Exhibit 10.5


 


 


 


		Confidential	



 


Ben Zeskind, PhD, MBA


Immuneering Corporation


(617) 500-8080 ext. 121


(617) 694-3782 (cell)


bzeskind@immuneering.com


 


March 5, 2021


 


Biren N. Amin

3 Victoria Place

Holmdel, NJ 07733

847-609-3735 (cell)

bnarex@gmail.com


 


Dear Biren:


 


On behalf of Immuneering Corporation (the “Company”),
I am pleased to set forth the terms of your employment with the Company:


 


1.                 
You will be employed to serve on a full-time basis as Chief Financial Officer effective on or before April 1, 2021. You
will be based in our NYC office once the COVID-19 situation is safely resolved, and work remotely until then.


 


As Chief Financial Officer your primary responsibilities will be as
outlined in Exhibit 1.


 


You will report directly to me.


 


2.                 
Your base salary will be $31,250.00 per month (the monthly equivalent of $375,000 per year), subject to tax and other
withholdings as required by law. Such salary may be adjusted from time to time in the sole discretion of the Company.


 


3.                 
Subject to your continued employment with the Company, you will be eligible for a standard year-end bonus each December, with
the amount of your bonus, if any to be determined by the Company’s Board of Directors in its discretion. Your target bonus will
be 33.33% of your base salary earnings for that year. Your bonus will reflect your achievement of key goals and objectives, responsiveness
and positive interactions with your colleagues, and will also be dependent on Company performance. All bonuses are subject to tax and
other withholdings as required by law. 


	 	 	 	 
	 	 	 	 
	
    245 Main St, 2nd Floor

    Cambridge, MA 02142
	
    667 Madison Ave, 5th Floor

    New York, NY 10065
	10920 Via Frontera, Suite 560

San Diego, CA 92127	
    617-500-8080

    immuneering.com




 






     


     


    

 


4.                 
You may participate in any and all bonus and benefit programs that the Company establishes and makes available to its employees
from time to time, provided you are eligible under (and subject to all provisions of) the plan documents governing those programs. As
a full-time employee, Immuneering will cover the full cost of your monthly health insurance premiums for individual/family coverage
under a Blue Cross Blue Shield of Massachusetts PPO, plus half of any expenses incurred towards the deductible ($1,000 for individuals,
$2,500 for families). Immuneering also has a 401(k) plan and will match your 401(k) contributions up to 4% of salary per IRS
Safe harbor 401(k) rules. The company provides group term life and accidental death & dismemberment insurance through SunLife. The
benefit is equal to one times your annual salary to a maximum of $300,000. The company provides short term disability insurance through
SunLife that pays 60% of your salary up to a maximum of $1,500 per week should you be out of work due to an illness or injury for up to
12 weeks. The company provides long term disability insurance through SunLife that pays 60% of your salary up to a maximum of $10,000
per month should you be out of work due to an illness or injury for 90 days or more. 


 


5.                 
Subject to the approval of the Board of Directors of the Company, you may receive an incentive stock option grant under our current
stock incentive plan for the purchase of 193,100 shares of common stock of the Company (equal to ~1.35% of the full diluted company
after our Series B) at a price per share equal to the fair market value at the time of Board approval, subject to the terms of a stock
option agreement between you and the Company. One-quarter of such options will vest upon your completion of one year of employment with
the company, and the remaining three-quarters of such options will vest in equal monthly installments over the subsequent three years.
As of the date of this letter, the current fair market value for the purchase of common stock is $5.77 per share.


 


6.                 
The Company has an unlimited paid vacation policy. This means that you can take as much paid vacation in any calendar year as is
consistent with you maintaining an acceptable level of performance and the Company’s business needs. We ask that you inform us of
all vacation plans at least two weeks in advance, and schedule your time out of the office with consideration of the Company’s business
needs. The Company may ask you to delay or change your vacation plans if they are inconsistent with business needs. In addition to paid
vacation, you will not be required to work on Federal Holidays.


 


7.                 
You will be required to execute an Employee Proprietary Information and Inventions Assignment Agreement in the form attached as
Exhibit 2, as a condition of employment.


 





8.                 
 You represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from
entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms
of this letter.


