Exhibit
10.21


 


Qualigen,
Inc.

INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (this “Agreement”), dated as of ______, 20__, is entered into between Qualigen,
Inc., a Delaware corporation (the “Company”), and [____________] (“Indemnitee”).


 


WHEREAS,
Indemnitee’s service to the Company substantially benefits the Company;


 


WHEREAS,
individuals are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided
with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out
of such service;


 


WHEREAS,
Indemnitee does not regard the protection currently provided by applicable law, the Company’s governing documents and any
insurance as adequate under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without
additional protection;


 


WHEREAS,
in order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the
Company to contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable
law; and


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation
and bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall
this Agreement be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder;


 


NOW,
THEREFORE, in consideration of the foregoing, the parties agree as follows:


 


1.
Definitions. 


 


(a) “Affiliate”
of any particular Person means any other Person controlling, controlled by or under common control with such particular Person.
For purposes of this definition, “control” (including with correlative meanings, the terms “controlling,”
“controlled by” and under “common control with”) means the possession, directly or indirectly, of the
power (i) to vote a majority of the equity interests having voting power for the election of directors, managers or Persons on
similar governing bodies of such other Person or (ii) to direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract, as trustee or executor, as general partner or managing member,
or otherwise.


 


(b)
A “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this
Agreement of any of the following events:


 


(i) Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or
indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding
securities;


 


(ii) Change
in Board Composition. During any period of two consecutive years (not including any period before the execution of this Agreement),
individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other
than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in
Sections 1(b)(i), 1(b)(iii) or 1(b)(iv)) whose election by the board of directors or nomination for election
by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either
were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for
any reason to constitute at least a majority of the members of the Company’s board of directors;


 




    	 



    	 



    

 


(iii) Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately before such merger or consolidation
continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity)
more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after such
merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such
surviving entity; and


 


(iv) Liquidation.
The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company’s assets.


 


For
purposes of this Section 1(b), “Beneficial Owner” shall have the meaning given to such term in
Rule 13d-3 under the Securities Exchange Act of 1934, as amended; provided, however, that “Beneficial Owner”
shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the stockholders of the Company approving a merger
of the Company with another entity or (ii) the Company’s board of directors approving a sale of securities by the Company
to such Person.


 


(c) “Corporate
Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or any other Enterprise.


 


(d) “DGCL”
means the General Corporation Law of the State of Delaware.


 


(e) “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.


 


(f) “Enterprise”
means the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan
or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary.


 


(g) “Expenses”
include all reasonable out-of-pocket attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing
to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses
also 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 their equivalent, and
(ii) for purposes of Section 12(d), Expenses incurred by Indemnitee in connection with the interpretation, enforcement
or defense of Indemnitee’s rights under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount
of judgments or fines against Indemnitee. For Expenses to be indemnifiable hereunder they must have been actually and reasonably
incurred.


 




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(h) “Independent
Counsel” means a law firm, or a partner or member of a law firm, that is experienced in matters of corporation law
and neither presently is, nor in the past five years has been, retained to represent (i) the Company or Indemnitee in any matter
material to either such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement,
or 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 entitlement to indemnification under this Agreement.


 


(i) “Person”
shall have the meaning as set forth in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided,
however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of
the Company in substantially the same proportions as their ownership of stock of the Company.


 


(j) “Proceeding”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature, including any appeal therefrom, in which Indemnitee was, is or will be involved
as a party, a potential party, a non-party witness or otherwise by reason of (i) the fact that Indemnitee is or was a director
or officer of the Company (whether or not before the date of this Agreement), (ii) any action taken by Indemnitee or any action
or inaction on Indemnitee’s part while acting as a director or officer of the Company (whether or not before the date of
this Agreement), or (iii) the fact that he or she is or was serving (whether or not before the date of this Agreement) at the
request of the Company as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of the
Company or any other Enterprise, in each case whether or not serving in such capacity at the time any liability or Expense is
incurred for which indemnification or advancement of expenses can be provided under this Agreement.


 


(k)
“Representatives” of any Person shall mean the directors, officers, employees, managers, consultants, financial
advisors, counsel, accountants, trustees and other representatives and agents of such Person.


 


(l) Reference
to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving
at the request of the Company” shall include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit
plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to
be in the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


2.
Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of
this Section 2 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than
a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 2, Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any
claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to
believe that his or her conduct was unlawful.


 




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3.
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with
the provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses 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
he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall
be made under this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by
a court of competent jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery
or any court in which the Proceeding was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses
as the Delaware Court of Chancery or such other court shall deem proper.


 


4. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the extent that
Indemnitee has been successful (on the merits or otherwise) in defense of any Proceeding referred to in Section 2 or Section
3 hereof or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


5.
Indemnification for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status,
a witness in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable
law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. 


 


6.
Additional Indemnification. 


 


(a) Notwithstanding
any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted
by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding
by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any
claim, issue or matter therein.


 


(b) For
purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law”
shall include, but not be limited to:


 


(i) the
fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL; and


 


(ii) the
fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement
that increase the extent to which a corporation may indemnify its officers and directors.


 




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7. Exclusions. Notwithstanding
any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in connection
with any Proceeding (or any part of any Proceeding):


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote
or otherwise, except with respect to any excess beyond the amount paid;


 


(b) for
an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to
any settlement arrangements);


 


(c)
for any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any
profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange
Act of 1934, as amended (including any such reimbursements that arise from an accounting restatement of the Company pursuant to
Section 304 of the Sarbanes-Oxley Act of 2002, or the payment to the Company of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 304 of the Sarbanes-Oxley Act of 2002), if Indemnitee is held liable therefor
(including pursuant to any settlement arrangements);


 


(d) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding
(or the relevant part of the Proceeding) before its initiation, (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(d) or (iv)
otherwise required by applicable law; or


 


(e) if
prohibited by applicable law.


 


8.
Advances of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding
before its final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later
than 45 days, after the receipt by the Company of a written statement or statements (with reasonably supporting documentation)
requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with such Expenses
but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditure made
that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice). Advances
shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee
hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company. This Section 8. shall not apply to the extent advancement is prohibited
by law and shall not apply to any Proceeding for which indemnity is not permitted under this Agreement, but shall apply to any
Proceeding referenced in Section 7(c) or 7(d) before a determination that Indemnitee is not entitled to be indemnified
by the Company


 


9.
Procedures for Notification and Defense of Claim. 


 


(a) Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses promptly following the receipt by Indemnitee of notice thereof. The written notification to the Company shall include,
in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure by Indemnitee
to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than
under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights except
to the extent the Company is prejudiced in its defense of such Proceeding.


 




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(b) If,
at the time of the receipt of a notice of a Proceeding 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 the Proceeding to the insurers in accordance
with the procedures set forth in the applicable policies. The Company shall thereafter take all commercially reasonable action
to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in accordance with
the terms of such policies.


 


(c) In
the event the Company shall be obligated to pay the Expenses, judgments, fines or amounts paid in settlement incurred by Indemnitee
with respect to any Proceeding, as provided in this Agreement, the Company, if appropriate, shall be entitled to assume the defense
of such Proceeding, with counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its
election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by
the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by
Indemnitee with respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s
own counsel in such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of counsel by Indemnitee has been
previously authorized in writing by the Company, (B) counsel to the Company or Indemnitee shall have reasonably concluded that
there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant
issue between the Company and Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed
counsel to assume the defense of such Proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense
of the Company, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without the consent
of Indemnitee, to assume the defense of any claim brought by or in the right of the Company or its Affiliates or as to which counsel
for the Company or Indemnitee shall have reasonably made the conclusion provided for in clause (B) above.


 


(d) Indemnitee
shall give the Company such information and cooperation in connection with the Proceeding as the Company may reasonably require.


 


10.
Procedures upon Application for Indemnification. 


 


(a) To
obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably
practicable after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification.
Any delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent
such failure is prejudicial.


 




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(b) Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s
entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel
in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee or (ii) if a
Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum
of the Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the
Disinterested Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested
Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board
of directors, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Company board of directors, by the
stockholders of the Company. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be
made within 15 days after such determination. Indemnitee shall cooperate with the person, persons or entity making the 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 that is not privileged or otherwise protected from disclosure and
that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorney’s
fees and disbursements) reasonably incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company, to the extent permitted by applicable law.


 


(c) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b),
the Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred,
the Independent Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice
to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred,
the Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s
board of directors, in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may
be, may, within 10 days after such written notice of selection shall have been given, deliver to the Company or to Indemnitee,
as the case may be, a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 1(h) of this Agreement, and the objection shall set forth with particularity the factual basis of
such assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written
objection is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until
such objection is withdrawn or a court has determined that such objection is without merit. If, within 20 days after the later
of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof and (ii) the
final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee
may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or Indemnitee
to the other’s selection of Independent Counsel and 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 10(b) hereof. Upon the due commencement of any
judicial proceeding pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved
of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(d) The
Company agrees to pay the reasonable fees and expenses of any Independent Counsel 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.


 




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11.
Presumptions and Effect of Certain Proceedings. 


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement,
and the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption.


 


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


 


(c) The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder (including,
but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if and to the extent that
Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract, agreement or otherwise.


 


(d) For
purposes of any determination of good faith, Indemnitee (if a director and in Indemnitee’s capacity as such) shall be deemed
to have acted in good faith to the extent Indemnitee relied in good faith on (i) the records or books of account of the Enterprise,
including financial statements, (ii) information supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, (iii) the advice of legal counsel for the Enterprise or its board of directors or counsel selected by any committee of
the board of directors or (iv) information or records given or reports made to the Enterprise by an independent certified public
accountant, an appraiser, investment banker or other expert selected with reasonable care by the Enterprise or its board of directors
or any committee of the board of directors. The provisions of this Section 11(d) shall not be deemed to be exclusive or
to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.


 


(e) Neither
the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed
to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


12.
Remedies of Indemnitee. 


 


(a) Subject
to Section 12(e), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section
8(b) or Section 12(d) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made
pursuant to Section 10 of this Agreement within 30 days after the later of the receipt by the Company of the request for
indemnification or the final disposition of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not
made (A) within 15 days after a determination has been made that Indemnitee is entitled to indemnification or (B) with respect
to indemnification pursuant to Sections 4, 5 and 12(d) of this Agreement, within 30 days after receipt by
the Company of a written request therefor, or (v) the Company or any other person or entity 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 by a court of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses.
The Company shall not oppose Indemnitee’s right to seek any such adjudication in accordance with this Agreement.


 




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(b) Neither
(i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel
or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee
has met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee
or subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard
of conduct, shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that
a determination shall have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, on
the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced
pursuant to this Section 12, the Company shall, to the fullest extent not prohibited by law, have the burden of proving
Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c) To
the fullest extent not prohibited by law, the Company shall be precluded from asserting in any judicial proceeding commenced pursuant
to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court that the Company is bound by all the provisions of this Agreement. If a determination shall have been
made pursuant to Section 10 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 12, absent (i) a misstatement by Indemnitee
of a material fact, or an omission of a material fact necessary to make Indemnitee’s statements not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d) To
the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee
in connection with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any
directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful
in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 30 days,
after receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of
Section 8.


 


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


 


13.
Contribution. To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement
is unavailable to Indemnitee, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee,
whether for Expenses, judgments, fines or amounts paid or to be paid in settlement, 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 events
and transactions giving rise to such Proceeding; and (ii) the relative fault of Indemnitee and the Company (and its other directors,
officers, employees and agents) in connection with such events and transactions. 


