Exhibit 10.39





 





INDEMNIFICATION AGREEMENT


 





This Indemnification Agreement (“Agreement”)
is made and entered into as of October 17, 2018 by and between Marker Therapeutics, Inc., a Delaware corporation (the “Company”)
and [_________] (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Board of Directors of the
Company (the “Board of Directors”) believes that highly competent persons have become more reluctant to serve
publicly-held corporations as directors or officers or in other capacities unless they are provided with adequate protection through
insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service
to and activities on behalf of the corporation;


 


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


 


WHEREAS, the uncertainties relating to
such insurance and to indemnification may increase the difficulty of attracting and retaining such persons;


 


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


 


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


 


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


 






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WHEREAS, one of the conditions that Indemnitee
requires in order to serve as a director and/or an officer of the Company is that Indemnitee be so indemnified.


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. Services by Indemnitee.
Indemnitee agrees to serve, as applicable, as a director, officer, employee or agent of the Company or, at the request of the Company,
as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise.
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
Marker Entity) and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment with the Company (or any
of its subsidiaries or any Marker Entity), if any, is at will, and the Indemnitee may be discharged at any time for any reason,
with or without cause, except as may be otherwise provided in any written employment contract between Indemnitee and the Company
(or any of its subsidiaries or any Marker Entity), other applicable formal severance policies duly adopted by the Board of Directors,
or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Company’s Bylaws,
and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve, as applicable,
as an officer, director, agent or employee of the Company or, at the request of the Company, as a director, officer, employee,
agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise, as provided in Section 13
hereof.


 


Section 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, by reason of Indemnitee’s Corporate Status. 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 (including all interest, assessments and other charges paid or payable in connection with or in respect of such
Expenses, judgments, fines and amounts paid in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding
had no reasonable cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement
shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including,
without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote of its stockholders or disinterested
directors or applicable law.


 


Section 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, by reason of Indemnitee’s Corporate Status. 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 Indemnitee 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 finally adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court
(as hereinafter defined) 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.


 






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Section 4. Indemnification for Expenses
of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the fullest extent
permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to
(or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue or matter
therein (including, without limitation, any Proceeding brought by or in the right of the Company), the Company shall indemnify
Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses actually and reasonably incurred by Indemnitee
or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense of such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company
shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
or on behalf of Indemnitee in connection with or related to each successfully resolved claim, issue or matter. For purposes of
this Section 4 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with
or without prejudice, on substantive or procedural grounds, or settlement of any such claim prior to a final judgment by a court
of competent jurisdiction with respect to such Proceeding, shall be deemed to be a successful result as to such claim, issue or
matter; provided, however, that any settlement of any claim, issue or matter in such a Proceeding shall not be deemed
to be a successful result as to such claim, issue or matter if such settlement is effected by Indemnitee without the Company’
prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned.


 


Section 5. Partial Indemnification.
If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company for some or a portion
of the Expenses incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim, issue or matter
therein, in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee to the fullest extent
to which Indemnitee is entitled to such indemnification.


 


Section 6. Indemnification
For Additional Expenses to Secure Recovery or as a Witness.


 


(a) The Company shall, to the fullest
extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, any and all Expenses
and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in Section 8 of this Agreement) such Expenses
to Indemnitee, which are incurred by Indemnitee in connection with any action or proceeding or part thereof brought by Indemnitee
for (i) indemnification or advance payment of Expenses by the Company under this Agreement, any other agreement, the Certificate
of Incorporation or Bylaws of the Company as now or hereafter in effect; or (ii) recovery under any director and officer liability
insurance policies maintained by the Company.


 


(b) To the extent that Indemnitee is,
by reason of Indemnitee’s Corporate Status, a witness (or is forced or asked to respond to discovery requests) in any Proceeding
to which Indemnitee is not a party, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect
to, and hold Indemnitee harmless from and against, and the Company will advance on an as-incurred basis (as provided in Section 8
of this Agreement), all Expenses reasonably incurred by Indemnitee or on behalf of Indemnitee in connection therewith.