 


 


 






     


     


    

 


9.                 
You agree to provide to the Company, within three days of your hire date, documentation of your eligibility to work in the United
States, as required by the Immigration Reform and Control Act of 1986. You may need to obtain a work visa in order to be eligible to work
in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely
manner as determined by the Company. Your employment will also be conditioned on the successful completion of a routine background check.


 


10.             
This letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in
no way alter the Company’s policy of employment at will, under which both you and the Company remain free to terminate the employment
relationship, with or without cause, at any time, with or without notice. Similarly, nothing in this letter shall be construed as an agreement,
either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company.


 


If you agree with the employment provisions of
this letter, please sign the enclosed duplicate of this letter in the space provided below and return it to me by March 8, 2021.


 


	 	Very Truly Yours,
	 	 
	 	By:	/s/ Ben Zeskind      
	 	Name: Ben Zeskind
	 	Title: Co-Founder and CEO




 


The foregoing correctly sets forth the terms of my employment by Immuneering
Corporation.


 





	/s/ Biren N. Amin	 	Date:  	  
	Name: Biren N. Amin	 	 



 


 


 






     


     


    

 


Exhibit 1: CHIEF FINANCIAL OFFICER


 


The CFO, a senior leadership position at Immuneering, will be an integral
member of the internal Executive Committee and will be a closely integrated strategic and operational partner with the CEO and EEC in
creating a leading biotech over the forthcoming years.


 


This individual will:


 


		●	Serve as an externally-facing presence to Wall Street and the investor community, sharing the Immuneering story with investors



		●	Provide feedback internally into various strategic decisions to be made by the company, and how they will be viewed by investors



		●	Lead the company’s IPO process



		●	Provide strong financial management across all aspects of the company;



		●	Serve as a critical thought partner to the CEO on all strategic financial decision-making;



		●	Bring strong transactional experience both analytically and from a strategic perspective



		●	Lead business/financial planning, reporting and analysis as the company continues to evolve.



		●	The specific functional responsibilities will grow to include Controlling, Financial Planning and Analysis, External Reporting, Tax,
Treasury, and Investor Relations (in partnership with members of the EEC). The CFO will have accountability for the financial and capital
strategy to the Board of Directors, as well as leadership of the Audit Committee.



		●	Manage other operational aspects of the company as may be requested



		●	The CFO will be externally-facing and strategic. This CFO will be expected to have a major impact on Immuneering’s strategic
planning, capital-raising, and corporate development activities. The CFO will also play an important role in representing the company
to institutional investors and managing the capital markets strategy. 









 


 






     


     


    

 


Exhibit 2: IMMUNEERING CORPORATION


 


EMPLOYEE
PROPRIETARY INFORMATION AND INVENTIONS ASSIGNMENT 

AGREEMENT


 


In consideration and as a
condition of my employment by Immuneering Corporation, a Delaware corporation (together with any of its subsidiaries or parent companies,
and any of their successors or assigns collectively, the “Company”), and my receipt of the compensation paid to me
by the Company in the context of that employment and the issuance to me of an option to purchase shares of common stock of the Company,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the date of
my signature below (the “Effective Date”), unless specified otherwise in this Employee Proprietary Information and
Inventions Assignment Agreement (the “Agreement”), I, the undersigned, agree as follows:


 


