Exhibit
10.1


 


ACCUSTEM
SCIENCES, Inc.


 


INDEMNIFICATION
AGREEMENT 


 


This
INDEMNIFICATION AGREEMENT (“Agreement”) is made as of ____ by and between Accustem Sciences, Inc., a Delaware corporation
(the “Company”), and ______ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements
between the Company and Indemnitee covering the subject matter of this Agreement.


 


RECITALS



 


WHEREAS,
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 of the Company (the “Board”) 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
from certain liabilities. The By-Laws (the “By-Laws”) of the Company 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 By-Laws
and the Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the board of directors, officers and other
persons with respect to indemnification;


 


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


 


WHEREAS,
the Board 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 to contractually 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 By-Laws and the 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;


 


WHEREAS,
Indemnitee does not regard the protection available under the By-Laws and insurance as adequate in the present circumstances, and
may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such
capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the
condition that he be so indemnified; and


 




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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 to the Company. Indemnitee agrees to continue to serve as an officer of the Company. 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 keep Indemnitee in such position. This Agreement shall not
be deemed an employment contract between the Company and Indemnitee. Indemnitee specifically acknowledges that Indemnitee’s employment
with the Company, 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, other applicable formal severance
policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation,
the By-Laws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve
as an officer of the Company.


 


Section
2. Definitions. As used in this Agreement:


 


(a)
References to “agent” shall mean any person who is or was a director, officer, or employee of the Company or other
person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer,
employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other
Enterprise at the request of, for the convenience of, or to represent the interests of the Company.


 


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


 


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


 


(ii) Change
in Board. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals
who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who has
entered into an agreement with the Company to effect a transaction described in Sections 2(b)(i), 2(b)(iii) or 2(b)(iv)) whose election
by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the period or whose election or nomination for election
was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;


 


(iii) Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the
combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and
with the power to elect at least a majority of the board of directors or other governing body of such surviving entity;


 


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


 




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(v) Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined below), whether
or not the Company is then subject to such reporting requirement.


 


For
purposes of this Section 2(b), the following terms shall have the following meanings:


 


(A) “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


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


 


(C) “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner
shall exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the
Company with another entity.


 


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


 


(d) “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.


 


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


 


(f) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, arbitrator’s
fees, mediator’s fees, 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. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including
without limitation the premium, security for, and other costs relating to any cost bond or other appeal bond or its equivalent, and (ii)
for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of
Indemnitee’s rights under this Agreement, by litigation or otherwise. The parties agree that for the purposes of any advancement
of Expenses for which Indemnitee has made written demand to the Company in accordance with this Agreement, all Expenses included in such
demand that are certified by affidavit of Indemnitee’s counsel as being reasonable shall be presumed conclusively to be reasonable.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 




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(g) “Independent
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 the Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. The Company agrees to pay the reasonable fees 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.


 


(h) The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, claim, allegation, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative legislative, or investigative
(formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will be involved as a party, potential party,
non-party witness or otherwise by reason of the fact that Indemnitee is or was a director or officer of the Company, by reason of any
action taken (or failure to act) by him or of any action (or failure to act) on his or her part while acting as director or officer of
the Company, or by reason of the fact that he is or was serving at the request of the Company, including prior to the date of this Agreement,
as a director, officer, trustee, general partner, managing member, fiduciary, employee or agent of another corporation, limited liability
company, partnership, joint venture, trust or other enterprise, in each case whether or not serving in such capacity at the time any
liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.
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.


 


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


 


Section
3. Indemnity in Third-Party Proceedings. 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, other than a Proceeding by or
in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest
extent permitted by applicable law against all Expenses, 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 his or her behalf in connection with such Proceeding or any claim, issue or matter
therein, if Indemnitee acted in good faith and in a manner he 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 his or her 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 By-Laws, vote
of the Company’s stockholders or disinterested directors or applicable law.


 




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Section
4. Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent
permitted by applicable law against all Expenses actually and reasonably incurred by him/her or on his/her behalf in connection with
such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he 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 4 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 of Chancery or any court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled
to indemnification.