 


Section 7. Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification
payment in connection with any claim involving Indemnitee:


 






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


 


(b) for (i) expenses and the payment of
profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange
Act of 1934, as amended, or any similar successor statute, or (ii) the payment of amounts required to be reimbursed to the
Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as amended, or any similar statute; or


 


(c) except as provided in Section 11(d)
of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding
(or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees,
unless (i) the Board of Directors authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the
Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


Section 8. Advances of Expenses.
Notwithstanding any provision of this Agreement to the contrary (other than Section 11(d)), the Company shall advance, to
the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding)
not initiated by Indemnitee or any Proceeding initiated by Indemnitee with the prior approval of the Board of Directors as provided
in Section 7(c), and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement
or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding. Advances
shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s ability to repay the Expenses
and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
In accordance with Section 11(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce
this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support the advances
claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which shall
constitute an undertaking providing that the Indemnitee undertakes to repay the amounts advanced (without interest) to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking
shall be required other than the execution of this Agreement. This Section 8 shall not apply to any claim made by Indemnitee
for which indemnity is excluded pursuant to Section 7.


 


Section 9. Indemnification Procedures.


 


(a)        Notice
of Proceeding. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement
of Expenses hereunder. Any failure by Indemnitee to notify the Company will not relieve the Company of its advancement or indemnification
obligations under this Agreement unless, and only to the extent that, the Company can establish that such omission to notify resulted
in actual and material prejudice to it which prejudice cannot be reversed or otherwise eliminated without any material negative
effect on the Company, and the omission to notify the Company will, in any event, not relieve the Company from any liability which
it may have to indemnify Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Company
has director and officer liability insurance policies in effect, the Company will promptly notify the relevant insurers in accordance
with the procedures and requirements of such policies.


 






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(b)        Defense;
Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding
with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld
in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought
against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such
settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes
an unconditional, full release of Indemnitee by all relevant parties from all liability on any matters that are the subject of
such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company
has fully indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses and other amounts
incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify
Indemnitee against amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without
the Company’ prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such
settlement solely involves the payment of money or performance of any obligation by persons other than the Company and includes
an unconditional release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters
that are the subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.


 


(c)        Request
for Advancement; Request for Indemnification.


 


(i)        To
obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together
with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee,
and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced.
The Company shall make advance payment of Expenses to Indemnitee no later than five (5) business days after receipt of the
written request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any
such written request for advancement of Expenses, the Company has director and officer insurance policies in effect, the Company
will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies. The Company shall
thereafter keep such director and officer insurers informed of the status of the Proceeding or other claim and take such other
actions, as appropriate to secure coverage of Indemnitee for such claim.


 


(ii)        To
obtain indemnification under this Agreement, at any time before or after submission of a request for advancement pursuant to Section 9(c)(i)
of this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time at which Indemnitee submits
a written request for indemnification shall be determined by the Indemnitee in the Indemnitee’s sole discretion. Once Indemnitee
submits such a written request for indemnification (and only at such time that Indemnitee submits such a written request for indemnification),
a Determination (as hereinafter defined) shall thereafter be made, as provided in and only to the extent required by Section 9(d)
of this Agreement. In no event shall a Determination be made, or required to be made, as a condition to or otherwise in connection
with any advancement of Expenses pursuant to Section 8 and Section 9(c)(i) of this Agreement. If, at the time of receipt
of any such request for indemnification, the Company has director and officer insurance policies in effect, the Company will promptly
notify the relevant insurers and take such other actions as necessary or appropriate to secure coverage of Indemnitee for such
claim in accordance with the procedures and requirements of such policies.


 






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(d)        Determination.
The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and that no Determination shall
be required in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no
event shall a Determination be required in connection with indemnification for Expenses pursuant to Section 6 of this Agreement
or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful on the merits
or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of Indemnitee,
and any such Determination, shall be made within twenty (20) days after receipt of Indemnitee’s written request for
indemnification pursuant to Section 9(c)(ii) and such Determination shall be made either (i) by the Disinterested Directors
(as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that such Determination be made
by Independent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s sole discretion,
by Independent Counsel in a written opinion to the Company and Indemnitee. If a Determination is made that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within five (5) business days after such Determination. Indemnitee
shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors
or Independent Counsel, as the case may be, making such determination shall be advanced and borne by the Company (irrespective
of the Determination as to Indemnitee’s entitlement to indemnification) and the Company is liable to indemnify and hold Indemnitee
harmless therefrom. If the person, persons or entity empowered or selected under this Section 9(d) to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within twenty (20) days after receipt by the Company of
the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited
by law, 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 twenty (20) day period may be extended for a reasonable time, not to exceed
an additional twenty (20) days, if the person, persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto;
and provided, further, that the foregoing provisions of this Section 9(d) shall not apply if the determination of entitlement
to indemnification is to be made by Independent Counsel pursuant to Section 9(e).


