Exhibit 10.5


 


Employment Agreement


 


This Employment Agreement (this
 “Agreement”), dated as of July 23, 2021, is made by and between Immuneering Corporation, a Delaware corporation
(together with any successor thereto, the “Company”), and Biren Amin (“Executive”)
(collectively referred to herein as the “Parties” or individually referred to as a “Party”),
and will become effective, if at all, upon the date of the Company’s initial public offering of common stock
(“IPO”) pursuant to an effective registration statement filed under the Securities Act of 1933, as amended (the
 “Effective Date”).


 


RECITALS


 


		A.	It is the desire of the Company to assure itself of the services of Executive as
of the Effective Date and thereafter by entering into this Agreement.



 


		B.	Executive and the Company mutually desire that Executive provide services to the Company
on the terms herein provided.



 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
foregoing and of the respective covenants and agreements set forth below, the Parties hereto agree as follows:


 


		1.	Employment.



 


(a)         
General. Effective on the Effective Date, the Company shall employ Executive, and Executive shall be employed by the Company,
for the period and in the positions set forth in this Section 1, and subject to the other terms and conditions herein provided;
provided, however, that this Agreement is expressly conditioned upon the IPO closing before December 31, 2021 and will be null and void
if this condition is not satisfied.


 


(b)          
At-Will Employment. The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will,
as defined under applicable law, and that Executive’s employment with the Company may be terminated by either Party at any time
for any or no reason (subject to the notice requirements of Section 3(b)). This “at-will” nature of Executive’s
employment shall remain unchanged during Executive’s tenure as an employee and may not be changed, except in an express writing
signed by Executive and a duly authorized officer of the Company. If Executive’s employment terminates for any reason, Executive
shall not be entitled to any payments, benefits or compensation other than as provided in this Agreement or otherwise agreed to in writing
by the Company or as provided by applicable law. The term of this Agreement (the “Term”) shall commence on the


Effective Date and end on the date this Agreement
is terminated under Section 3.


 


(c)           Positions
and Duties. During the Term, Executive shall serve as Chief Financial Officer of the Company, with such responsibilities, duties
and authority normally associated with such position and as may from time to time be assigned to Executive by the Chief Executive
Officer of the Company (the “CEO”). Executive shall devote substantially all of Executive’s working time
and efforts to the business and affairs of the Company (which shall include service to its affiliates, if applicable) and shall not
engage in outside business activities (including serving on outside boards or committees) without the consent of the Board of
Directors of the Company or an authorized committee thereof (in either case, the “Board”), provided that
Executive shall be permitted to (i) manage Executive’s personal, financial and legal affairs, (ii) participate in trade
associations, and (iii) serve on the board of directors of not-for-profit or tax-exempt charitable organizations, in each case,
subject to compliance with this Agreement and provided that such activities do not materially interfere with Executive’s
performance of Executive’s duties and responsibilities hereunder. Executive agrees to observe and comply with the rules and
policies of the Company as adopted by the Company from time to time, in each case, as amended from time to time, and as delivered or
made available to Executive (each, a “Policy”).


 






     


     


    

 


		2.	Compensation and Related Matters.



 


(a)         
Annual Base Salary. During the Term, Executive shall receive a base salary at a rate of $450,000 per annum, which shall
be paid in accordance with the customary payroll practices of the Company and shall be pro-rated for partial years of employment. Such
annual base salary shall be reviewed (and may be adjusted) from time to time by the Board (such annual base salary, as it may be adjusted
from time to time, the “Annual Base Salary”).


 


(b)           Annual
Cash Bonus Opportunity. During the Term, Executive will be eligible to participate in an annual incentive program established by
the Board. Executive’s annual incentive compensation under such incentive program (the “Annual Bonus”)
shall be targeted at 40% of Executive’s Annual Base Salary (such target, as may be adjusted by the Board from time to time,
the “Target Annual Bonus”). The Annual Bonus payable under the incentive program shall be based on the
achievement of performance goals to be determined by the Board and may in the Board’s discretion be calculated in a manner
intended to reflect any mid-year changes in Annual Base Salary or Target Annual Bonus. The payment of any Annual Bonus pursuant to
the incentive program shall be subject to Executive’s continued employment with the Company through the date of payment,
except as otherwise provided in Section 4(b).


 


(c)          
Benefits. During the Term, Executive shall be eligible to participate in employee benefit plans, programs and arrangements
of the Company, subject to the terms and eligibility requirements thereof and as such plans, programs and arrangements may be amended
or in effect from time to time. In no event shall Executive be eligible to participate in any severance plan or program of the Company,
except as set forth in Section 4 of this Agreement.


 


(d)         
Vacation. During the Term, Executive shall be entitled to paid personal leave in accordance with the Company’s Policies.
Any vacation shall be taken at the reasonable and mutual convenience of the Company and Executive.


