Exhibit
10.1


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(the “Agreement”) is made and entered into effective as of ___, 2021 between Cognition Therapeutics, Inc., a Delaware
corporation (the “Company”), and ____ (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, highly competent
persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection
through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of the corporation;


 


WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals
to serve on the Board, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and
widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may not be available to it on terms that the Company considers to be commercially reasonable or,
if available to it on commercially reasonable terms during some period of time, may be available to it in the future only at higher premiums
and with more exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The Amended and Restated Bylaws (as the same may be amended
and/or restated from time to time, the “Bylaws”) and Third Amended and Restated Certificate of Incorporation (as the
same may be amended and/or restated from time to time, the “Certificate of Incorporation”) of the Company require indemnification
of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law
of the State of Delaware (“DGCL”). The Bylaws, the Certificate of Incorporation and the DGCL expressly provide that
the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between
the Company and members of the Board, officers and other persons with respect to indemnification;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons to serve on the
Board;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


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


 









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


 


WHEREAS, Indemnitee
does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in
the present circumstances, and may not be willing to serve as a director without adequate protection, and the Company desires Indemnitee
to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the
Company on the condition that Indemnitee be so indemnified;


 


WHEREAS, Indemnitee
may have certain rights to indemnification and/or insurance provided by Indemnitee’s employer or other third parties and certain
of their affiliates which is intended to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein,
with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to
serve on the Board; and


 


WHEREAS, certain capitalized
terms used herein are defined in Section 13 hereof.


 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve or continue to serve, as applicable, as a director of the Company from and after
the date hereof, the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.                 
Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted
by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)              
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section 1(a) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made,
a party to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a),
Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company,
and with respect to any criminal Proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 


(b)               Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of Indemnitee’s Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such
Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best
interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses
shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be
liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware (or such other court in which the
Proceeding is properly brought) shall determine that Indemnitee is fairly and reasonably entitled to indemnification.


 






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(c)              
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and is successful, on the merits
or otherwise, in any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time
to time, against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. For purposes
of this Section 1 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with
or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


(d)              
Indemnification of Appointing Stockholder. Without diminishing or impairing the obligations of the Company set forth in
the Bylaws and the Certificate of Incorporation, if (i) Indemnitee is or was affiliated with one (1) or more venture capital funds or
other investment entities that has invested in the Company (an “Appointing Stockholder”) and (ii) the Appointing Stockholder
is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Stockholder’s
appointment of or affiliation with Indemnitee or any other director, including, without limitation, any alleged misappropriation of a
Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to the Company,
any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents, or any allegation
of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt holders, then the Appointing
Stockholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee, and the terms of this Agreement
as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall apply to any such indemnification of
Appointing Stockholder. The rights provided to the Appointing Stockholder under this Section 1(d) shall (i) be suspended during
any period during which the Appointing Stockholder does not have a representative on the Company’s Board, and (ii) terminate on
an initial public offering of the Company’s Common Stock; provided, however, that in the event of any such suspension
or termination, the Appointing Stockholder’s rights to indemnification will not be suspended or terminated with respect to any Proceeding
based in whole or in part on facts and circumstances occurring at any time prior to such suspension or termination regardless of whether
the Proceeding arises before or after such suspension or termination. The Company and Indemnitee agree that the Appointing Stockholder
is an express third party beneficiary of the terms of this Section 1(d).


 


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


 






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2.                 
Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section
1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason of Indemnitee’s
Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or
in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing
of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the
Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the
presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


 


3.                 
Contribution.


 


(a)              
Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened,
pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), to the fullest extent permitted under applicable law, the Company shall pay, in the first instance, the entire
amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment and
the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into
any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b)               Without
diminishing or impairing the obligations of the Company set forth in Section 3(a) above, if, for any reason, Indemnitee shall
elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or
proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), to the
fullest extent permitted under applicable law, the Company shall contribute to the amount of Expenses, judgments, fines and amounts
paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits
received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the
transaction or events from which such action, suit or proceeding arose; provided, however, that the proportion
determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the
relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are jointly liable
with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in
connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any
other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all
officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if
joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to,
among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to
which their liability is primary or secondary and the degree to which their conduct is active or passive.


 






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(c)              
To the fullest extent permitted under applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless
from any claims of contribution which may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may
be jointly liable with Indemnitee.


 


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


 


4.                 
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of Indemnitee’s Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee,
or on Indemnitee’s behalf in connection therewith.