 


(e)        Independent
Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d)
of this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel shall
be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which event
the Board of Directors shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 9(e)),
and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company or Indemnitee of
the identity of the Independent Counsel so selected. The Company or Indemnitee, as the case may be, may, within five (5) days
after such written notice of selection shall have been received, deliver to Indemnitee or the Company, 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 15 of
this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If a written objection is 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 of competent jurisdiction
has determined that such objection is without merit. If, within ten (10) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment of Independent
Counsel has been made, no Independent Counsel shall have been selected and not objected to, 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/or for the appointment as Independent Counsel of a person selected by
the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 9(d) of this Agreement. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 9(f) of this Agreement, Independent Counsel shall be discharged
and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).
Any expenses incurred by or in connection with the appointment of Independent Counsel shall be borne by the Company (irrespective
of the Determination of Indemnitee’s entitlement to indemnification) and not by Indemnitee.


 






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(f)        Consequences
of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge a Favorable Determination.
If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances
of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge such
Adverse Determination and/or to require the Company to make such payments or advances (and the Company shall have the right to
defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled to
be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced by the Company
in accordance with Section 8 of this Agreement. If Indemnitee fails to challenge an Adverse Determination within twenty (20) business
days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final judgment of
a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required by such
Adverse Determination or final judgment, the Company shall not be obligated to indemnify Indemnitee under this Agreement.


 


Section 10. Presumptions; Burden
and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any Determination
with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:


 


(i)        it
will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
and the Company will have the burden of proof to overcome that presumption in connection with the making any determination contrary
to that presumption;


 


(ii)        the
termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, 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, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that Indemnitee’s conduct was unlawful;


 


(iii)        Indemnitee
will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company,
including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the Board
of Directors of the Company, or on the advice of legal counsel or other advisors (including financial advisors and accountants)
for the Company or on information or records given in reports made to the Company by an independent certified public accountant
or by an appraiser or other expert or advisor selected by the Company; and


 






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(iv)        the
knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company will not be imputed to
Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.


The provisions of this Section 10
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.


 


Section 11. Remedies of Indemnitee.


 


(a)        Subject
to Section 11(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
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9
of this Agreement within twenty (20) days after receipt by the Company of the request for indemnification, (iv) payment
of indemnification is not made pursuant to Section 4, 5 or 6 of this Agreement within ten (10) days after receipt by
the Company of a written request therefor, (v) payment of indemnification pursuant to Section 2, 3 or 8 of this Agreement
is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in
the event that the Company or any other person takes or threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided
or intended to be provided to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s
entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s option, may seek
an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)        In
the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 11 shall be conducted in all
respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 11 the Company shall have the
burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


(c)        If
a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 11,
absent (i) proof of 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.


 


(d)        The
Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 11 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.
It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees
or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement
by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended
to the Indemnitee hereunder. The Company shall, to the fullest extent permitted by law, 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 therefor)
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 advancement of Expenses from the Company under this Agreement or under
any directors’ and officers’ liability insurance policies maintained by the Company if, in the case of indemnification,
Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then
such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted by
law, whichever is greater.


 






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


 


Section 12. Non-exclusivity; Survival
of Rights; Insurance; Subrogation.


 


(a)        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 Certificate of Incorporation, the Bylaws,
any agreement, a vote of stockholders or 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 Indemnitee in Indemnitee’s Corporate Status prior to such amendment, alteration or repeal. 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 Bylaws, Certificate of Incorporation and this Agreement, it is the intent of the parties
hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
right or remedy.


 


(b)        To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of any Marker Entity, 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 such director, officer, employee or agent 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 of such claim or of the commencement of a Proceeding, as the case may
be, to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all
necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such
Proceeding in accordance with the terms of such policies. The Company shall continue to provide such insurance coverage to Indemnitee
for a period of at least ten (10) years after Indemnitee ceases to serve as a director or an officer or in any other Corporate
Status.


 


(c)        In
the event of any payment made by the Company 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.


 


(d)        The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement
is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 






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(e)        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, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company,
partnership, joint venture, trust or other enterprise.


 


Section 13. Duration of Agreement;
Successors.


 


(a)        This
Agreement shall continue until and terminate upon the later of: (i) ten (10) years after the date that Indemnitee shall have
ceased to serve as a director, officer, employee or agent of the Company or, at the request of the Company, as a director, officer,
employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise or (ii) one (1)
year after the final termination of any Proceeding 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 11 of this Agreement
relating thereto. For the avoidance of doubt, this Agreement shall provide for rights of indemnification and advancement of Expenses
as set forth herein for any event or occurrence related to Indemnitee’s service for the Company, regardless of whether such
events or occurrences occurred before or after the date of this Agreement.