 


(e)          
Business Expenses. During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses
incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement
Policy.


 


(f)           Key Person Insurance. At
any time during the Term, the Company shall have the right (but not the obligation) to insure the life of Executive for the
Company’s sole benefit. The Company shall have the right to determine the amount of insurance and the type of policy.
Executive shall reasonably cooperate with the Company in obtaining such insurance by submitting to physical examinations, by
supplying all information reasonably required by any insurance carrier, and by executing all necessary documents reasonably required
by any insurance carrier, provided that any information provided to an insurance company or broker shall not be provided to the
Company without the prior written authorization of Executive. Executive shall incur no financial obligation by executing any
required document, and shall have no interest in any such policy.


 



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3.       Termination.


 


Executive’s employment hereunder and the Term may
be terminated by the Company or Executive, as applicable, without any breach of this Agreement under the following circumstances and
the Term will end on the Date of Termination:


 


		(a)	Circumstances.



 


		(i)	Death. Executive’s employment hereunder shall terminate upon Executive’s death.






 


		(ii)	Disability. If Executive has incurred a Disability, as defined below, the Company may terminate Executive’s
employment.



 


(iii)         
Termination for Cause. The Company may terminate Executive’s employment for Cause, as defined below.


 


(iv)         
Termination without Cause. The Company may terminate Executive’s employment without Cause.


 


(v)          Resignation
from the Company with Good Reason. Executive may resign Executive’s employment with the Company with Good Reason, as
defined below.


 


(vi)         Resignation
from the Company without Good Reason. Executive may resign Executive’s employment with the Company for any reason other
than Good Reason or for no reason.


 


(b)          
Notice of Termination. Any termination of Executive’s employment by the Company or by Executive under this Section 3
(other than termination pursuant to Section 3(a)(i)) shall be communicated by a written notice to the other Party hereto (i) indicating
the specific termination provision in this Agreement relied upon, (ii) setting forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive’s employment under the provision so indicated, if applicable, and (iii)
specifying a Date of Termination which, if submitted by Executive, shall be at least thirty (30) days following the date of such notice
(a “Notice of Termination”); provided, however, that in the event that Executive delivers a Notice of Termination
to the Company, the Company may, in its sole discretion, change the Date of Termination to any date that occurs following the date of
the Company’s receipt of such Notice of Termination and is prior to the date specified in such Notice of Termination, but the termination
will still be considered a resignation by Executive. A Notice of Termination submitted by the Company may provide for a Date of Termination
on the date Executive receives the Notice of Termination, or any date thereafter elected by the Company. The failure by either Party to
set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Cause or Good Reason shall not waive
any right of the Party hereunder or preclude the Party from asserting such fact or circumstance in enforcing the Party’s rights
hereunder.


 


(c)           Company
Obligations upon Termination. Upon termination of Executive’s employment pursuant to any of the circumstances listed in
this Section 3, Executive (or Executive’s estate) shall be entitled to receive the sum of: (i) the portion of
Executive’s Annual Base Salary earned through the Date of Termination, but not yet paid to Executive; (ii) any expense
reimbursements owed to Executive pursuant to Section 2(e); and (iii) any amount accrued and arising from Executive’s
participation in, or benefits accrued under any employee benefit plans, programs or arrangements, which amounts shall be payable in
accordance with the terms and conditions of such employee benefit plans, programs or arrangements (collectively, the
 “Company Arrangements”). Except as otherwise expressly required by law (e.g., COBRA) or as specifically
provided herein, all of Executive’s rights to salary, severance, benefits, bonuses and other compensatory amounts hereunder
(if any) shall cease upon the termination of Executive’s employment hereunder.


 



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		(d)	Deemed Resignation. Upon termination of Executive’s employment for any reason, Executive shall be deemed to have resigned
from all offices and directorships, if any, then held with the Company or any of its subsidiaries.



 


		4.	Severance Payments.



 


(a)           Termination
for Cause, or Termination Upon Death, Disability or Resignation from the Company Without Good Reason. If Executive’s
employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section
3(a)(ii), pursuant to Section 3(a)(iii) for Cause, or pursuant to Section 3(a)(vi) for Executive’s
resignation from the Company without Good Reason, then Executive shall not be entitled to any severance payments or benefits, except
as provided in Section 3(c).


