section 6(b) to have made a determination as to whether Indemnitee
has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company including a
determination pursuant to Section 6(b), or a Reviewing Party that Indemnitee has not met such standard of conduct or did not
have such belief, prior to the commencement of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s
rights under Section 6(b) or 8(e) of this Agreement shall be a defense to Indemnitee’s claim or create a presumption that
Indemnitee has failed to meet any particular standard of conduct or did not have any particular belief or is not entitled to indemnification
under applicable law or otherwise.


 


16.             
Survival of Rights. The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased
to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and shall inure to the benefit of Indemnitee’s
heirs, executors and administrators.


 


17.             
Subrogation and Contribution.


 


(a)               
Except as otherwise expressly provided in this Agreement, in the
event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to
enable the Company effectively to bring suit to enforce such rights. 


 


(b)              
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 or on behalf of Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement
and/or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as
is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits
received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding; and/or
(ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such
event(s) and/or transaction(s).


 






    	 



    	 



    

 


18.             
Specific Performance, Etc. The parties recognize that if any provision of this Agreement is violated by the Company,
Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled,
if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain damages, to enforce specific performance,
to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue.


 


19.             
Counterparts. This Agreement may be executed in 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.


 


20.             
Headings. The headings of the sections and 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 or interpretation thereof.


 


21.             
Governing Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of
Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely with Delaware.


 


22.             
Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts
of the State of Delaware for all purposes in connection with any Proceeding which arises out of or relates to this Agreement.


 


 


 


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The parties hereto have entered into this
Indemnification Agreement effective as of the date first above written.


 











	 	CAPRICOR THERAPEUTICS, INC. 
	 	 	 
	 	 	 
	 	 	 
	 	By:	 
	 	 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 	 	 
	 	 	 
	 	Title:	 
	 	 	 
	 	 	 
	 	 	 
	 	Indemnitee:	 
	 	 	 
	 	 
	 	 	 
	 	 Print Name	 
	 	 
	 	 	 
	 	 Address