Exhibit 10.1 


 


INDEMNIFICATION AGREEMENT 


 


This Indemnification Agreement
(“Agreement”) is made as of                  ,
20     by and between Intensity Therapeutics, Inc., a Delaware corporation (the “Company”), and
                    , [a member
of the Board of Directors/ an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous
Agreements between the Company and Indemnitee covering indemnification and advancement.


 


RECITALS


 


WHEREAS, the Board of Directors
of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations
as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification
and advancement of expenses 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 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 Amended and Restated Bylaws of the Company (the “Bylaws”)
and the Amended and Restated 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 and advancement of expenses;


 


WHEREAS, the uncertainties
relating to such insurance, to indemnification, and to advancement of expenses may increase 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 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 is not
a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee does
not regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate in the present circumstances,
and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company
desires Indemnitee to serve or continue 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 Indemnitee be so indemnified and be advanced expenses.


 






     


     


    

 


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 serve as a [director/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). This Agreement does not
create any obligation on the Company to continue Indemnitee in such position and is not an employment contract between the Company (or
any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2. Definitions.
As used in this Agreement:


 


(a) “Agent” means
any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise, respectively.


 


(b) A “Change in Control”
occurs 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 fifteen percent (15%) or more of the combined voting power of the Company’s then outstanding securities
unless the change in relative beneficial ownership of the Company’s securities by any Person results solely from a reduction in
the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;


 


ii. Change in Board of Directors.
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 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 50% of the combined voting power
of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and with the power to elect
at least a majority of the board of directors or other governing body of such surviving entity;


 


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


 


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.


 


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


 


	 	1	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time. 


 






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	 	2	“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Person excludes (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. 


 


	 	3	“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner excludes 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 acting as a director, officer, employee, fiduciary, or Agent of the Company or an Enterprise.


 


(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”
means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which
Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.


 


(f) “Expenses”
includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals, witness
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 include (i) Expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation
the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or 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 in the good faith judgment of such counsel will
be presumed conclusively to be reasonable. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of
judgments or fines against Indemnitee.


 


(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” does 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.


 


(h) “Potential Change
in Control” means the occurrence of any of the following events: (i) the Company enters into any written or oral agreement,
undertaking or arrangement, the consummation of which would result in the occurrence of a Change in Control; (ii) any Person or the
Company publicly announces an intention to take or consider taking actions which if consummated would constitute a Change in Control;
(iii) any Person who becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 5% or more of
the combined voting power of the Company’s then outstanding securities entitled to vote generally in the election of directors increases
his beneficial ownership of such securities by 5% or more over the percentage so owned by such Person on the date hereof; or (iv) the
Board adopts a resolution to the effect that, for purposes of this Agreement, a Potential Change in Control has occurred.


 






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(i) The term “Proceeding”
includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate dispute
resolution mechanism, 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 Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to
take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s
Corporate Status, 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. A Proceeding also includes a situation the Indemnitee
believes in good faith may lead to or culminate in the institution of a Proceeding.


 


Section 3. Indemnity
in Third-Party Proceedings. The Company will 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, the Company will indemnify Indemnitee 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.


 


Section 4. Indemnity
in Proceedings by or in the Right of the Company. The Company will 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, the Company will indemnify Indemnitee 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. The Company will not indemnify Indemnitee for Expenses under this Section 4
related to any claim, issue or matter in a Proceeding for which Indemnitee has 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 determines upon application
by Indemnitee 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, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee
in connection with any Proceeding the extent that Indemnitee is successful, on the merits or otherwise. 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 will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
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, will 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 and to the fullest extent permitted by applicable
law, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with any Proceeding to which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee,
or otherwise asked to participate.


 


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 will indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.


 






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Section 8. Additional
Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the fullest extent
permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the
date of this Agreement that expand the Company’s ability to indemnify its officers and directors) 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).


 


Section 9. Exclusions.
Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment
to Indemnitee in connection with any Proceeding:


 


(a) for which payment has
actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to the extent provided
in Section 16(b) and 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, (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 (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation
recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy
adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or


 


(c) 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 Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification
or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14 of this Agreement,
(ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) 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.


 


(a) The Company will 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 (or any part of any Proceeding) initiated by Indemnitee if (i) the Proceeding or part
of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from the Company or Enterprise,
including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding (or any part of any Proceeding)
prior to its initiation. The Company will advance the Expenses 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.


 


(b) Advances will be unsecured
and interest free. 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, thus Indemnitee qualifies for advances upon the execution of this Agreement
and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The Company will make
advances 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.


 


Section 11. Procedure
for Notification of Claim for Indemnification or Advancement.


 


(a) Indemnitee will notify
the Company in writing of any Proceeding 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. Indemnitee will include in the written
notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide 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 Proceeding. Indemnitee’s failure to notify the Company will
not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying the Company
will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly upon receipt
of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification or advancement.


 






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


 


Section 12. Procedure
Upon Application for Indemnification.


 


(a) Unless a Change of Control
has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:


 


i. by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board;


 


ii. by a committee of Disinterested
Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


 


iii. if there are no such
Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel selected by
the Board; or


 


iv. if so directed by the
Board, by the stockholders of the Company.


 


(b) If a Change in Control
has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written opinion provided by Independent
Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).


 


(c) The party selecting Independent
Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice of the selection to the other
party. The notified party may, within ten (10) days after receiving written notice of the selection of Independent Counsel, deliver
to the selecting party 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 will set forth with particularity the factual basis of such assertion. Absent a
proper and timely objection, the person so selected will 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 the Delaware
Court has determined that such objection is without merit. If, within thirty (30) days after the later of submission by Indemnitee
of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, Independent
Counsel has not been selected or, if selected, any objection to has not been resolved, either the Company or Indemnitee may petition the
Delaware Court for the appointment as Independent Counsel of a person selected by such court or by such other person as such court designates.
Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel
will be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).


 


(d) Indemnitee will cooperate
with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged or
otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. The
Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification
determination irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies
and agrees to hold Indemnitee harmless therefrom. The Company promptly will advise Indemnitee in writing of the determination that Indemnitee
is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and
providing a copy of any written opinion provided to the Board by Independent Counsel.


 






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(e) If it is determined that
Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within thirty (30) days after such determination.


 


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 will, to the fullest
extent not prohibited by law, presume 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 will, to the fullest extent not prohibited
by law, have the burden of proof to overcome that presumption. Neither the failure of the Company (including by its directors or Independent
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 Counsel) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action
or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b) If the determination
of the Indemnitee’s entitlement to indemnification has not been made pursuant to Section 12 within sixty (60) days after
the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a) and (ii) the
final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”), the requisite
determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee
will 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. The Determination 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, the Determination Period may be extended an additional fifteen (15) days if the determination of
entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a)(iv) of this Agreement.


 


(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, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee
to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful.


 


(d) For purposes of any determination
of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on the records or books of account of the
Company, its subsidiaries, or an Enterprise, including financial statements, or on information supplied to Indemnitee by the directors
or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, or on the advice of legal counsel for the
Company, its subsidiaries, or an Enterprise or on information or records given or reports made to the Company or an Enterprise by an independent
certified public accountant or by an appraiser, financial advisor or other expert selected with reasonable care by or on behalf of the
Company, its subsidiaries, or an Enterprise. Further, Indemnitee will be deemed to have acted in a manner “not opposed to the best
interests of the Company,” as referred to in this Agreement if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the best interests of the participants and beneficiaries of an employee benefit plan. The provisions of this Section 13(d)
is not exclusive and does not 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) The knowledge and/or
actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, Agent or employee of the Enterprise
may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this Agreement.


 






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Section 14. Remedies
of Indemnitee.


 


(a) Indemnitee may commence
litigation against the Company in the Delaware Court of Chancery to obtain indemnification or advancement of Expenses provided by this
Agreement 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) the Company does not advance Expenses pursuant to Section 10 of this Agreement,
(iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination
Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d)
of this Agreement within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not
indemnify Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within thirty (30) 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. 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. Indemnitee must commence such Proceeding seeking an adjudication or an award
in arbitration within one hundred and eighty (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 does not apply in respect of
a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement. The Company will not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b) If a determination is
made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial, or arbitration, on the merits
and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration commenced pursuant
to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses,
as the case may be and will not introduce evidence of the determination made pursuant to Section 12 of this Agreement.


 


(c) If a determination is
made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination
in any judicial proceeding or arbitration commenced pursuant to this Section 14, 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.


 


(d) The Company is, to the
fullest extent not prohibited by law, 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 will stipulate in any such court or
before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e) 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,
to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written request therefor)
advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s
right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability
insurance policies maintained by the Company, and will indemnify Indemnitee against any and all such Expenses unless the court determines
that each of the Indemnitee’s claims in such Proceeding were made in bad faith or were frivolous or are prohibited by law.


 


Section 15. [Reserved].


 






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Section 16. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The indemnification and
advancement of Expenses provided by this Agreement are not 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. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted by any amendment,
alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s Corporate
Status occurring prior to any amendment, alteration or repeal of this Agreement. 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, or this Agreement, it is the intent of the parties hereto that Indemnitee 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 is 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, will not prevent
the concurrent assertion or employment of any other right or remedy.


 


(b) The Company hereby acknowledges
that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided by one or more other Persons
with whom or which Indemnitee may be associated. The relationship between the Company and such other Persons, other than an Enterprise,
with respect to the Indemnitee’s rights to indemnification, advancement of Expenses, and insurance is described by this subsection,
subject to the provisions of subsection (d) of this Section 16 with respect to a Proceeding concerning Indemnitee’s Corporate
Status with an Enterprise.


 


i. The Company hereby acknowledges
and agrees:


 


1) the Company is the indemnitor
of first resort with respect to any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning
any Proceeding arising from or related to Indemnitee’s Corporate Status with the Company;


 


2) the Company is primarily
liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding arising from or related to
Indemnitee’s Corporate Status, whether created by law, organizational or constituent documents, contract (including this Agreement)
or otherwise;


 


3) any obligation of any
other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance Expenses to Indemnitee in respect
of any proceeding are secondary to the obligations of the Company’s obligations;


 


4) the Company will indemnify
Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided herein without regard to any rights Indemnitee
may have against any other Person with whom or which Indemnitee may be associated or insurer of any such Person; and


 


ii. the Company irrevocably
waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated from any claim of contribution,
subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts paid by the Company
to Indemnitee pursuant to this Agreement.


 


iii. In the event any other
Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or loss for Indemnitee,
the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable by the
Company or its insurers under this Agreement. In no event will payment by any other Person with whom or which Indemnitee may be associated
or their insurers affect the obligations of the Company hereunder or shift primary liability for the Company’s obligation to indemnify
or advance of Expenses to any other Person with whom or which Indemnitee may be associated.


 


iv. Any indemnification
or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated is specifically in excess over
the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but not limited to
any malpractice insurance or professional errors and omissions insurance) provided by the Company.


 






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(c) To the extent that the
Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or Agents of the Company,
the Company will obtain a policy or policies covering Indemnitee to the maximum extent of the coverage available for any such director,
officer, employee or Agent under such policy or policies, including coverage in the event the Company does not or cannot, for any reason,
indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of a notice of a claim pursuant
to this Agreement, the Company has director and officer liability insurance in effect, the Company will 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 will 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. Indemnitee agrees to assist the Company
efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including selection of approved panel
counsel, if required.


 


(d) The Company’s obligation
to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate Status with an Enterprise
will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from such Enterprise. The
Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort with respect to indemnification
and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise. The
Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations the Enterprise or its insurers
owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from an Enterprise indemnification
and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status with such Enterprise.


 


(e) In the event of any payment
made by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee from any Enterprise or insurance carrier. Indemnitee will 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.


 


Section 17. Duration
of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee
ceases to have a Corporate Status or (b) 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 14 of this Agreement relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant
to this Agreement are 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), continue as to an Indemnitee who has ceased to be a director, officer, employee or Agent of the Company or of any other
Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and administrators
and other legal representatives.


 


Section 18. Severability.
If any provision or provisions of this Agreement is 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) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions will 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) will be construed so as to give effect to the intent manifested thereby.


 


Section 19. Interpretation.
Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification
and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted
by law for indemnification and advancement in excess of that expressly provided, without limitation, by the Certificate of Incorporation,
the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.


 






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Section 20. 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
or continuing to serve 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 Bylaws and applicable law, and is not a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 21. Modification
and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto.
No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other provisions of this Agreement
nor will any waiver constitute a continuing waiver.


 


Section 22. 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 does not relieve the Company of any obligation which
it may have to the Indemnitee under this Agreement or otherwise.


 


Section 23. Notices.
All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been duly given
if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by
facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:


 


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


 


(b) If to the Company to:


 


	 	 	 	 	 
	 	 	Name:	 	Intensity Therapeutics, Inc.
	 	 	Address:	 	
    61 Wilton Road, 3rd Floor

    Westport, CT 06880

	 	 	Attention:	 	
	 	 	Email:	 	 


 


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


 


Section 24. 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, will 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 directors, officers,
employees and Agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 






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Section 25. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are 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
(i) agree that any action or Proceeding arising out of or in connection with this Agreement may be brought only in the Delaware Court
of Chancery and not in any other state or federal court in the United States of America or any court in any other country, (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 26. Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original
but all of which together constitutes 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 27. Headings.
The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or 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.


 


	INTENSITY THERAPEUTICS, INC.	 	INDEMNITEE
	 	 	 	 
	By:	 	 	 
	Name:	 	 	Name:	 
	Office:	 	 	Address:	 
	 	 	 	 	 
	 	 	 	 	 



 


 


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