 


(b)           Termination
without Cause, or Resignation from the Company with Good Reason. If Executive’s employment terminates without Cause
pursuant to Section 3(a)(iv), or pursuant to Section 3(a)(v) due to Executive’s resignation with Good Reason,
then except as otherwise provided under Section 4(c) and subject to Executive signing on or before the 21st day following
Executive’s Separation from Service (as defined below), and not revoking, a release of claims substantially in the form
attached as Exhibit A to this Agreement (the “Release”) and Executive’s continued compliance with Section
5, Executive shall receive, in addition to payments and benefits set forth in Section 3(c), the following:


 


		(i)	an amount in cash equal to 1.0 times the Annual Base Salary,
payable in the form of salary continuation in regular installments over the 12 month period following the date of Executive’s Separation from Service
(the “Severance Period”) in accordance with the Company’s normal payroll practices;



 


		(ii)	to the extent unpaid as of the Date of Termination, an amount of cash equal to any Annual Bonus earned by Executive for the Company’s
fiscal year prior to the fiscal year in which the Date of Termination occurs, as determined by the Board in its discretion based upon
actual performance achieved, which Annual Bonus, if any, shall be paid to Executive in the fiscal year in which the Date of Termination
occurs when bonuses for such prior fiscal year are paid in the ordinary course to actively employed senior executives of the Company;
and



 


		(iii)	if Executive timely elects to receive continued medical, dental or vision coverage under one or more
                                                                                 of the Company’s group medical, dental or vision plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985,
                                                                                 as amended (“COBRA”), then the Company shall directly pay, or reimburse Executive for, the COBRA premiums for
                                                                                 Executive and Executive’s covered dependents under such plans, less the amount Executive would have had to pay to receive such
                                                                                 coverage as an active employee based on the cost sharing levels in effect on the Date of Termination, during the period commencing
                                                                                 on Executive’s Separation from Service and ending upon the earliest of (A) the last day of the Severance Period, (B) the date
                                                                                 that Executive and/or Executive’s covered dependents become no longer eligible for COBRA and (C) the date Executive becomes
                                                                                 eligible to receive medical, dental or vision coverage, as applicable, from a subsequent employer (and Executive agrees to promptly
notify the Company of such eligibility) (the “COBRA Continuation Period”). Notwithstanding the foregoing, if the Company
determines it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section
2716 of the Public Health Service Act) or incurring an excise tax, the Company shall in lieu thereof provide to Executive a taxable monthly
payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s and Executive’s
covered dependents’ group health coverage in effect on the Date of Termination (which amount shall be based on the premium
for the first month of COBRA coverage), less the amount Executive would have had to pay to receive such group health coverage as an active
employee for Executive and his or her covered dependents based on the cost sharing levels in effect on the Date of Termination, which
payments shall be made for the remainder of the COBRA Continuation Period.



 






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(c)          
Change in Control. In lieu of the payments and benefits set forth in Section 4(b), in the event Executive’s
employment terminates without Cause pursuant to Section 3(a)(iv), or pursuant to Section 3(a)(v) due to Executive’s
resignation with Good Reason, in either case, on or within twelve (12) months following the date of a Change in Control, subject to Executive
signing on or before the 21st day following Executive’s Separation from Service, and not revoking, the Release and Executive’s
continued compliance with Section 5, Executive shall receive, in addition to the payments and benefits set forth in Section
3(c), the following:


 


(i)           
an amount in cash equal to 1.0 times the Annual Base Salary, payable in equal installments over the 12 month period following the date
of Executive’s Separation from Service (the “CIC Severance Period”) in accordance with the Company’s normal
payroll practices;


 


		(ii)	the payment set forth in Section 4(b)(ii);



 


		(iii)	the benefits set forth in Section 4(b)(iii), provided that for this purpose, the



 


“Severance Period” will
mean the CIC Severance Period;


 


(iv)         
an amount in cash equal to 1.0 times the Target Annual Bonus, payable in a lump sum on the Company’s first ordinary payroll date
that occurs after the Date of Termination; and


 


(v)          
all unvested equity or equity-based awards held by Executive under any Company equity compensation plans that vest solely based
on continued employment or service shall immediately become 100% vested, with any other equity or equity-based awards being governed by
the terms of the applicable award agreement.


 


(d)          
Survival. Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5 through 9 will
survive the termination of Executive’s employment and the termination of the Term.


 


5.           
Restrictive Covenants. As a condition to the effectiveness of this Agreement, Executive will have executed and
delivered to the Company no later than contemporaneously herewith the Employee Proprietary Information and Inventions Assignment Agreement
attached as Exhibit B (the “Restrictive Covenant Agreement”). Executive agrees to abide by the terms of the
Restrictive Covenant Agreement, which are hereby incorporated by reference into this Agreement. Executive acknowledges that the provisions
of the Restrictive Covenant Agreement will survive the termination of Executive’s employment and the termination of the Term for
the periods set forth in the Restrictive Covenant Agreement.


 



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6.       Assignment
and Successors.


