Exhibit 10.13


 


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(this “Agreement”) is made and entered into as of [__________], 20[__] between CVRx, Inc., a Delaware corporation
(the “Company”), and [Name] (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, it is essential that
the Company retain and attract as directors and officers the most capable persons available;


 


WHEREAS, the Certificate of
Incorporation of the Company provides that the Company shall indemnify directors and officers to the fullest extent permitted by law;


 


WHEREAS, the Bylaws of the
Company similarly provide for such indemnification by the Company to the fullest extent permitted by law, provide for advancement of expenses
in connection with proceedings prior to a final disposition of the proceedings upon the director’s or officer’s written undertaking
required by the Delaware General Corporation Law (“DGCL”) to repay the advances in certain events and acknowledge that
the rights of indemnification and advancement of expenses are not exclusive of other rights to indemnification or similar protection to
which they may be entitled by agreement or insurance;


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals as directors
and officers, 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, as permitted under the DGCL and the Bylaws of the Company;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining directors and officers;


 


WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining directors and officers 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 protection of such persons
against monetary liability for their actions as directors and officers 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 in the future;


 


WHEREAS, Indemnitee does not regard the protection
available under the Company's Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve, or continue
to serve, as a director or officer without adequate protection, and the Company desires Indemnitee to serve, or continue to serve, in
such capacity. Indemnitee is willing to serve and continue to serve the Company on the condition that Indemnitee be so indemnified; and


 






    


    


    




WHEREAS, this Agreement is
a supplement to and in furtherance of the Certificate of Incorporation and Bylaws 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.


 


NOW, THEREFORE, in consideration
of Indemnitee’s agreement to serve as a director after the date hereof, the parties hereto 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 l(a) if, by reason of Indemnitee’s Corporate Status (as hereinafter defined), the Indemnitee was or is, or is
threatened to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a party to a Proceeding by or in
the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined),
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 the Indemnitee acted in good faith and in a manner the 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 the 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 was or 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 the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding
if the Indemnitee acted in good faith and in a manner the 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 only
to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification for Expenses may be made.


 


(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 fullest extent permitted by law, as such may be amended from time to time,
against all Expenses actually and reasonably incurred by him or on his 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, to the fullest extent permitted by law, 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 and without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, and without payment by the Company or the Indemnitee, shall be deemed to be a
successful result as to such claim, issue or matter.


 






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(d)        [Indemnification
of Appointing Stockholder. If (i) Indemnitee is or was affiliated with one or more venture capital funds 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 position as a stockholder of,
or lender to, the Company, or 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.]1


 


2.       Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of
this Agreement but subject to the limitations on indemnification expressly set forth in this Section 2, the Company, to
the fullest extent permitted by law, 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 Section 2, except as otherwise set forth in this Section 2, 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. Notwithstanding anything in this Agreement to
the contrary, and except as set forth in Section 1 and 5, Indemnitee shall not be entitled to indemnification
pursuant to this Agreement in connection with any Proceeding (i) initiated prior to a Change in Control (as defined in Section 11)
by Indemnitee against the Company or any director or officer of the Company unless the Company has joined in or consented to the
initiation of such Proceeding; or (ii) on account of Indemnitee’s conduct that is finally determined (under the procedures and
subject to the presumptions set forth in Section 6 and 7 hereof) to not be in good faith or to be knowingly fraudulent
or deliberately dishonest or to constitute willful misconduct; or that constitutes the purchase and sale by Indemnitee of securities
in violation of Section 16(b) of, or Rule 10b-5 promulgated under, the Securities Exchange Act of 1934, as amended, or comparable
state or foreign securities laws (the “Exchange Act”).


 





 






1 NTD: Include if applicable.


 






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3.       Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement or the Certificate of Incorporation
or Bylaws of the Company in connection with a Proceeding is unavailable to Indemnitee for any reason whatsoever but contribution is permissible
under applicable law, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount of Expenses (including attorneys’
fees), judgments, penalties, 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 Proceeding), on the one hand, and Indemnitee, on the other hand,
from the transaction from which such 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 Proceeding),
on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, penalties,
fines or settlement amounts, as well as any other equitable considerations which the 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 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. The Company agrees that it would not be
equitable if contribution pursuant to this Section 3 were determined by pro rata allocation or any other method of allocation that
does not take into account the considerations described in this Section 3.


 


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 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, prior to the final disposition of a Proceeding, shall
advance all Expenses 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. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include
or be preceded or accompanied by an 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. Any advances and undertakings to repay pursuant to
this Section 5 shall be unsecured and interest free.