1.                   Proprietary
Information. During the term of my employment, I may receive and otherwise be exposed, directly or indirectly, to confidential
and proprietary information of the Company whether in graphic, written, electronic or oral form, including without limitation
information relating to the Company’s business, strategies, designs, products, services and technologies and any derivatives,
improvements and enhancements relating to any of the foregoing, or to the Company’s suppliers, customers or business partners
(collectively “Proprietary Information”). Proprietary Information may be identified at the time of disclosure as
confidential or proprietary or information which by its context would reasonably be deemed to be confidential or proprietary.
“Proprietary Information” may also include without limitation (a)(i) unpublished patent disclosures and patent
applications and other filings, know-how, trade secrets, works of authorship and other intellectual property, as well as any
information regarding ideas, Inventions (as defined in Section 5), technology, and processes, including without limitation assays,
sketches, schematics, techniques, drawings, designs, descriptions, specifications and technical documentation, (ii) information
relating to physical, chemical or biological materials and compounds (including without limitation reagents, gene sequences, nucleic
acids, amino acids, cell lines, media, antibodies, antibody fragments, compounds, c-DNAs, antisense nucleotides, proteins, peptides
and vectors), their structures, compositions, and formulations, and methods for their handling, use, and manufacture, and processes,
apparatus, models relating thereto, (iii) specifications, protocols, models, designs, equipment, engineering, algorithms, software
programs, software source documents, formulae, (iv) information concerning or resulting from any research and development or other
project, including without limitation nonclinical and clinical data, experimental work, clinical and product development plans,
results from clinical studies, regulatory compliance information, and research, development and regulatory strategies, and (v)
business and financial information, including without limitation purchasing, procurement, manufacturing, customer lists, information
relating to investors, employees, business and contractual relationships, business forecasts, sales and merchandising, business and
marketing plans, product plans, and business strategies, including without limitation information the Company provides regarding
third parties, such as, but not limited to, suppliers, customers, employees, investors, or vendors; and (b) any other information,
to the extent such information contains, reflects or is based upon any of the foregoing Proprietary Information. The Proprietary
Information may also include information of a third party that is disclosed to me by the Company or such third party at the
Company’s direction.


 


 


 






     


     


    

 


2.                  
Obligations of Non-Use and Nondisclosure. I acknowledge the confidential and secret character of the Proprietary Information,
and agree that the Proprietary Information is the sole, exclusive and valuable property of the Company. Accordingly, I agree not to use
the Proprietary Information except in the performance of my authorized duties as an employee of the Company, and not to disclose all
or any part of the Proprietary Information in any form to any third party, either during or after the term of my employment, without
the prior written consent of the Company on a case-by-case basis. Upon termination of my employment, I agree to cease using and to return
to the Company all whole and partial copies and derivatives of the Proprietary Information, whether in my possession or under my direct
or indirect control, provided that I am entitled to retain my personal copies of (a) my compensation records, (b) materials
distributed to stockholders generally, and (c) this Agreement. I understand that my obligations of nondisclosure with respect to
Proprietary Information shall not apply to information that I can establish by competent proof (x) was actually in the public domain
at the time of disclosure or enters the public domain following disclosure other than as a result of a breach of this Agreement, (y) is
already in my possession without breach of any obligations of confidentiality at the time of disclosure by the Company as shown by my
files and records immediately prior to the time of disclosure, or (z) is obtained by me from a third party not under confidentiality
obligations and without a breach of any obligations of confidentiality. If I become compelled by law, regulation (including without limitation
the rules of any applicable securities exchange), court order, or other governmental authority to disclose the Proprietary Information,
I shall, to the extent possible and permissible under applicable law, first give the Company prompt notice. I agree to cooperate reasonably
with the Company in any proceeding to obtain a protective order or other remedy. If such protective order or other remedy is not obtained,
I shall only disclose that portion of such Proprietary Information required to be disclosed, in the opinion of my legal counsel. I shall
request that confidential treatment be accorded such Proprietary Information, where available. Compulsory disclosures made pursuant to
this section shall not relieve me of my obligations of confidentiality and non-use with respect to non-compulsory disclosures. I understand
that nothing herein is intended to or shall prevent me from communicating directly with, cooperating with, or providing information to,
any federal, state or local government regulator, including, but not limited to, the U.S. Securities and Exchange Commission, the U.S.
Commodity Futures Trading Commission, or the U.S. Department of Justice. I shall promptly notify my supervisor or any officer of the
Company if I learn of any possible unauthorized use or disclosure of Proprietary Information and shall cooperate fully with the Company
to enforce its rights in such information.




 


3.                  
Defend Trade Secrets Act Notice of Immunity Rights. I acknowledge that the Company has provided me with the following notice of
immunity rights in compliance with the requirements of the Defend Trade Secrets Act: (a) I shall not be held criminally or civilly liable
under any Federal or State trade secret law for the disclosure of Proprietary Information that is made in confidence to a Federal, State,
or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, (b)
I shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of Proprietary Information
that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal and (c) if I file
a lawsuit for retaliation by my employer for reporting a suspected violation of law, I may disclose the Proprietary Information to my
attorney and use the Proprietary Information in the court proceeding, if I file any document containing the Proprietary Information under
seal, and do not disclose the Proprietary Information, except pursuant to court order.


 


 


 






     


     


    

 


4.                  
Property of the Company. I acknowledge and agree that all notes, memoranda, reports, drawings, blueprints, manuals, materials,
data, emails and other papers and records of every kind, or other tangible or intangible materials which shall come into my possession
in the course of my employment with the Company, relating to any Proprietary Information, shall be the sole and exclusive property of
the Company and I hereby assign any rights or interests I may obtain in any of the foregoing to my employer. I agree to surrender this
property to my employer upon termination of my employment, or at any time upon request by my employer. I further agree that any property
situated on my employer’s data systems or on my employer’s premises and owned by my employer, including without limitation
electronic storage media, filing cabinets or other work areas, is subject to inspection by my employer at any time with or without notice.


 


5.                  
Inventions.


 


5.1               Disclosure
and Assignment of Inventions. For purposes of this Agreement, an “Invention” shall mean any idea, invention or work
of authorship, including, without limitation, any documentation, formula, design, device, code, method, software, technique,
process, discovery, concept, improvement, enhancement, development, machine or contribution, in each case whether or not patentable
or copyrightable and for purposes of this Section 5, “Company” shall mean the Company entity that is my employer
as of the Effective Date or, if I am subsequently employed by any subsidiary or parent of such Company entity, the applicable
subsidiary or parent by which I am employed. I will disclose all Inventions promptly in writing to an officer of the Company or to
attorneys of the Company in accordance with the Company’s policies and procedures. I will, and hereby do, assign to the
Company, without requirement of further writing, without royalty or any other further consideration, my entire right, title and
interest throughout the world in and to all Inventions created, conceived, made, developed, and/or reduced to practice by me in the
course of my employment by the Company and all intellectual property rights therein. I hereby waive, and agree to waive, any moral
rights I may have in any copyrightable work I create or have created on behalf of the Company. I also hereby agree, that for a
period of one year after my employment with the Company, I shall disclose to the Company any Inventions that I create, conceive,
make, develop, reduce to practice or work on that relate to the work I performed for the Company. The Company agrees that it will
use commercially reasonable measures to keep Inventions disclosed to it pursuant to this Section 5.1 that do not constitute
Inventions to be owned by the Company in confidence and shall not use any Inventions for its own advantage, unless in either case
those Inventions are assigned or assignable to the Company pursuant to this Section 5.1 or otherwise.


 


5.2              
Certain Exemptions. The obligations to assign Inventions set forth in Section 5.1 apply with respect to all Inventions (a) whether
or not such Inventions are conceived, made, developed or worked on by me during my regular hours of employment with the Company; (b) whether
or not the Invention was made at the suggestion of the Company; (c) whether or not the Invention was reduced to drawings, written
description, documentation, models or other tangible form; and (d) whether or not the Invention is related to the general line of
business engaged in by the Company, but do not apply to Inventions that (x) I develop entirely on my own time or after the date of
this Agreement without using the Company’s equipment, supplies, facilities or Proprietary Information; (y) do not relate to
the Company’s business, or actual or demonstrably anticipated research or development of the Company at the time of conception or
reduction to practice of the Invention; and (z) do not result from and are not related to any work performed by me for the Company.
I hereby acknowledge and agree that the Company has notified me that, if I reside in the state of California, assignments provided for
in Section 5.1 do not apply to any Invention which qualifies fully for exemption from assignment under the provisions of Section 2870
of the California Labor Code (“Section 2870”), a copy of which is attached as Exhibit A. If applicable, at the
time of disclosure of an Invention that I believe qualifies under Section 2870, I shall provide to the Company, in writing, evidence to
substantiate the belief that such Invention qualifies under Section 2870. I further understand that, to the extent this Agreement shall
be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes
of inventions made by an employee, Section 5.1 shall be interpreted not to apply to any Invention which a court rules and/or the Company
agrees falls within such classes.


 


 


 






     


     


    

 



 





5.3              
Records. I will make and maintain adequate and current written records of all Inventions covered by Section 5.1. These records
may be in the form of notes, sketches, drawings, flow charts, electronic data or recordings, notebooks and any other format. These records
shall be and remain the property of the Company at all times and shall be made available to the Company at all times.


 


5.4              
Patents and Other Rights. I agree to assist the Company in obtaining, maintaining and enforcing patents, invention assignments
and copyright assignments, and other proprietary rights in connection with any Invention covered by Section 5.1, and will otherwise assist
the Company as reasonably required by the Company to perfect in the Company the rights, title and other interests in my work product granted
to the Company under this Agreement (both in the United States and foreign countries). I further agree that my obligations under this
Section 5.4 shall continue beyond the termination of my employment with the Company, but if I am requested by the Company to render such
assistance after the termination of such employment, I shall be entitled to a fair and reasonable rate of compensation for such assistance,
and to reimbursement of any expenses incurred at the request of the Company relating to such assistance. If the Company is unable for
any reason, after reasonable effort, to secure my signature on any document needed in connection with the actions specified above, I hereby
irrevocably designate and appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment
is coupled with an interest, to act for and in my behalf to execute, verify and file any such documents and to do all other lawfully permitted
acts to further the purposes of this Section 5.4 with the same legal force and effect as if executed by me.


 


5.5               Prior
Contracts and Inventions; Information Belonging to Third Parties. I represent and warrant that, except as set forth on Exhibit
B, I am not required, and I have not been required during the course of work for the Company or its predecessors, to assign
Inventions under any other contracts that are now or were previously in existence between me and any other person or entity. I
further represent that (a) I am not obligated under any consulting, employment or other agreement that would affect the
Company’s rights or my duties under this Agreement, and I shall not enter into any such agreement or obligation during the
period of my employment by the Company, (b) there is no action, investigation, or proceeding pending or threatened, or any
basis therefor known to me involving my prior employment or any consultancy or the use of any information or techniques alleged to
be proprietary to any former employer, and (c) the performance of my duties as an employee of the Company do not and will not
breach, or constitute a default under any agreement to which I am bound, including any agreement limiting the use or disclosure of
proprietary information acquired in confidence prior to engagement by the Company or if applicable, any agreement to refrain from
competing, directly or indirectly, with the business of such previous employer or any other party or to refrain from soliciting
employees, customers or suppliers of such previous employer or other party. I will not, in connection with my employment by the
Company, use or disclose to the Company any confidential, trade secret or other proprietary information of any previous employer or
other person to which I am not lawfully entitled. As a matter of record, I attach as Exhibit B a brief description of all
Inventions made or conceived by me prior to my employment with the Company which I desire to be excluded from this Agreement
(“Background Technology”). If full disclosure of any Background Technology would breach or constitute a default
under any agreement to which I am bound, including any agreement limiting the use or disclosure of proprietary information acquired
in confidence prior to engagement by the Company, I understand that I am to describe such Background Technology in Exhibit B at
the most specific level possible without violating any such prior agreement. Without limiting my obligations or representations
under this Section 5.5, if I use (i) any Background
Technology or (ii) any other Inventions in which I have an interest and that are excluded from the assignment of Inventions set
forth in Section 5.1 (collectively (i) and (ii), the “Excluded Technology”) in the course of my employment or
incorporate any Excluded Technology in any product, service or other offering of the Company, I hereby grant the Company a
non-exclusive, royalty-free, perpetual and irrevocable, worldwide right to use and sublicense the use of Excluded Technology for the
purpose of developing, marketing, selling and supporting Company technology, products and services, either directly or through
multiple tiers of distribution, but not for the purpose of marketing Excluded Technology separately from Company products or
services. 


 


5.6              
Works Made for Hire. I acknowledge that all original works of authorship which are made by me (solely or jointly with others) within
the scope of my employment with the Company and which are eligible for copyright protection are “works made for hire” as that
term is defined in the United States Copyright Act (17 U.S.C., Section 101).