 


The Company may assign its rights and obligations
under this Agreement to any of its affiliates or to any successor to all or substantially all of the business or the assets of the Company
(by merger or otherwise), and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Company
and its affiliates. This Agreement shall be binding upon and inure to the benefit of the Company, Executive and their respective successors,
assigns, personal and legal representatives, executors, administrators, heirs, distributees, devisees, and legatees, as applicable. None
of Executive’s rights or obligations may be assigned or transferred by Executive, other than Executive’s rights to payments
hereunder, which may be transferred only by will or operation of law. Notwithstanding the foregoing, Executive shall be entitled, to the
extent permitted under applicable law and applicable Company Arrangements, to select and change a beneficiary or beneficiaries to receive
compensation hereunder following Executive’s death by giving written notice thereof to the Company.


 


		7.	Certain Definitions.



 


		(a)	Cause. The Company shall have “Cause” to terminate Executive’s employment hereunder upon:






 


 (i)             The Board’s
reasonable, good faith determination that Executive has refused to (A) substantially perform the duties
associated with Executive’s position with the Company or (B) carry out the reasonable and lawful instructions of
the Board concerning duties or actions consistent with the Executive’s position with the Company, in each case, that, to the extent
capable of cure, has remained uncured for a period of thirty (30) days following written notice from the Company;




 


(ii)          
Executive’s breach of a material provision of this Agreement that, to the extent capable of cure, has remained uncured for
a period of thirty (30) days following written notice from the Company;


 


(iii)         
Executive’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for
any felony or crime involving moral turpitude;


 


(iv)         
Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or
any of its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or


 


(v)          
Executive’s commission of any act of fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty against
the Company or any of its affiliates.


 


 (b)         
 Change in Control. “Change in Control” shall have the meaning set forth in the Immuneering Corporation 2021 Incentive Award Plan, as in effect on the Effective Date.







 


(c)          
Code. “Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated
thereunder.


 


(d)          
Date of Termination. “Date of Termination” shall mean (i) if Executive’s employment is terminated by Executive’s
death, the date of Executive’s death; or (ii) if Executive’s employment is terminated pursuant to Section 3(a)(ii)
 – (vi) either the date indicated in the Notice of Termination or the date specified by the Company pursuant to Section 3(b),
whichever is earlier.


 



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(e)          
Disability. “Disability” shall mean, at any time the Company or any of its affiliates sponsors a long-term disability
plan for the Company’s employees, “disability” as defined in such long-term disability plan for the purpose of determining
a participant’s eligibility for benefits, provided, however, if the long-term disability plan contains multiple definitions
of disability, “Disability” shall refer to that definition of disability which, if Executive qualified for such disability
benefits, would provide coverage for the longest period of time. The determination of whether Executive has a Disability shall be made
by the person or persons required to make disability determinations under the long-term disability plan. At any time the Company does
not sponsor a long-term disability plan for its employees, “Disability” shall mean Executive’s inability
to perform, with or without reasonable accommodation, the essential functions of Executive’s positions hereunder for a total of
three months during any six-month period as a result of incapacity due to mental or physical illness as determined by a physician selected
by the Company or its insurers and acceptable to Executive or Executive’s legal representative, with such agreement as to acceptability
not to be unreasonably withheld or delayed. Any refusal by Executive to submit to a medical examination for the purpose of determining
Disability shall be deemed to constitute conclusive evidence of Executive’s Disability.


 


(f)            Good
Reason. For the sole purpose of determining Executive’s right to severance payments and benefits as described above,
Executive’s resignation will be with “Good Reason” if Executive resigns within ninety (90) days after any of the
following events, unless Executive consents in writing to the applicable event: (i) a reduction in Executive’s Annual Base
Salary or Target Annual Bonus, (ii) a material decrease in Executive’s authority or areas of responsibility as are
commensurate with Executive’s title or position with the Company, (iii) the relocation of Executive’s primary office to
a location more than twenty-five (25) miles from the Executive’s primary office as of the date of this Agreement or (iv) the
Company’s breach of a material provision of this Agreement. Notwithstanding the foregoing, no Good Reason will have occurred
unless and until: (a) Executive has provided the Company, within sixty (60) days of Executive’s knowledge of the occurrence of
the facts and circumstances underlying the Good Reason event, written notice stating with reasonable specificity the applicable
facts and circumstances underlying such finding of Good Reason; (b) the Company has had an opportunity to cure the same within
thirty (30) days after the receipt of such notice; and (c) the Company shall have failed to so cure within such period.


 


		8.	Parachute Payments.



 


(a)          
Notwithstanding any other provisions of this Agreement or any Company equity plan or agreement, in the event that any payment or
benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable
pursuant to the terms of this Agreement or otherwise (all such payments and benefits, including the payments and benefits under Section
4 hereof, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) to
the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Total Payments shall be reduced
(in the order provided in Section 8(b)) to the minimum extent necessary to avoid the imposition of the Excise Tax on the
Total Payments, but only if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of
federal, state and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of
itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net
amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income and
employment taxes on such Total Payments and the amount of the Excise Tax to which Executive would be subject in respect of such
unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to
such unreduced Total Payments).