 


5.                 
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses actually
and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status
within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses actually and reasonably incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by
or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified
against such Expenses. Advances shall be made without regard to Indemnitee’s ability to repay Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this Agreement. Any advances and undertakings to repay pursuant
to this Section 5 shall be unsecured and interest free. This Section 5 shall not apply to any claim made by Indemnitee for
which indemnity is excluded pursuant to Section 9.


 


6.                  Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for
Indemnitee rights of indemnity that are as favorable as may be permitted under applicable law, including, without limitation, the
DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall
apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:


 






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(a)              
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether
and to what extent Indemnitee is entitled to indemnification. The Chief Executive Officer, President, Secretary or other appropriate officer
of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested
indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company, or to provide such
a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent
that, such failure actually and materially prejudices the interests of the Company, its affiliates and subsidiaries. The Company will
be entitled to participate in the Proceeding at its own Expense.


 


(b)              
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which
shall be at the election of the Board: (i) by a majority vote of the Disinterested Directors, even though less than a quorum, (ii) by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum, (iii)
if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the
Board, a copy of which shall be delivered to Indemnitee, or (iv) if so directed by the Board, by the stockholders of the Company.


 


(c)               If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the
Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the
Board and written notice of such selection shall be given to Indemnitee. Indemnitee may, within ten (10) days after such written
notice of selection of Independent Counsel shall have been given, deliver to the Company a written objection to such selection; provided, however,
that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of
 “Independent Counsel” as defined in Section 13 of this Agreement, and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as
Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not serve as Independent
Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is
without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section
6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition
the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall
have been made by Indemnitee to the Board’s selection of Independent Counsel and/or for the appointment as Independent Counsel
of a person selected by the court or by such other person as the court shall designate, and the person with respect to whom all
objections are so resolved or the person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company
shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with
acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses incurred by the Company
and the Indemnitee incident to the procedures of this Section 6(c), regardless of the manner in which such Independent
Counsel was selected or appointed.


 






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(d)              
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including
by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(e)              
To the fullest extent permitted by applicable law, including the Bylaws and Certificate of Incorporation, Indemnitee shall be deemed
to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial
statements, or on information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice
of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by the Enterprise. The provisions of this Section 6(e) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, officer,
agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under
this Agreement. Whether or not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that
Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


(f)                If
the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to
indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the
requisite determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law, including the
Bylaws and Certificate of Incorporation, be deemed to have been made and Indemnitee shall be entitled to such indemnification absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law; provided, however, that such sixty (60) day period may be extended for a
reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with
respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or
information relating thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall
not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b)
of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board
or the Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration
thereof at the next annual meeting of the stockholders to be held within seventy five (75) days after such receipt and such
determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for
the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called
and at which such determination is made.


 






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(g)              
Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in
good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses
(including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)              
In the event that any action, suit or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse
judgment against Indemnitee (including, without limitation, settlement of such action, suit or proceeding with or without payment of money
or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit or proceeding.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


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


 






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7.                 
Remedies of Indemnitee.


 


(a)               In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this
Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within
ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made
pursuant to Sections 1(c), 1(e), 4 or the last sentence of Section 6(g) of this Agreement within ten
(10) days after receipt by the Company of a written request therefor, (v) payment of indemnification is not made pursuant to Sections
1(a), 1(b) and 2 of this Agreement within ten (10) days after a determination has been made that Indemnitee is
entitled to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, or
(vi) the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or Proceeding designed to deny, or to recover from, Indemnitee the benefits provided or
intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication in an appropriate court of the
State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.
Indemnitee shall commence such proceeding seeking an adjudication within one hundred eighty (180) days following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 7(a); provided, however, that the
foregoing clause shall not apply in respect of any proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section
4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 


(b)              
In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as
a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c)              
If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not
materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)              
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under,
or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types
described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee in such
judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of
expenses or insurance recovery.


 


(e)               The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is
bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law, the
Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of
Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee against any
and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request
therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company, if, in the case of indemnification,
Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such
indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by law,
whichever is greater.


 






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


 


8.                 
Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


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


 


(b)              
To the extent that the Company or its affiliates or subsidiaries maintain an insurance policy or policies providing liability insurance
for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee
shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for
any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give
prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such proceeding in accordance with the terms of such policies.


 






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(c)         The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided
by Indemnitee’s employer or other third parties and certain of their affiliates (collectively, the “Other Indemnitors”).
The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any
obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by
Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be
liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted
and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement
between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Other Indemnitors, and (iii) that it
irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Other
Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall
affect the foregoing and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement
or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Other Indemnitors
are express third party beneficiaries of the terms of this Section 8(c).


 


(d)        
Except as provided in Section 8(c) above, in the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Other Indemnitors), who shall execute
all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 


(e)        
Except as provided in Section 8(c) above, the Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise and has no obligation to return or repay such funds.


 


(f)         
Except as provided in Section 8(c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, limited
liability company, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually
received as indemnification or advancement of expenses from such other corporation, partnership, limited liability company, joint venture,
trust, employee benefit plan or other enterprise. The Company shall not adopt any amendment to the Bylaws or the Certificate of Incorporation,
the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under this Agreement.


 


9.          
Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated
under this Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)        
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision,
except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that
the foregoing shall not affect the rights of Indemnitee or the Other Indemnitors set forth in Section 8(c) above; or


 






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(b)        
for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or
common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation
or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale
by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act) or (iii) any reimbursement of the Company by Indemnitee
of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the
Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D
of the Exchange Act;


 


(c)         
except as provided in Section 7(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding)
initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its
initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any
Proceeding (or any part of any Proceeding) or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the
powers vested in the Company under applicable law; or


 


(d)        
for Expenses determined by the Company to have arisen out of Indemnitee’s breach or violation of Indemnitee’s obligations
under (i) any employment agreement between the Indemnitee and the Company or (ii) the Company’s Code of Business Conduct and Ethics
(as amended from time to time).


 


10.       
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is a director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another
corporation, partnership, limited liability company, joint venture, trust or other enterprise) and shall continue thereafter so long as
Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s
Corporate Status, whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense is incurred
for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any direct or indirect successor by reorganization, purchase,
merger, consolidation or otherwise to all or substantially all of the business, stock or assets of the Company), assigns, spouses, heirs,
executors and personal and legal representatives.


 


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


 






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12.        
Enforcement.


 


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


 


(b)         This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto, including any predecessor of the Company, with
respect to the subject matter hereof.


 


(c)        
The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13.        
Definitions. For purposes of this Agreement:


 


(a)        
“Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other
enterprise that such person is or was serving at the request of the Company.


 


(b)       
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


(c)       
“Enterprise” shall mean the Company and any other corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan or other enterprise that Indemnitee is or was serving at the request of the Company as a director,
officer, employee, agent or fiduciary.


 


(d)         “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes and
penalties, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding
to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include (i) Expenses incurred in
connection with any appeal resulting from any Proceeding, including, without limitation, the premium, security for, and other costs
relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent (ii) Expenses incurred in connection with
recovery under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of
whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or Expenses or insurance recovery,
as the case may be, and (iii) for purposes of Section 7(e) only, Expenses incurred by Indemnitee in connection with the
interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Certificate of Incorporation, the
Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company, by litigation or
otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 






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(e)         
“Independent Counsel” means a law firm, or a member of a law firm, or a solo practitioner that is experienced
and licensed in matters of corporation law in the relevant jurisdiction and neither at present is, nor in the past five (5) years has
been, retained to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company
agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(f)         
“Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative,
including any appeal therefrom, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of Indemnitee’s
Corporate Status, by reason of any action taken by Indemnitee, or of any inaction on Indemnitee’s part, while acting in Indemnitee’s
Corporate Status; in each case whether or not Indemnitee is acting or serving in any such capacity at the time any liability or expense
is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; including one pending
on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement to
enforce Indemnitee’s rights under this Agreement.


 


14.       
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision. Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder
shall in no way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the
foregoing, this Agreement is intended to confer upon Indemnitee and Appointing Stockholder indemnification rights to the fullest extent
permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.        Modification
and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed in writing
by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 






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16.      
Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving
any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be
subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices
the Company.


 


17.       
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during
normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized
overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


(a)         
To Indemnitee at the address set forth below Indemnitee signature hereto.


 


(b)        
To the Company at:


 


Cognition Therapeutics, Inc.

2500 Westchester Avenue

Suite 215


Purchase, New York 10577

Attention: Chief Executive Officer


 


or to such other address as may have been furnished
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18.        
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


19.        
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


20.         Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this
Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in
any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the
exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this
Agreement, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an
improper or inconvenient forum.


 


[SIGNATURE PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Indemnification Agreement as of the date set forth above.


 


	 	COMPANY
	 	 
	 	COGNITION THERAPEUTICS, INC.
	 	 
	 	By:  	 
	 	Name:  	 Lisa Ricciardi
	 	Title:  	Chief Executive Officer
	 	 
	 	Date:  	 
	 	 
	 	INDEMNITEE
	 	 
	 	Name:  	 
	 	Date:  	 
	 	 
	 	Address:  	 
	 	 	 
	 	 	 
	 	 	 



 


Signature Page to Indemnification
Agreement