 


Section
5. Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this
Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and
is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall indemnify Indemnitee 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 him in connection therewith. If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the
Company shall indemnify Indemnitee against all Expenses, 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 him/her or on his/her behalf in connection with or related to each successfully resolved claim, issue
or matter to the fullest extent permitted by law. For purposes of this Section 5 and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, or a settlement of such claim, issue or matter (with or
without payment of money or consideration), or a plea of nolo contendere shall be deemed to be a successful result as to such
claim, issue or matter.


 


Section
6. Indemnification For Expenses of a Witness. 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 his/her Corporate Status, a witness or otherwise asked
to participate in any Proceeding to which Indemnitee is not a party, he/she shall be indemnified against all Expenses ()actually and
reasonably incurred by him/her or on his/her behalf in connection therewith.


 


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


 


Section
8. Additional Indemnification. 


 


(a) Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee
is a party to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure
a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement (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 in connection with the Proceeding.


  




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(b) For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted
by applicable law” shall include, but not be limited to:


 


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


 


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


 


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


 


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


 


(b) for
(i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law or
common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation
or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange
Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(c) except
as provided in Section 14(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 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
10. Advances of Expenses; Settlement. In accordance with Section 3 of Article XI of the By-Laws, and notwithstanding any provision
of this Agreement to the contrary, the Company shall advance, to the extent not prohibited by law, the 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) incurred by Indemnitee in connection with any Proceeding, 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. 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 10 shall not apply to any claim made by Indemnitee for which indemnity
is excluded pursuant to Section 9. 



The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expense, judgment, fine, penalty
or limitation on Indemnitee without Indemnitee’s prior written consent.


 




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Section
11. Procedure for Notification and Defense of Claim. 


 


(a) Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of
Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The written notification
to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding. 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 following the final disposition of such action, suit or proceeding. The omission by Indemnitee to notify
the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise than under
this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.
The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification.


 


(b) The
Company will be entitled to participate in the Proceeding at its own expense.


 


Section
12. Procedure Upon Application for Indemnification. 


 


(a) Upon
written request by Indemnitee for indemnification pursuant to Section 11(a), a determination with respect to Indemnitee’s entitlement
thereto shall be made in the specific case by one of the following four methods, which shall be at the election of the Board: (i) if
a Change in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee; or (ii) if a Change in Control shall not have occurred, the Board may elect one of the following: (A) by a majority vote
of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by
a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (C) if there are no such Disinterested Directors
or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered
to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within ten (10) 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 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.


 




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(b) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him or her of the identity of
the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee
shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been received, deliver
to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such
objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such
assertion. Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is
so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is
withdrawn or a court has determined that such objection is without merit. If, within twenty (20) days after the submission by Indemnitee
of a written request for indemnification pursuant to Section 11(a) hereof, 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 12(a) hereof. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 14(a) 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).


 


Section
13. Presumptions and Effect of Certain Proceedings. 


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee
has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to the fullest
extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person, persons
or entity of any determination contrary to that presumption. 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 the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) Subject
to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed
to have been made and Indemnitee shall be entitled to such indemnification, absent (i) an intentional misstatement by Indemnitee of a
material fact, or an intentional 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 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
13(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section
12(a) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board
has resolved to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within
seventy-five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called
within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within
sixty (60) days after having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification
is to be made by Independent Counsel pursuant to Section 12(a) of this Agreement.


 




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


 


(d) Reliance
as Safe Harbor. For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s
action is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information
or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected
with the reasonable care by the Enterprise. The provisions of this Section 13(d) shall not be deemed to be exclusive or to limit in any
way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.


 


(e) Actions
of Others. The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall
not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section
14. Remedies of Indemnitee. 


 


(a)  Subject to Section 14(e), in the event that (i) a determination is made pursuant to Section
12 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely
made pursuant to Section 10 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant
to Section 12(a) of this Agreement within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment
of indemnification is not made pursuant to Section 5, 6 or 7 or the last sentence of Section 12(a) of this Agreement within ten (10)
days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 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 his entitlement
to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at his or her 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. Indemnitee
shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the date on which Indemnitee
first has the right to commence such proceeding pursuant to this Section 14(a); provided, however, that the foregoing clause
shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The
Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 




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(b) In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 14 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 14 the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be. If Indemnitee commences a judicial proceeding or arbitration pursuant to this Section
14, Indemnitee shall not be required to reimburse the Company for any advances pursuant to Section 10 until a final determination is
made with respect to Indemnitee’s entitlement to indemnification (as to which all rights of appeal have been exhausted or lapsed).


 


(c) If
a determination shall have been made pursuant to Section 12(a) 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 14, absent
(i) an intentional misstatement by Indemnitee of a material fact, or an intentional 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 14 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 Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying
claims, then such indemnification and advancement shall be only to the extent Indemnitee is successful on such underlying claims or otherwise
as permitted by law, whichever is greater.


 


(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
15. 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 By-Laws, 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 such Indemnitee in his 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 By-Laws, the 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.


 






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(b) The
Company shall use its best efforts to maintain an insurance policy or policies providing liability insurance for directors and officers
in effect at all times. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors,
officers, employees, or agents of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise which 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 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.


 


(c) 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.


 


(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.


 


(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, 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, employee benefit plan or other enterprise.


 


Section
16. Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the
date that Indemnitee shall have ceased to serve as an officer of the Company or as a director, officer, trustee, partner, managing member,
fiduciary, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which
Indemnitee served at the request of the Company; or (b) one (1) year after the final termination of any Proceeding (including any rights
of appeal thereto) 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 14 of this Agreement relating thereto. This Agreement shall be binding
upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his/her heirs, executors and administrators.


 


Section
17. 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 and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform
to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to
the intent manifested thereby.


 




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Section
18. Enforcement. 


 


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


 


(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; provided,
however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the By-Laws and applicable law,
and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


(c) The
indemnification and advancement of expenses provided by or granted pursuant to this Agreement shall apply to Indemnitee’s service
as an officer, director or key employee of the Company prior to the date of this Agreement.


 


(d) The
indemnification and advancement of expenses provided by or granted pursuant to this Agreement shall continue as to a person who has ceased
to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.


 


Section
19. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless it specifically
states the intent of both parties hereto to supplement the terms herein and is executed in writing by the parties thereto. No waiver
of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor
shall any waiver constitute a continuing waiver.


 


Section
20. Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing 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 covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the
Company of any obligation which it may have to the Indemnitee under this Agreement or otherwise.


 


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


 


(i) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to
the Company.


 


(ii) If
to the Company to


 


Chief
Executive Officer





Accustem
Sciences, Inc.


 


or
to any other address as may have been furnished in writing to Indemnitee by the Company.


 




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Section
22. Contribution.


 


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


 





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


 





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


 





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





 




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Section
23. Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed
by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except
with respect to any arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby
irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the 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, (b) 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, (c) appoint, to the extent such party
is not otherwise subject to service of process in the State of Delaware, irrevocably The Corporation Service Company, 2711 Centerville
Road, City of Wilmington, County of New Castle, Delaware 19808 as its agent in the State of Delaware as such party’s agent for
acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity
as if served upon such party personally within the State of Delaware, (d) waive any objection to the laying of venue of any such action
or proceeding in the Delaware Court, and (e) 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
24. Identical 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. Only one such counterpart signed by
the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Section
25. Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings 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.


 




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IN
WITNESS WHEREOF, the parties have caused this Agreement to be signed as of the day and year first above written.


 


	 	ACCUSTEM SCIENCES, Inc. 
	 		                 
	 	By:	
	 	Title:	CEO
	 	 
	 	Indemnitee
	 	 
	 	Address:
	 	 
	 	 
	 	 
	 	 


 




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