 


 


 






     


     


    

 


6.                  
Restrictive Covenants. I agree to fully comply with the covenants set forth in this Section 6 (the “Restrictive Covenants”).
I further acknowledge and agree that the Restrictive Covenants are reasonable and necessary to protect the Company’s legitimate
business interests, including its Proprietary Information and goodwill.


 


6.1              
Non-Competition.


 


i.            Non-Competition.
During the term of my employment with the Company, and for a period of one year immediately following the termination of such
employment (the “Non-Competition Restricted Period”), I will not, directly or indirectly, for my own benefit or
for the benefit of any other individual or entity other than the Company: (i) operate, conduct, or engage in, or prepare to
operate, conduct, or engage in the Business; (ii) own, finance, or invest in (except as the holder of not more than one percent of
the outstanding stock of a publicly-held company) any Business, or (iii) participate in, render services to, or assist any person or
entity that engages in or is preparing to engage in the Business in any capacity (whether as an employee, consultant, contractor,
partner, officer, director, or otherwise) (x) which involves the same or similar types of services I performed for the Company at
any time during the last two years of my employment with the Company or (y) in which I could reasonably be expected to use or
disclose Proprietary Information, in each case (i), (ii), or (iii) in the Restricted Territory. For the avoidance of doubt, if I
reside in the Commonwealth of Massachusetts, the non-competition obligations set forth above in this Section 6.1(a) shall not apply
to me following the termination of my employment with the Company if I am terminated by the Company without Cause or if and to the
extent the Company elects to waive any of such obligations as provided in Section 6.6 below. If I reside in the Commonwealth of
Massachusetts, in the event the Company determines at any time that I engaged in conduct constituting Cause during or after my
employment has ended, then the Company may retroactively designate my termination as a termination with Cause, and the
non-competition covenants set forth in this Section 6.1, and each subpart, shall remain in full force and effect pursuant to their
terms. Notwithstanding the foregoing, if I reside in the Commonwealth of Massachusetts and I am (x) classified as non-exempt under
the Fair Labor Standards Act or (y) an undergraduate or graduate student partaking in an internship or short-term employment with
the Company while enrolled in a full-time or part-time undergraduate or graduate educational institution, then Section 6.1 shall not
apply to me after the termination of my employment with the Company for any reason.


 


ii.           
Extension of Non-Competition Restricted Period. In the event I breach my fiduciary duty to the Company or unlawfully take, physically
or electronically, property belonging to the Company as reasonably determined by the Company, the Non-Competition Restricted Period as
defined above shall be extended for one additional year, for a maximum period of two years immediately following my termination of employment
from the Company.


 


 


 






     


     


    

 


6.2               Non-Solicitation
of Company Personnel. During the term of my employment with the Company, and for a period of one year immediately following the
termination of such employment for any reason (the “Non-Solicitation Restricted Period”), I will not, directly or
indirectly, for my own benefit or for the benefit of any other individual or entity: (a) employ or hire any Company Personnel in any
capacity (whether as an employee, contractor, consultant or otherwise); (b) solicit or attempt to solicit for employment or hire any
Company Personnel in any capacity; (c) entice or induce any Company Personnel to leave his or her or their employment with the
Company; or (d) otherwise negatively interfere with the Company’s relationship with any Company Personnel. Notwithstanding the
foregoing, a general solicitation or advertisement for job opportunities that I may publish without targeting any Company Personnel
shall not be considered a violation of Section 6.2(b).


 


6.3              
Non-Solicitation of Company Customer. During the Non-Solicitation Restricted Period, I will not, directly or indirectly, for my
own benefit or for the benefit of any other individual or entity: (a) solicit business from, or offer to provide products or services
that are similar to any product or service provided or that could be provided by the Company or that are otherwise competitive with the
Business to, any Company Customer; (b) cause or encourage any Company Customer to reduce or cease doing business with the Company, or
(c) otherwise negatively interfere with the Company’s relationships with any Company Customer.


 


6.4              
Tolling Period. Without limiting the Company’s ability to seek other remedies
available in law or equity, if I violate any of the provisions of Sections 6.2 or 6.3, the Non-Solicitation Restricted Period shall be
extended by one day for each day that I am in violation of such provisions, up to a maximum extension equal to the length of the Non-Solicitation
Restricted Period, so as to give the Company the full benefit of the bargained-for length of forbearance.


 


6.5              
Interpretation. If any restriction set forth in the Restrictive Covenants is found by any court of competent jurisdiction to be
unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area,
it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.


 


6.6              
Waiver. At any time, the Company may in its sole discretion elect to waive any or part of the Restrictive Covenants, provided any
such waiver is expressly agreed to in writing by an executive officer of the Company, or, if I am an executive officer of the Company,
by the Board of Directors of the Company.


 


 


 






     


     


    

 


6.7              
Definitions. As used in the Restrictive Covenants:


 


(a)              
The term “Business” means any business or part thereof that develops, manufactures, markets, licenses, sells or provides
any product or service that competes with any product or service developed, manufactured, marketed, licensed, sold or provided, or planned
to be developed, manufactured, marketed, licensed, sold or provided, by the Company, in each case at any time during my employment with
the Company.


 


(b)              
The term “Cause” means (i) a material breach of this Agreement or any other agreement I may have entered into
with the Company; (ii) the commission of fraud, embezzlement, or other intentional act that could reasonably harm the Company or
third parties; (iii) a material violation of the Company’s personnel policies, my ethical obligations, or applicable laws or
regulations; or (iv) willful or gross negligence in the performance of my job duties that could reasonably harm the Company or third
parties, in each case as reasonably determined by the Company.


 


(c)              
The term “Company Customer” means any individual or entity who (i) is, or was at any time during the one year period
prior to the termination of my employment with the Company, a customer, supplier, or vendor of the Company of whom I learned, with whom
I had business contact or about whom I obtained Proprietary Information at any time during my employment with the Company, or (ii) is
a prospective customer, supplier, or vendor of the Company of whom I learned, with whom I had business contact, or about whom I obtained
Proprietary Information as part of a solicitation of business on behalf of the Company at any time during the one year period prior to
my termination of employment with the Company.


 


(d)              
The term “Company Personnel” means any individual or entity who is or was at any time during the six-month period prior
to my solicitation or other activity prohibited by Section 6.2, employed or engaged (whether as an employee, consultant, independent contractor
or in any other capacity) by the Company.


 


(e)              
The term “Restricted Territory” means each city, county, state, territory and country in which (i) I provided services
or had a material presence or influence at any time during the last two years of my employment with the Company or (ii) the Company is
engaged in or has plans to engage in the Business as of the termination of my employment with the Company.


 


7.                  
Notification to Other Parties. In the event of termination of my employment with the Company for any reason, I hereby consent to
notification by the Company to my new employer or other party for whom I work about my rights and obligations under this Agreement.


 


8.                  
Employment at Will. I understand and agree that my employment with the Company is at will. Accordingly, my employment can be terminated
at any time, without Cause or notice, at my option or the Company’s option. The at-will nature of my employment also means that
I can be transferred or demoted, and my job title, compensation, benefits and other terms and conditions of employment can be reduced,
at any time with or without Cause. I acknowledge that such changes shall not affect the enforceability of the Restrictive Covenants or
other terms of this Agreement. This at-will status of my employment relationship with the Company shall remain in full force and effect
throughout my employment with the Company, and the Restrictive Covenants shall remain in full force and effect pursuant to their terms.
The at-will status of my employment can be modified only in a written agreement that expressly alters such status and which is signed
by both an authorized officer of the Company and me.


 


 


 






     


     


    

 





9.                  
Miscellaneous.


 


9.1              
The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs,
executors, and administrators and permitted assigns. I will not assign this Agreement or my obligations hereunder without the prior written
consent of the Company, which consent may be withheld in the Company’s sole discretion, and any such purported assignment without
consent shall be null and void from the beginning. I agree that the Company may freely assign or otherwise transfer this Agreement to
any affiliate or successor in interest (whether by way of merger, sale, acquisition or corporate re-organization or any substantially
similar process) of the Company.


 


9.2              
This Agreement constitutes the parties’ final, exclusive and complete understanding and agreement with respect to the subject matter
hereof, and supersedes all prior and contemporaneous understandings and agreements, whether oral or written, relating to its subject matter.


 


9.3              
Any subsequent change or changes in my duties, obligations, rights or compensation will not affect the validity or scope of this Agreement.
This Agreement may not be waived, modified or amended unless mutually agreed upon in writing by both parties. No delay or omission by
the Company in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given
by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on
any other occasion.


 


9.4              
If any provision of this Agreement is found by a proper authority to be unenforceable or invalid such unenforceability or invalidity shall
not render this Agreement unenforceable or invalid as a whole and in such event, such provision shall be changed and interpreted so as
to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions
and the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.


 


9.5              
I acknowledge that the Company will suffer substantial damages not readily ascertainable or compensable in terms of money in the event
of the breach of any of my obligations under this Agreement. I therefore agree that the Company shall be entitled (without limitation
of any other rights or remedies otherwise available to the Company) to obtain an injunction from any court of competent jurisdiction prohibiting
the continuance or recurrence of any breach of this Agreement.


 


 


 






     


     


    

 


9.6              
The rights and obligations of the parties under this Agreement shall be governed in all respects by the laws of the State of New
Jersey exclusively, without reference to any conflict of laws rule that would result in the application of the laws of any other
jurisdiction. The parties agree that all disputes arising under this Agreement shall be adjudicated in the state and federal courts
having jurisdiction over disputes arising in Suffolk County, Massachusetts, and I hereby agree to consent to the personal
jurisdiction of such court. The Company and I each hereby irrevocably waive any right to a trial by jury in any action, suit or
other legal proceeding arising under or relating to any provision of this Agreement.


 


9.7              
Any notices required or permitted hereunder shall be given to the appropriate party at the address specified on the signature page to
this Agreement or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery,
or sent by certified or registered mail, postage prepaid, three days after the date of mailing.


 


9.8              
Except as otherwise provided herein, the provisions of this Agreement shall survive the termination of my employment with the Company
for any reason.


 


9.9              
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument. A facsimile, PDF (or any electronic signature complying with the U.S. federal ESIGN
Act of 2000, e.g., www.docusign.com) or any other type of copy of an executed version of this Agreement signed by a party is binding upon
the signing party to the same extent as the original of the signed agreement.


 


I ACKNOWLEDGE THAT I HAVE THE RIGHT TO CONSULT
WITH INDEPENDENT LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT AND HAVE HAD A REASONABLE OPPORTUNITY TO DO SO, AND THAT I EITHER HAVE
CONSULTED, OR ON MY OWN VOLITION CHOSEN NOT TO CONSULT, WITH SUCH COUNSEL. I FURTHER ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT CAREFULLY
AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS WHICH IT IMPOSES UPON ME WITHOUT RESERVATION. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE
TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY, IN DUPLICATE, WITH THE UNDERSTANDING THAT THE
COMPANY WILL RETAIN ONE COUNTERPART AND THE OTHER COUNTERPART WILL BE RETAINED BY ME. 


 


(Signature Page Follows)


 


 


 






     


     


    

 





1.                 
 IN WITNESS WHEREOF, I have executed this document as of _______________, 20__.


 


	 	 
	 	 
		Employee:  	 
	 	 
		Address:	 



 


AGREED AND ACKNOWLEDGED:


 


	 	IMMUNEERING CORPORATION
	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 
	 	 
	 	Address: 	245 Main Street, Second Floor
	 	 	Cambridge, MA 02142




 






     


     


    

 





EXHIBIT A


 


CALIFORNIA LABOR CODE


 


2.                 
California Labor Code § 2870. Application of provision providing that employee shall assign or offer to assign rights
in invention to employer.


 


	(a)	Any provision in an employment agreement which provides that an employee shall assign, or offer to assign,
any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on
his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:



 


		(1)	Relate at the time of conception or reduction to practice of the invention to the employer’s business,
or actual or demonstrably anticipated research or development of the employer; or



 


		(2)	Result from any work performed by the employee for the employer.



 


	(b)	To the extent a provision in an employment agreement purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state
and is unenforceable.



 






     


     


    

 


 


 


		Confidential	



 





EXHIBIT B


 


BACKGROUND TECHNOLOGY


 


3.                 
List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.


 


[ ]


 


4.                 
List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse
side if necessary.


 


[ ]