 


(b)        The
indemnification and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and
be enforceable by the parties hereto and their respective 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), shall continue
as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company or of any other Marker Entity, and
shall inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all or substantially all of the business or assets of the Company, by written agreement, in form
and substance reasonably satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform if no such succession had taken place.


 


Section 14. Severability. 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; (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.


 






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Section 15. Definitions. For purposes
of this Agreement:


 


(a) “Corporate Status”
describes the status of a person by reason of such person’s past, present or future service as a director, officer, employee,
fiduciary, trustee, or agent of the Company (including, without limitation, one who serves at the request of the Company as a director,
officer, employee, fiduciary, trustee or agent of any other Marker Entity).


 


(b) “Determination”
means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is
proper in the circumstances because Indemnitee met a/the particular standard(s) of conduct (a “Favorable Determination”)
or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because
Indemnitee met a/the particular standard(s) of conduct (an “Adverse Determination”). An Adverse Determination
shall include the decision that a Determination was required in connection with indemnification and the decision as to the applicable
standard of conduct.


 


(c) “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 and does not otherwise have an interest materially adverse to any interest of the Indemnitee.


 


(d) “Expenses” shall
mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without
limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness
fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
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, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness, in,
or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the premium
for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection
with or in respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’
fees and all other expenses incurred by or on behalf of Indemnitee in connection with preparing and submitting any requests or
statements for indemnification, advancement, contribution or any other right provided by this Agreement. Expenses, however, shall
not include amounts of judgments or fines against Indemnitee.


 


(e) “Independent Counsel”
means, at any time, any law firm, or a member of a law firm, that (a) is experienced in matters of corporation law and (b) is
not, at such time, or has not been in the five years prior to such time, retained to represent: (i) any Marker Entity or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or
of other indemnities under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a
claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not
include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The
Company agree to pay the reasonable fees and expenses 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 and to be jointly and severally liable therefor.


 


(f) “Marker Entity”
means the Company, any of its subsidiaries and any other corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise with respect to which Indemnitee serves as a director, officer, employee, partner, representative,
fiduciary, trustee, or agent, or in any similar capacity, at the request of the Company.


 






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(g) “Proceeding” includes
any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation (formal
or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether brought
by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative in nature, in which
Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate Status
or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director, officer,
employees, fiduciary, trustee or agent of any Marker Entity (in each case whether or not he is acting or serving in any such capacity
or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be
provided under this Agreement). If the Indemnitee believes in good faith that a given situation may lead to or culminate in the
institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 


Section 16. Construction. Whenever
required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include the singular,
and all words herein in any gender shall be deemed to include (as appropriate) the masculine, feminine and neuter genders.


 


Section 17. Reliance. The Company
expressly confirm and agree that they have entered into this Agreement and assumed the obligations imposed on each of them hereby
in order to induce Indemnitee to serve as a director and/or an officer of one or more of the Company, and the Company acknowledge
that Indemnitee is relying upon this Agreement in serving as a director and/or an officer of one or more of the Company.


 


Section 18. Modification and Waiver.
No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified as such by
all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including the right
to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party, and 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.


 


Section 19. Notice Mechanics. All
notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,
(ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is
so mailed, (iii) mailed by reputable overnight courier and receipted
for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission, with
receipt of oral confirmation that such transmission has been received:


 


	 	(a)	If to Indemnitee to: 


 


[___________________]


  



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	 	(b)	If to the Company, to: 


 


Marker
Therapeutics, Inc.


5
West Forsyth Street


Suite
200


Jacksonville,
FL 32202


 


or to such other address as may have been furnished (in the
manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee
to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee.


 


Section 20. Contribution. To the
fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, 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 other directors, officers, employees and agents) and Indemnitee in connection with such event(s)
and/or transaction(s).


 


Section 21. Governing Law; Submission
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 Court of Chancery 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.


 


Section 22. 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.


 


Section 23. Counterparts. This Agreement
may be executed in one or more 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.


 


 


[Remainder of Page Intentionally Blank]
 


 




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


 


	 	Company:
	 	 
	 	MARKER THERAPEUTICS, INC.
	 	 
	 	By:	                    
	 	Name:
	 	Title:
	 	 
	 	 
	 	Indemnitee:
	 	 	 
	 	By:	         
	 	Name:   [______________] 


  


 


[Signature Page to Indemnification Agreement] 







 






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