 



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(b)          
The Total Payments shall be reduced in the following order: (i) reduction on a pro rata basis of any cash severance payments that
are exempt from Section 409A of the Code (“Section 409A”), (ii)   reduction on a pro rata basis of any
non-cash severance payments or benefits that are exempt from Section 409A, (iii) reduction on a pro rata basis of any other payments
or benefits that are exempt from Section 409A, and (iv) reduction of any payments or benefits otherwise payable to Executive on a
pro rata basis or such other manner that complies with Section 409A; provided, in case of clauses (ii), (iii) and (iv), that
reduction of any payments attributable to the acceleration of vesting of Company equity awards shall be first applied to Company
equity awards that would otherwise vest last in time.


 


(c)          
All determinations regarding the application of this Section 8 shall be made by an accounting firm or consulting group with experience
in performing calculations regarding the applicability of Section 280G of the Code and the Excise Tax selected by the Company (the “Independent
Advisors”). For purposes of determinations, no portion of the Total Payments shall be taken into account which, in the opinion
of the Independent Advisors, (i) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the
Code (including by reason of Section 280G(b)(4)(A) of the Code) or (ii) constitutes reasonable compensation for services actually rendered,
within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3)
of the Code) allocable to such reasonable compensation. The costs of obtaining such determination and all related fees and expenses (including
related fees and expenses incurred in any later audit) shall be borne by the Company.


 


(d)         
In the event it is later determined that a greater reduction in the Total Payments should have been made to implement the objective
and intent of this Section 8, the excess amount shall be returned promptly by Executive to the Company.


 


		9.	Miscellaneous Provisions.



 


(a)          
Governing Law. This Agreement shall be governed, construed, interpreted and enforced in accordance with its express terms, and
otherwise in accordance with the substantive laws of the State of New York without reference to the principles of conflicts of law of
the State of New York or any other jurisdiction that would result in the application of the laws of a jurisdiction other than the State
of New York, and where applicable, the laws of the United States.


 


(b)         
Validity. The invalidity or unenforceability of any provision or provisions of this Agreement shall not affect the validity
or enforceability of any other provision of this Agreement, which shall remain in full force and effect.


 


(c)          
Notices. Any notice, request, claim, demand, document and other communication hereunder to any Party shall be effective upon receipt
(or refusal of receipt) and shall be in writing and delivered personally or sent by facsimile or certified or registered mail, postage
prepaid, as follows:


 


		(i)	If to the Company, to the General Counsel of the Company at the Company’s headquarters,






 


(ii)          
If to Executive, to the last address that the Company has in its personnel records for Executive, or


 


		(iii)	At any other address as any Party shall have specified by notice in writing to the other Party.



 






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(d)          
Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all
of which together will constitute one and the same Agreement. Signatures delivered by facsimile or PDF shall be deemed effective for all
purposes.


 


(e)         
Entire Agreement. The terms of this Agreement, and the Restrictive Covenant Agreement incorporated herein by reference as
set forth in Section 5, are intended by the Parties to be the final expression of their agreement with respect to the subject matter
hereof and supersede all prior understandings and agreements, whether written or oral, including any prior employment offer letter or
employment agreement between Executive and the Company. The Parties further intend that this Agreement shall constitute the complete and
exclusive statement of their terms and that no extrinsic evidence whatsoever may be introduced in any judicial, administrative, or other
legal proceeding to vary the terms of this Agreement.


 


(f)           
Amendments; Waivers. This Agreement may not be modified, amended, or terminated except by an instrument in writing, signed by Executive
and a duly authorized officer of Company. By an instrument in writing similarly executed, Executive or a duly authorized officer of the
Company may waive compliance by the other Party with any specifically identified provision of this Agreement that such other Party was
or is obligated to comply with or perform; provided, however, that such waiver shall not operate as a waiver of, or estoppel
with respect to, any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy, or power hereunder
will preclude any other or further exercise of any other right, remedy, or power provided herein or by law or in equity.


 


(g)          
Construction. This Agreement shall be deemed drafted equally by both the Parties. Its language shall be construed as a whole and
according to its fair meaning. Any presumption or principle that the language is to be construed against any Party shall not apply. The
headings in this Agreement are only for convenience and are not intended to affect construction or interpretation. Any references to paragraphs,
subparagraphs, sections or subsections are to those parts of this Agreement, unless the context clearly indicates to the contrary. Also,
unless the context clearly indicates to the contrary, (i) the plural includes the singular and the singular includes the plural; (ii)
 “and” and “or” are each used both conjunctively and disjunctively; (iii) “any,” “all,”
 “each,” or “every” means “any and all,” and “each and every”; (iv) “includes”
and “including” are each “without limitation”; (v) “herein,” “hereof,” “hereunder”
and other similar compounds of the word “here” refer to the entire Agreement and not to any particular paragraph, subparagraph,
section or subsection; and (vi) all pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular
or plural as the identity of the entities or persons referred to may require.


 


(h)           Arbitration.
Any controversy, claim or dispute arising out of or relating to this Agreement, shall be settled solely and exclusively by a binding
arbitration process administered by JAMS/Endispute in New York, New York. Such arbitration shall be conducted in accordance with the
then-existing JAMS/Endispute Rules of Practice and Procedure, with the following exceptions if in conflict: (i) one arbitrator who
is a retired judge shall be chosen by JAMS/Endispute; (ii) each Party to the arbitration will pay one-half of the expenses and fees
of the arbitrator, together with other expenses of the arbitration incurred or approved by the arbitrator; and (iii) arbitration may
proceed in the absence of any Party if written notice (pursuant to the JAMS/Endispute rules and regulations) of the proceedings has
been given to such Party. Each Party shall bear its own attorney’s fees and expenses; provided that the arbitrator may assess
the prevailing Party’s fees and costs against the non-prevailing Party as part of the arbitrator’s award. The Parties
agree to abide by all decisions and awards rendered in such proceedings. Such decisions and awards rendered by the arbitrator shall
be final and conclusive. All such controversies, claims or disputes shall be settled in this manner in lieu of any action at law or
equity; provided, however, that nothing in this subsection shall be construed as precluding the bringing of an action for injunctive
relief or specific performance as provided in this Agreement or the Restrictive Covenant Agreement. This dispute resolution process
and any arbitration hereunder shall be confidential and neither any Party nor the neutral arbitrator shall disclose the existence,
contents or results of such process without the prior written consent of all Parties, except where necessary or compelled in a court
to enforce this arbitration provision or an award from such arbitration or otherwise in a legal proceeding. If JAMS/Endispute no
longer exists or is otherwise unavailable, the Parties agree that the American Arbitration Association (“AAA”)
shall administer the arbitration in accordance with its then-existing rules as modified by this subsection. In such event, all
references herein to JAMS/Endispute shall mean AAA. Notwithstanding the foregoing, Executive and the Company each have the right to
resolve any issue or dispute over intellectual property rights by court action instead of arbitration.


 






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(i)           
Enforcement. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future
laws effective during the Term, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal,
invalid or unenforceable provision had never comprised a portion of this Agreement; and the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from
this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision there shall be added automatically as part of
this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid
and enforceable.


 


(j)           
Withholding. The Company shall be entitled to withhold from any amounts payable under this Agreement any federal, state, local
or foreign withholding or other taxes or charges which the Company is required to withhold. The Company shall be entitled to rely on the
advice of counsel if any questions as to the amount or requirement of withholding shall arise.


 


		(k)	Section 409A.



 


(i)           
General. The intent of the Parties is that the payments and benefits under this Agreement comply with or be exempt from Section
409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith.


 


(ii)            Separation
from Service. Notwithstanding anything in this Agreement to the contrary, any compensation or benefits payable under this
Agreement that is designated under this Agreement as payable upon Executive’s termination of employment shall be payable only
upon Executive’s “separation from service” with the Company within the meaning of Section 409A (a
 “Separation from Service”) and, except as provided below, any such compensation or benefits described in Section
4 shall not be paid, or, in the case of installments, shall not commence payment, until the thirtieth (30th) day following
Executive’s Separation from Service (the “First Payment Date”). Any installment payments that would have
been made to Executive during the thirty (30) day period immediately following Executive’s Separation from Service but for the
preceding sentence shall be paid to Executive on the First Payment Date and the remaining payments shall be made as provided in this
Agreement.


 


(iii)          Specified
Employee. Notwithstanding anything in this Agreement to the contrary, if Executive is deemed by the Company at the time of
Executive’s Separation from Service to be a “specified employee” for purposes of Section 409A, to the extent
delayed commencement of any portion of the benefits to which Executive is entitled under this Agreement is required in order to
avoid a prohibited distribution under Section 409A, such portion of Executive’s benefits shall not be provided to Executive
prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from
Service with the Company or (ii) the date of Executive’s death. Upon the first business day following the expiration of the
applicable Section 409A period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to Executive
(or Executive’s estate or beneficiaries), and any remaining payments due to Executive under this Agreement shall be paid as
otherwise provided herein.


 



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(iv)         
Expense Reimbursements. To the extent that any reimbursements under this Agreement are subject to Section 409A, (A) any such reimbursements
payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the expense was incurred,
(B) Executive shall submit Executive’s reimbursement request promptly following the date the expense is incurred, (C) the amount
of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, other than medical expenses
referred to in Section 105(b) of the Code, and (D) Executive’s right to reimbursement under this Agreement will not be subject to
liquidation or exchange for another benefit.