 






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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 the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply, to the fullest extent permitted by law, in the event of
any question as to whether Indemnitee is entitled to indemnification under this Agreement:


 


(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 Secretary of the Company shall, promptly upon receipt of such a request for indemnification,
advise the Board of Directors 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.


 


(b)       Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required
by applicable law, 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: (1) by a majority vote of the Disinterested Directors (as hereinafter defined),
even though less than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors,
even though less than a quorum, (3) if there are no Disinterested Directors or if the Disinterested Directors so directs, by Independent
Legal Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee,
or (4) if so directed by the Board of Directors, by the stockholders of the Company. Notwithstanding anything herein stated, if there
has been a Change in Control, the determination shall be made by Independent Legal Counsel.


 


(c)       If
the determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 6(b)
hereof, the Independent Legal Counsel shall be selected as provided in this Section 6(c). The Independent Legal Counsel shall
be selected by the Board of Directors. Indemnitee may, within 10 days after such written notice of selection 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 Legal Counsel so selected does not meet the requirements of “Independent Legal
Counsel” as defined in Section 11 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 Legal
Counsel. If a written objection is made and substantiated, the Independent Legal Counsel selected may not serve as Independent Legal
Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit. If the
determination of entitlement to indemnification is to be made by Independent Legal Counsel pursuant to Section 6(b) hereof and
within 30 days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof, no
Independent Legal 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 the Indemnitee to the Company’s selection of Independent Legal Counsel and/or for the appointment as Independent Legal
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 Legal Counsel under Section 6(b) hereof.
The Company shall pay any and all reasonable fees and expenses of Independent Legal Counsel incurred by such Independent Legal
Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable fees and expenses
incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Legal 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 Legal 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 Legal Counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to a court action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(e)       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
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise (as
hereinafter defined) other than Indemnitee 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, unless Indemnitee has knowledge that makes such reliance unwarranted. In addition, the knowledge
and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise other than Indemnitee 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.


 






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(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 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 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 thirty (30)
days after receipt by the Company of the request for such determination, the Board of Directors or the Disinterested Directors, if
appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be
held within ninety (90) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is
called within thirty (30) days after such receipt for the purpose of making such determination, and such meeting is held for such
purpose within ninety (90) days after such receipt.


 


(g)       Indemnitee
shall 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.
The Company shall use its reasonable best efforts to ensure that any Independent Legal Counsel, member of the Board of Directors or stockholder
of the Company shall act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification
under this Agreement. Any reasonable costs or expenses (including 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)       The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any 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 Proceeding with or without payment
of money or other consideration), it shall not be presumed that Indemnitee has been unsuccessful 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 his 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 90 days after receipt by the Company
of the request for indemnification, or (iv) payment of indemnification is not made within thirty (30) days after a determination has been
made that Indemnitee is entitled to indemnification or after such determination is deemed to have been made pursuant to Section 6
of this Agreement, 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 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this
Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication, although nothing stated herein
shall adversely affect the Company’s right to oppose Indemnitee’s right to indemnification or advances of Expenses if a determination
is made pursuant to Section 6(b) of this Agreement or otherwise that Indemnitee is not entitled to indemnification or advances
of Expenses.


 


(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 11 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, unless a determination shall have been made pursuant to Section 6(b) or otherwise of this Agreement that
Indemnitee is not entitled to indemnification, advancement of expenses or insurance recovery, in which event the Company shall not be
required to make such payments unless and until there is a judicial adjudication that Indemnitee is so entitled.


 






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(e)       The
Company shall be precluded, to the extent permitted by law, 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. 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, regardless of whether Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of Expenses or insurance recovery, as the case may be.


 


(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 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 of the Company, the Bylaws of the Company, any other agreement,
a vote of stockholders, a resolution of directors 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 than would be afforded currently under the Certificate of Incorporation,
the 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 of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion of
any other right or remedy.


 


(b)       To
the extent that the Company maintains 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, joint venture, trust 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 director and officer liability insurance in effect, the Company shall give prompt notice to the insurers of the
commencement of a Proceeding to which Indemnitee has been made a party or is a participant by reason of Indemnitee’s Corporate
Status 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 has certain rights to indemnification, advancement of expenses and/or insurance provided by
or on behalf of [name of fund/sponsor]. The Company hereby agrees that (i) it is the indemnitor of first resort (i.e., its obligations
to Indemnitee are primary and any obligation of [name of fund/sponsor] to advance Expenses or to provide indemnification for the
same expenses or liabilities incurred by Indemnitee are secondary), (ii) 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 [name of fund/sponsor],
and (iii) it irrevocably waives, relinquishes and releases [name of fund/sponsor] from any and all claims against [name of fund/sponsor]
for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or
payment by [name of fund/sponsor] on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification
from the Company shall affect the foregoing and [name of fund/sponsor] 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 [name of fund/sponsor] is an express third party beneficiary of the terms of this Section 8(c).]2


 


(d)       [Except
as provided in Section 8(c) hereof,] [In] [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.


