Exhibit 10.1


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement, dated as of [____________________
____], 2021 is made by and between Elevation Oncology, Inc., a Delaware corporation (the “Company”), and
[_______________________________________], a director, officer or key employee of the Company or one of the Company’s subsidiaries
or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).


 


RECITALS


 


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


 


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


 


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


 


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


 


AGREEMENT


 


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


 


1.    Definitions.


 


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


 






    


    


    

 


(b)    Change in Control.
For purposes of this Agreement, “Change in Control” means (i) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a Subsidiary or a trustee or
other fiduciary holding securities under an employee benefit plan of the Company or Subsidiary, is or becomes the “Beneficial Owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of
the total voting power represented by the Company’s then outstanding capital stock or (ii) during any period of two consecutive
years, individuals who at the beginning of such period constitute the Board and any new director whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) 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 a majority thereof, or (iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation, other than a merger or consolidation that would result in the outstanding capital stock of
the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
capital stock of the surviving entity) at least 80% of the total voting power represented by the capital stock of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions)
of all or substantially all of the Company’s assets.


 


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


 


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


 


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


 






    


    


    

 


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


 


(g)   Independent Director.
For purposes of this Agreement, “Independent Director” means a member of the Board who is not a party to the
Proceeding for which a claim is made under this Agreement.


 


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


 


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


 


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


 


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


 


3.    Mandatory Indemnification.


 


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


 






    


    


    

 


(b)    Exception for Amounts
Covered by Insurance and Other Sources. Notwithstanding the foregoing, the Company shall not be obligated to indemnify Indemnitee
for Expenses or Other Liabilities of any type whatsoever (including, but not limited to judgments, fines, penalties, ERISA excise taxes
or penalties and amounts paid in settlement) to the extent such have been paid directly to Indemnitee (or paid directly to a third party
on Indemnitee’s behalf) by any directors and officers, or other type, of insurance maintained by the Company; provided, however,
that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any
amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to
Indemnitee pursuant to this Agreement.


 


(c)    Company Obligations
Primary. The Company hereby acknowledges that Indemnitee may have rights to indemnification for Expenses and Other Liabilities provided
by a venture capital firm or other sponsoring organization (“Other Indemnitor”). The Company agrees with Indemnitee
that the Company is the indemnitor of first resort of Indemnitee with respect to matters for which indemnification is provided under this
Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without
regard to any rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable rights to contribution
or indemnification from the Other Indemnitor in respect of any amounts paid to indemnitee hereunder. The Company further agrees that no
reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the
obligations of the Company hereunder, and that the Company shall be obligated to repay the Other Indemnitor for all amounts so paid or
reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder.


 


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


 


5.    Liability Insurance.
So long as Indemnitee shall continue to serve the Company or a Subsidiary or Affiliate of the Company as an Indemnifiable Person and thereafter
so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable
Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability
insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing
in all respects coverage at least comparable to and in the same amount as that provided to the Chairman of the Board or the Chief Executive
Officer of the Company and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all
respects coverage at least comparable to and in the same amount as that being provided to the Chairman of the Board or the Chief Executive
Officer of the Company. The purchase, establishment and maintenance of any such insurance or other arrangements shall not in any way limit
or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly provided herein, and the
execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect the rights and obligations
of the Company or the other party or parties thereto under any such insurance or other arrangement. In the event of a Change in Control
subsequent to the date of this Agreement, or the Company’s becoming insolvent, including being placed into receivership or entering
the federal bankruptcy process, the Company shall maintain in force any and all insurance policies then maintained by the Company in providing
insurance—directors’ and officers’ liability, fiduciary, employment practices or otherwise—in respect of the individual
directors and officers of the Company, for a fixed period of six years thereafter. Such coverage shall be non-cancelable and
shall be placed and serviced by the Company’s incumbent insurance broker or a broker selected by a majority of the Independent Directors.


 






    


    


    

 


6.    Mandatory Advancement
of Expenses. If requested by Indemnitee, the Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably
incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event within (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 incurred by
Indemnitee. The right to advances under this section shall in all events continue until final disposition of any Proceeding, including
any appeal therein. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately
be determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement, the Company’s
Bylaws or the DGCL, and no additional form of undertaking with respect to such obligation to repay shall be required. Indemnitee’s
undertaking to repay any Expenses advanced to Indemnitee hereunder shall be unsecured and shall not be subject to the accrual or payment
of any interest thereon. In the event that Indemnitee’s request for the advancement of expenses shall be accompanied by an affidavit
of counsel to Indemnitee to the effect that such counsel has reviewed such Expenses and that such Expenses are reasonable in such counsel’s
view, then such expenses shall be deemed reasonable in the absence of clear and convincing evidence to the contrary.