 


(v)            Installments. Executive’s
right to receive any installment payments under this Agreement, including without limitation any continuation salary payments that
are payable on Company payroll dates, shall be treated as a right to receive a series of separate payments and, accordingly, each
such installment payment shall at all times be considered a separate and distinct payment as permitted under Section 409A. Except as
otherwise permitted under Section 409A, no payment hereunder shall be accelerated or deferred unless such acceleration or deferral
would not result in additional tax or interest pursuant to Section 409A.


 


		10.	Executive Acknowledgement.



 


Executive acknowledges that Executive has
read and understands this Agreement, is fully aware of its legal effect, has not acted in reliance upon any representations or promises
made by the Company other than those contained in writing herein, and has entered into this Agreement freely based on


Executive’s own judgment.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the Parties have executed this
Agreement on the date and year first above written.


 


	 	IMMUNEERING CORPORATION
	 	 
	 	By:	 /s/ Benjamin Zeskind
	 	 	Name: Benjamin Zeskind
	 	 	Title: President
	 	 
	 	EXECUTIVE
	 	 
	 	/s/ Biren Amin
	 	      Biren Amin



 


[Signature Page to Employment Agreement]


 



     


     


    




 


EXHIBIT A


 


Separation Agreement and Release


 


This Separation Agreement and Release (“Agreement”)
is made by and between Biren Amin (“Executive”) and Immuneering Corporation (the “Company”) (collectively
referred to as the “Parties” or individually referred to as a “Party”). Capitalized terms used but not defined
in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).


 


WHEREAS, the Parties have previously entered into
that certain Employment Agreement, dated as of _____, 2021 (the “Employment Agreement”) and that certain Employee Proprietary
Information and Inventions Assignment Agreement, dated as of ________, 2021 (the “Restrictive Covenant Agreement”);
and


 


WHEREAS, in connection with Executive’s
termination of employment with the Company or a subsidiary or affiliate of the Company effective ________, 20__, the Parties wish to resolve
any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that Executive may have against the Company
and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Executive’s
employment with or separation from the Company or its subsidiaries or affiliates but, for the avoidance of doubt, nothing herein will
be deemed to release any rights or remedies in connection with Executive’s ownership of vested equity securities of the Company,
vested benefits or Executive’s right to indemnification by the Company or any of its affiliates (collectively, the “Retained
Claims”).


 


NOW, THEREFORE, in consideration of the
severance payments and benefits described in Section 4 of the Employment Agreement, which, pursuant to the Employment Agreement, are conditioned
on Executive’s execution and non-revocation of this Agreement, and in consideration of the mutual promises made herein, the Company
and Executive hereby agree as follows:


 


1.           
Severance Payments and Benefits; Salary and Benefits. The Company agrees to provide Executive with the severance payments
and benefits described in Section [4(b)/4(c)] of the Employment Agreement, payable at the times set forth in, and subject to the terms
and conditions of, the Employment Agreement. In addition, to the extent not already paid, and subject to the terms and conditions of the
Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section 3(c) of the Employment
Agreement, subject to and in accordance with the terms thereof.


 


2.            
Release of Claims. Executive agrees that, other than with respect to the Retained Claims, the foregoing consideration represents
settlement in full of all outstanding obligations owed to Executive by the Company, any of its direct or indirect subsidiaries and affiliates,
and any of its or their respective current and former officers, directors, equityholders, managers, employees, agents, investors, attorneys,
shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries and predecessor
and successor corporations and assigns (collectively, the “Releasees”). Executive, on Executive’s own behalf
and on behalf of any of Executive’s heirs, family members, executors, agents, and assigns, other than with respect to the Retained
Claims, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or
pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known
or unknown, suspected or unsuspected, that Executive may possess against any of the Releasees arising from any omissions, acts, facts,
or damages that have occurred up until and including the date Executive signs this Agreement, including, without limitation:


 



     


     


    

 


(a)            any and all claims
relating to or arising from Executive’s employment or service relationship with the Company or any of its direct or indirect subsidiaries
or affiliates and the termination of that relationship;


 


(b)            any and all claims relating to, or arising
from, Executive’s right to purchase, or actual purchase of any shares of stock or other equity interests of the Company or any of
its affiliates, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under
applicable state law, and securities fraud under any state or federal law;


 


(c)            any and all claims for wrongful discharge of
employment; termination in violation of public policy; discrimination; harassment; retaliation; breach of contract, both express and implied;
breach of covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction
of emotional distress; fraud; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective
economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of
privacy; false imprisonment; conversion; and disability benefits;


 


(d)            any and all claims for violation of any
federal, state, or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of
1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the
Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement
Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; and the Sarbanes-Oxley
Act of 2002;


 


		(e)	any and all claims for violation of the federal or any state constitution;



 


(f)             any and all claims arising out of any other
laws and regulations relating to employment or employment discrimination;


 


(g)            any claim for any loss, cost, damage,
or expense arising out of any dispute over the non-withholding or other tax treatment of any of the proceeds received by Executive as
a result of this Agreement;


 


(h)            any and all claims arising out of the
wage and hour and wage payments laws and regulations of the state or states in which Executive has provided service to the Company or
any of its affiliates; and


 


(i)             any
and all claims for attorneys’ fees and costs.