 


14. Non-exclusivity. The
rights of indemnification and 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 Company’s certificate of
incorporation or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. To the extent that
a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Company’s certificate of incorporation and 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, subject to the restrictions expressly set forth herein or therein. Except as expressly set forth herein, 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. Except as expressly set forth herein, 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.


 




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15. No
Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the
extent that Indemnitee has otherwise actually received payment for such amounts under any insurance policy, contract,
agreement or otherwise.


 


16.
Insurance. To the extent that the Company maintains an insurance policy or policies providing liability insurance for
directors, trustees, general partners, managing members, officers, employees, agents or fiduciaries of the Company or any other
Enterprise, Indemnitee shall be covered by such policy or policies to the same extent as the most favorably-insured persons under
such policy or policies in a comparable position.


 


17.
Subrogation. 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, 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. 


 


18. Services
to the Company. Indemnitee agrees to serve as a director or officer of the Company or,
at the request of the Company, as a director, trustee, general partner, managing member, officer, employee, agent or
fiduciary of another Enterprise, for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders his or
her resignation or is removed from such position. Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by operation of law), in which event the Company shall
have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an
employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee
specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and
Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be
otherwise expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its
subsidiaries or any Enterprise), any existing formal severance policies adopted by the Company’s board of directors or,
with respect to service as a director or officer of the Company, the Company’s certificate of incorporation or bylaws
or the DGCL. No such document shall be subject to any oral modification thereof.


 


19.
Duration. This
Agreement shall continue until and terminate upon the later of (a) 10 years after the date that Indemnitee shall have ceased to
serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee,
agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including
any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder
and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.


 




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20. Successors.
This Agreement shall be binding upon the Company and its successors and assigns, including any direct or indirect successor
by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company, and
shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators.


 


21.
Severability. Nothing
in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations
under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be
held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any
way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision or
provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


22.
Enforcement. The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations
imposed on it hereby in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as a director or officer of the Company. 


 


23.
Entire Agreement. This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Company’s certificate
of incorporation and bylaws and applicable law.


 


24.
Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed
in writing by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee
under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status before such amendment,
alteration or repeal. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other
provision of this Agreement nor shall any waiver constitute a continuing waiver.


 


25.
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed
by registered or certified mail, postage prepaid, or otherwise delivered by hand, messenger or courier service addressed: 


(a) if
to Indemnitee, to Indemnitee’s address as shown on the signature page of this Agreement or in the Company records, as may
be updated in accordance with the provisions hereof; or


 


(b) if
to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at Qualigen, Inc., 2042
Corte del Nogal, Carlsbad, CA 92011, or at such other current address as the Company shall have furnished to Indemnitee.


 




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Each
such notice or other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if
delivered by hand, messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service,
freight prepaid, specifying next-business-day delivery, the next business day after the date of deposit with such courier (by
the courier’s stated time for enabling next-business-day delivery), or if deposited after such stated time then the second
business day after the date of such deposit), or (ii) if sent via mail in the United States, at the earlier of its receipt or
five days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed
and mailed as aforesaid.


 


26.
Applicable Law and Consent to Jurisdiction.
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably
and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought
only in the Delaware Court of Chancery, and not in any other state or federal court in the United States of America or any court
in any other country, (b) consent to submit to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any
action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any
such action or proceeding in the Delaware Court of Chancery, and (d) waive, and agree not to plead or to make, any claim that
any such action or proceeding brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum. 


 


27.
Counterparts. This Agreement may be executed in counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered
by electronic means and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement. 


 


28.
Captions. 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. 


 


IN
WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.


 


	cOMPANY:	 	Indemnitee:
	 	 	 
	Qualigen,
    Inc.	 	 
	 	 	 	[Indemnitee]
	 	 	 	 
	By:	                	 	Address:
	Name:	 	 	 
	Title:	 	 	 


 






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