 


(e)       [Except
as provided in Section 8(c) hereof,] [The] [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.


 


(f)       [Except
as provided in Section 8(c) hereof,] [The] [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, joint venture,
trust or other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses
from such other corporation, partnership, joint venture, trust or other Enterprise.


 





 






2 NTD: Include
if applicable.


 






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9.       Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an
officer or 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, 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
purchase, merger, consolidation or otherwise to all or substantially all of the business or assets of the Company), assigns,
spouses, heirs, executors and personal and legal representatives.


 


10.     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 an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving as an officer or 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 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.


 


11.     Definitions.
For purposes of this Agreement:


 


(a)       A
 “Change of Control” of the Company shall mean:


 


(i)       the
sale, lease, exchange or other transfer of substantially all of the assets of the Company (in one transaction or in a series of related
transactions) to a person or entity that is not controlled, directly or indirectly, by the Company; or


 


(ii)      a
merger or consolidation to which the Company is a party if the shareholders of the Company immediately prior to the effective date of
such merger or consolidation do not have “beneficial ownership” (as defined in Rule 13d-3 under the Exchange Act) immediately
following the effective date of such merger or consolidation of more than 50% of the combined voting power of the surviving corporation’s
outstanding securities ordinarily having the right to vote at elections of directors; or


 






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(iii)     a
change of control of the Company of a nature that would be required to be reported pursuant to Section 13 or 15(d) of the Exchange
Act, whether or not the Company is then subject to such reporting requirements, including, without limitation, such time as (1) any
person, who, on the date of this Agreement, did not beneficially own at least 10% of the combined voting power of the
Company’s outstanding securities ordinarily having the right to vote at elections of directors, becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of 50% or more of the combined voting power
of the Company’s outstanding securities ordinarily having the right to vote at elections of directors, or (2) individuals who
constitute the Board on the date of this Agreement cease for any reason to constitute at least a majority of the Board, provided
that any person becoming a director subsequent to the date of this Agreement whose election, or nomination for election by the
Company’s stockholders, was approved by a vote of at least a majority of the directors comprising the Board will, for purposes
of this clause (2), be considered as though such persons were members of the Board of Directors on the date of this Agreement.


 


(b)       “Corporate
Status” describes the status of a person who is or was a director, officer, employee or agent of the Company or is or was a
director, officer, employee or agent of any other corporation, partnership, joint venture, trust, or other Enterprise that such person
is or was serving at the request of the Company.


 


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


 


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


 


(e)       “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 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 Expenses incurred in connection with any appeal resulting from any Proceeding and any federal, state, local
or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, including without
limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(f)       “Independent
Legal Counsel” means a law firm, or a 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 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 Legal 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.


 






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(g)       “Proceeding”
includes any threatened, pending or completed action, suit, or other proceeding, whether brought by or in the right of the Company or
otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is, or is threatened to be made, a party
or otherwise, by reason of the fact that Indemnitee is or was an officer or director of the Company, by reason of any action taken by
Indemnitee or of any inaction on Indemnitee’s part while acting as an officer or director of the Company, or by reason of the fact
that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other Enterprise; 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 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.


 


12.     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.


 


13.     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.


 


14.     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.


 






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15.     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 or facsimile 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’s signature hereto.


 


(b)       To
the Company at:


 


[9201 West Broadway
Avenue, Suite 650


Minneapolis, Minnesota
55445


Attention:  Chief Executive
Officer]


 


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


 


16.     Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature and in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be
delivered via facsimile, 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.


 


17.     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.


 


18.     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.


 






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SIGNATURE PAGE TO FOLLOW


 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.


 





	 	COMPANY
	 	 
	 	CVRx, Inc.



 





	 	By:	 
	 	 	Name: Nadim Yared
	 	 	Title: Chief Executive Officer



 





	 	INDEMNITEE
	 	 
	 	 
	 	Name: [Name]
	 	 
	 	Address:
	 	 
	 	[Address]
	 	 



 






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