 


Executive agrees that the release set forth in this section shall be and remain
in effect in all respects as a complete general release as to the matters released. This release does not release claims that cannot
be released as a matter of law, including, but not limited to, Executive’s right to report possible violations of federal law
or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of
the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection
provisions of state or federal law or regulation and any right to receive an award for information provided thereunder,
Executive’s right to file a charge with or participate in a charge by the Equal Employment Opportunity Commission, or any
other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to
employment, against the Company for discrimination (with the understanding that Executive’s release of claims herein bars
Executive from recovering such monetary relief from the Company or any Releasee for any alleged discriminatory treatment), claims
for unemployment compensation or any state disability insurance benefits pursuant to the terms of applicable state law, claims to
continued participation in certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims
to any benefit entitlements vested as the date of separation of Executive’s employment pursuant to written terms of any
employee benefit plan of the Company or its affiliates and Executive’s right under applicable law, any Retained Claims and any
claims under this Agreement.


 



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3.             Acknowledgment
of Waiver of Claims under ADEA. Executive understands and acknowledges that Executive is waiving and releasing any rights
Executive may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and
release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or
claims that may arise under the ADEA after the date Executive signs this Agreement. Executive understands and acknowledges that the
consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled.
Executive further understands and acknowledges that Executive has been advised by this writing that: (a) Executive should consult
with an attorney prior to executing this Agreement; (b) Executive has 21 days within which to consider this Agreement, and the
Parties agree that such time period to review this Agreement shall not be extended upon any material or immaterial changes to this
Agreement; (c) Executive has seven days following Executive’s execution of this Agreement to revoke this Agreement pursuant to
written notice to the General Counsel of the Company; (d) this Agreement shall not be effective until after the revocation period
has expired; and (e) nothing in this Agreement prevents or precludes Executive from challenging or seeking a determination in good
faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so,
unless specifically authorized by federal law. In the event Executive signs this Agreement and returns it to the Company in less
than the 21 day period identified above, Executive hereby acknowledges that Executive has freely and voluntarily chosen to waive the
time period allotted for considering this Agreement.


 


		4.	Restrictive Covenants.



 


(a)            Executive’s covenants under the
Restrictive Covenant Agreement are hereby incorporated by reference into this Agreement. Executive acknowledges and agrees that Executive’s
obligations under the Restrictive Covenant Agreement shall remain in full force and effect following the Separation Date in accordance
with the terms thereof.


 


(b)            Executive agrees that Executive shall
not publicly disparage, criticize or defame the Company or its directors, officers, products, services, technology or business. Nothing
in this Section 5(b) will prohibit disclosure of information that is required to be disclosed to enforce the terms of this Agreement or
to comply with applicable law or order of a court or other regulatory body of competent jurisdiction.


 


(c)            Executive represents and warrants that
Executive has returned to the Company all files, memoranda, records and other documents, and any other physical or personal property which
are the property of the Company and which Executive had in Executive’s possession, custody or control.


 


		6.	No Oral Modification. This Agreement may only be amended
in a writing signed by Executive and a duly authorized officer of the Company.



 



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7.           
Governing Law; Dispute Resolution. This Agreement shall be subject to the provisions of Sections 9(a), 9(c), and 9(h) of
the Employment Agreement.


 


8.           
Effective Date. Executive has seven days after Executive signs this Agreement to revoke it and this Agreement will become
effective on the day immediately following the seventh day after Executive signed this Agreement (the “Effective Date”).


 


9.             Voluntary
Execution of Agreement. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress
or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of
Executive’s claims against the Company and any of the other Releasees. Executive acknowledges that: (a) Executive has read
this Agreement; (b) Executive has not relied upon any representations or statements made by the Company that are not specifically
set forth in this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement by
legal counsel of Executive’s own choice or has elected not to retain legal counsel; (d) Executive understands the terms and
consequences of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of
this Agreement.


 


[Signature Page Follows]


 



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IN WITNESS WHEREOF, the Parties have executed
this Agreement on the respective dates set forth below.


 


	 	 	EXECUTIVE
	Dated:	 	 	
	 	 	Biren Amin
	 	 	 
	 	 	IMMUNEERING CORPORATION
	 	 	 
	Dated:	 	 	By:	 
	 	 	 	Name:
	 	 	 	Title:



 



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EXHIBIT B


 


Restrictive Covenant Agreement


 


[attached]