 


7.    Notice and Other
Indemnification Procedures.


 


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


 


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


 






    


    


    

 


(c)     Assumption of Defense.
In the event the Company shall be obligated to advance the Expenses for any Proceeding against Indemnitee, the Company, if deemed appropriate
by the Company, shall be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include
the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements
related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense
of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel designated by the Company
and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses
of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. If (A) the employment of counsel by Indemnitee
has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably
concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense, (C) the
Company fails to employ counsel to assume the defense of such Proceeding, or (D) after a Change in Control, the employment of counsel
by Indemnitee has been approved by the Independent Counsel, the Expenses related to work conducted by Indemnitee’s counsel shall
be subject to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from
employing counsel for any such Proceeding at Indemnitee’s expense. Indemnitee agrees that any such separate counsel retained by
Indemnitee will be a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’
insurance policy, should the applicable policy provide for a panel of approved counsel.


 


(d)    Settlement.
The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in settlement of any Proceeding
effected without the Company’s written consent; provided, however, that if a Change in Control has occurred subsequent to the date
of this Agreement, the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel
has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that
might result in the imposition of any Expense, Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable
under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold
consent from any settlement of any Proceeding. The Company shall promptly notify Indemnitee upon the Company’s receipt of an offer
to settle, or if the Company makes an offer to settle, any Proceeding, and provide Indemnitee with a reasonable amount of time to consider
such settlement, in the case of any such settlement for which the consent of Indemnitee would be required hereunder. The Company shall
not, on its own behalf, settle any part of any Proceeding to which Indemnitee is a party with respect to other parties (including the
Company) without the written consent of Indemnitee if any portion of the settlement is to be funded from insurance proceeds unless approved
by a majority of the Independent Directors, provided that this sentence shall cease to be of any force and effect if it has been determined
in accordance with this Agreement that Indemnitee is not entitled to indemnification hereunder with respect to such Proceeding or if the
Company’s obligations hereunder to Indemnitee with respect to such Proceeding have been fully discharged.


 






    


    


    

 


8.    Determination of
Right to Indemnification.


 


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


 


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


 


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


 


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


 


b.    A committee of Independent
Directors designated by a majority vote of Independent Directors, even though less than a quorum; or


 


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


 


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


 


The selected forum shall be referred to herein
as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in Control subsequent to the date of this Agreement,
the Reviewing Party shall be Independent Counsel selected in the manner provided in c. above.


 


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


 


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


 






    


    


    

 


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


 


(g)   Determination of
 “Good Faith”. For purposes of any determination of whether Indemnitee acted in “good faith” or acted in “bad
faith,” Indemnitee shall be deemed to have acted in good faith or not acted in bad faith if in taking or failing to take the action
in question Indemnitee relied on the records or books of account of the Company or a Subsidiary or Affiliate, including financial statements,
or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of the Company or a Subsidiary
or Affiliate in the course of their duties, or on the advice of legal counsel for the Company or a Subsidiary or Affiliate, or on information
or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified public accountant or by an appraiser
or other expert selected by the Company or a Subsidiary or Affiliate, or by any other person (including legal counsel, accountants and
financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence
and who has been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate. In connection with any determination
as to whether Indemnitee is entitled to be indemnified hereunder, or to advancement of Expenses, the Reviewing Party or court shall presume
that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification or advancement of Expenses, as the
case may be, and the burden of proof shall be on the Company to establish, by clear and convincing evidence, that Indemnitee is not so
entitled. The provisions of this Section 8(g) 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. In addition, the knowledge
and/or actions, or failures to act, of any other person serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person shall
not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.


 


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


 


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


 






    


    


    

 


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


 


(c)    Unlawful Indemnification.
The Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification
is prohibited by law as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal.


 


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


 


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


 


12.   Supersession, Modification
and Waiver. This Agreement supersedes any prior indemnification agreement between the Indemnitee and the Company, its Subsidiaries
or its Affiliates. If the Company and Indemnitee have previously entered into an indemnification agreement providing for the indemnification
of Indemnitee by the Company, parties entry into this Agreement shall be deemed to amend and restate such prior agreement to read in its
entirety as, and be superseded by, this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provision hereof (whether or not similar) and except as expressly provided herein, no such waiver shall constitute
a continuing waiver.


 






    


    


    

 


13.   Successors and Assigns.
The terms of this Agreement shall bind, and shall inure to the benefit of, and be enforceable by the parties hereto and their respective
successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of
the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. In addition, the Company shall
require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all,
or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement and indemnify Indemnitee to the fullest extent permitted by law.


 


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


 


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


 


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


 






    


    


    

 


17.   Subrogation and
Contribution.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 






    


    


    

 


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


 


	 	ELEVATION ONCOLOGY, INC.:








 


	 	By:	 
	 	 	 
	 	Its:	 


 


	 	 	INDEMNITEE:
	 	 	 
	 	 	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 	 


 


SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT