Exhibit
4.10


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is made as of the ___ day of ____, 2022 and between TC BioPharm (Holdings) plc, a
company formed under the laws of Scotland, United Kingdom (“Company”), and ____ (the “Indemnitee”).


 


RECITALS


 


A.
The Indemnitee is to serve as an [officer, director, employee and/or agent] of the Company and/or the Company’s subsidiaries and
the Company desires the Indemnitee to serve in those capacities. The Indemnitee is willing, subject to certain conditions including,
without limitation, the execution and performance of this Agreement by the Company, to serve in those capacities.


 


B.
In addition to any other rights of indemnification to which the Indemnitee is entitled by reason of serving as an [officer, director,
employee and/or agent] of the Company or the Company’s subsidiaries, the Company may obtain, at its sole expense, insurance protecting
the Company and its subsidiaries and their respective officers, directors, employees and agents, including the Indemnitee, against certain
losses arising out of actual or threatened actions, suits, or proceedings to which such persons may be made or threatened to be made
parties. However, as a result of circumstances having no relation to, and beyond the control of, the Company and the Indemnitee, the
scope of that insurance may hereafter be reduced and there can be no assurance of the continuation or renewal of that insurance. A copy
of the Directors and Officers insurance policy will be given to each Indemnitee upon renewal and/or request. The Company will notify
the Indemnitee upon notification from the insurance company should the policy be cancelled or not renewed.


 


Accordingly,
and in order to induce the Indemnitee to continue to serve the Company and its subsidiaries, the Company and the Indemnitee agree as
follows:


 


(a)
Initial Indemnity. The Company shall indemnify the Indemnitee, if or when the Indemnitee is a party or is threatened to be made
a party to any threatened, pending or completed action, suit or proceeding (collectively, “Action”), whether civil, criminal,
administrative or investigative (other than an action by or in the right of the Company), by reason of the fact that the Indemnitee is
or was an officer, employee or agent of the Company or is or was serving at the request of the Company as a trustee, director, officer,
employee, member, manager or agent of a corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, or by reason of any action alleged to have been taken or omitted in any such
capacity, against (i) any and all reasonable costs, charges and expenses (including, without limitation, reasonable fees and expenses
of attorneys and/or others; all such costs, charges and expenses being herein jointly referred to as “Expenses”), and (ii)
any and all judgments, fines, damages, liabilities, losses, penalties and excise taxes and amounts paid in settlement of any such Action
(“Other Payments”), in each instance actually incurred or paid by the Indemnitee in connection with such Action including
any appeal of or from any judgment or decision, unless it is proved by clear and convincing evidence in a court of competent jurisdiction
that the Indemnitee’s action or failure to act involved an act or omission deliberately undertaken in a manner opposed to the best
interests of the Company. In addition, with respect to any criminal investigation, action or proceeding, the Company shall indemnify
the Indemnitee against Expenses and Other Payments unless the Indemnitee is determined, by a court of competent jurisdiction to
have had no reasonable cause to believe the Indemnitee’s conduct was lawful. The termination of any Action by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that
the Indemnitee did not satisfy the foregoing standards of conduct to the extent applicable thereto.


 




    	 



    	 



    

 


(b)
The Company shall indemnify the Indemnitee, if or when the Indemnitee is a party or is threatened to be made a party to any threatened,
pending, or completed Action by or in the right of the Company to procure a judgment in its favor, by reason of the fact that the Indemnitee
is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability
company, or a partnership, joint venture, trust, or other enterprise, against any and all Expenses actually and reasonably incurred by
the Indemnitee in connection with the defense or settlement of such Action or any appeal of or from any judgment or decision, unless
it is proved by clear and convincing evidence in a court of competent jurisdiction that the Indemnitee’s action or failure
to act involved an act or omission deliberately undertaken in a manner opposed to the best interests of the Company.


 


(c)
Any indemnification under Section 1(a) or 1(b) (unless ordered by a court) is to be made by the Company only as authorized in the specific
case upon a determination that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable
standard of conduct set forth in Section 1(a) or 1(b). The Company’s Board of Directors (or if same exists, a compensation / remuneration
committee appointed by the Board of Directors shall serve in such capacity) (the “Board”) shall authorize such indemnification
if the requisite determination has been made (i) by the Board by a majority vote of a quorum consisting of Directors who were not and
are not parties to or threatened with such action, suit, or proceeding, or (ii) if such a quorum of disinterested Directors is not available
or if a majority of such quorum so directs, in a written opinion by independent legal counsel (designated for such purpose by the Board)
that is not an attorney, or a firm having associated with it an attorney, that has been retained by or that has performed services for
the Company, or any person to be indemnified pursuant to such determination, within the five years preceding such determination, or (iii)
by the shareholders of the Company (the “Shareholders”), such approval to require the vote of holders of the majority of
Shareholders present at a meeting of the Shareholders called in accordance with the By-Laws at which a quorum is present, or (iv) by
a court in which such action, suit, or proceeding was brought.


 


(d)
To the extent that the Indemnitee has been successful on the merits or otherwise, including, without limitation, the dismissal of an
action without prejudice, and a plea of nolo contende•e in defense of any action, suit, or proceeding referred
to in Section 1(a) or 1(b), or in defense of any claim, issue, or matter therein, the Company shall indemnify the Indemnitee against
Expenses actually and reasonably incurred by the Indemnitee in connection therewith. Expenses actually and reasonably incurred by the
Indemnitee in defending any such action, suit or proceeding are to be paid by the Company as they are incurred in advance of the final
disposition of such action, suit, or proceeding under the procedure set forth in Section 4(b) hereof.


 




    	2



    	 



    

 


(e)
For purposes of this Agreement, references to “other enterprise” include any employee benefit plans; references to “fines”
include any excise taxes assessed on the Indemnitee with respect to any employee benefit plan; references to “serving at the request
of the Company” shall include any service as a director, trustee, officer, employee, or agent of the Company that imposes duties
on, or involves services by, the Indemnitee with respect to an employee benefit plan, its participants or beneficiaries; references to
the masculine shall include the feminine; references to the singular include the plural and vice versa; and if the Indemnitee
acted in good faith and in a manner the Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of
an employee benefit plan, the Indemnitee will be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to herein.


 


(f)
No amendment to the Articles and Memorandum of the Company (the “Articles and Memorandum”), or any amendment to any applicable
law (to the extent such amendment would be unconstitutional as applied to this Agreement), will deny, diminish, or encumber the Indemnitee’s
rights to indemnity pursuant to the Articles and Memorandum, the laws of Scotland or the United Kingdom, or any other applicable law
as applied to any act or failure to act occurring in whole or in part prior to the date (the “Effective Date”) upon which
the amendment becomes effective. In the event that the Company adopts any amendment to its Articles and memorandum or takes any other
action the effect of which is to deny, diminish, or encumber the Indemnitee’s rights to indemnity pursuant to the Articles and
Memorandum or applicable law, such amendment will apply only to acts or failures to act occurring entirely after the Effective Date thereof.


 


2.
Additional Indemnification. Without limiting any right that the Indemnitee may have pursuant to Section 1 hereof or any other
provision of this Agreement or the Articles and Memorandum, any applicable law, any policy of insurance, or otherwise, but subject to
any limitation on the maximum permissible indemnity that may exist under applicable law at the time of any request for indemnity hereunder
and subject to the following provisions of this Section 2, the Company shall indemnify the Indemnitee against any amount that the Indemnitee
is or becomes obligated to pay relating to or arising out of any claim made against the Indemnitee because of any act, failure to act,
or neglect or breach of duty, including any actual or alleged error, misstatement, or misleading statement, that the Indemnitee commits,
suffers, permits, or acquiesces in while acting in the Indemnitee’s capacity as a director, officer, employee or agent of the Company.
The payments that the Company is obligated to make pursuant to this Section 2 include, without limitation, any and all Other Payments
and any and all Expenses actually and reasonably incurred by the Indemnitee in connection therewith including any appeal of or from any
judgment or decision; provided, however, that the Company shall not be obligated under this Section 2 to make any payment in connection
with any claim against the Indemnitee:


 


(a)
to the extent of any fine or similar governmental imposition that the Company is prohibited by applicable law from paying that results
from a final, non-appealable order; or


 




    	3



    	 



    

 


(b)
to the extent based upon or attributable to the Indemnitee having actually realized a personal gain or profit to which the Indemnitee
was not legally entitled, including, without limitation, profit from the purchase and sale by the Indemnitee of equity securities of
the Company which is recoverable by the Company pursuant to Section 16(b) of the Securities Exchange Act of 1934, or profit arising from
transactions in publicly-traded securities of the Company that were effected by the Indemnitee in violation of Section 10(b) of the Securities
Exchange Act of 1934, or Rule 10b-5 promulgated thereunder.


 


A
determination as to whether the Indemnitee is entitled to indemnification under this Section 2 is to be made in accordance with Section
3(a) hereof. The Company shall pay the Expenses incurred by the Indemnitee in defending any claim to which this Section. 2. applies as
they are actually and reasonably incurred, in advance of the final disposition of such claim under the procedure set forth in Section
3(b) hereof.


 


3.
Certain Procedures Relating to Indemnification.


 


(a)
For purposes of pursuing the Indemnitee’s rights to indemnification under Section 3 hereof, the Indemnitee must (i) submit to the
Board a sworn statement of request for indemnification substantially in the form of Exhibit 1 attached hereto and made a part hereof
(the “Indemnification Statement”) averring that the Indemnitee is entitled to indemnification hereunder, and (ii) present
to the Company reasonable evidence of all amounts for which indemnification is requested. Submission of an Indemnification Statement
to the Board will create a presumption that the Indemnitee is entitled to indemnification hereunder, and the Company shall, within 60
calendar days after submission of the Indemnification Statement, make the payments requested in the Indemnification Statement to or for
the benefit of the Indemnitee, unless (x) within such 60-calendar-day period the Board resolves, by vote of a majority of the Directors
at a meeting at which a quorum is present, that the Indemnitee is not entitled to indemnification under Section 2 hereof, (y) such vote
is based upon clear and convincing evidence sufficient to rebut the foregoing presumption, and (z) the Indemnitee has received within
such period notice in writing of such vote, which notice must disclose with particularity the evidence upon which the vote is based.
The foregoing notice must be sworn to by all persons who participated in the vote and voted to deny indemnification. The provisions of
this Section 3(a) are intended to be procedural only and will not affect the right of Indemnitee to indemnification under Section 2 of
this Agreement so long as Indemnitee follows the prescribed procedure and any determination by the Board that Indemnitee is not entitled
to indemnification and any failure to make the payments requested in the Indemnification Statement will be subject to judicial review
by any court of competent jurisdiction.


 




    	4



    	 



    

 


(b)
For purposes of obtaining payments of Expenses in advance of final disposition pursuant to the second sentence of Section 1(d) or the
last sentence of Section 2 hereof, the Indemnitee must submit to the Company a verified request for advancement of Expenses substantially
in the form of Exhibit 2 attached hereto and made a part hereof (the “Undertaking”), averring that the Indemnitee has reasonably
incurred or will reasonably incur actual Expenses in defending an action, suit or proceeding referred to in Section 2(a) or 2(b) or any
claim referred to in Section 2, or pursuant to Section 6 hereof. Unless at the time of the Indemnitee’s act or omission at issue,
the Articles and Memorandum of the Company or applicable law prohibit such advances, the Indemnitee will be eligible to execute Part
A of the Undertaking by which the Indemnitee undertakes to (a) repay such amount if it is proved by clear and convincing evidence in
a court of competent jurisdiction that the Indemnitee’s action or failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and (b) reasonably
cooperate with the Company concerning the action, suit, proceeding or claim. In all cases, the Indemnitee will be eligible to execute
Part B of the Undertaking by which the Indemnitee undertakes to repay such amount if it ultimately is determined that the Indemnitee
is not entitled to be indemnified by the Company under this Agreement or otherwise. In the event that the Indemnitee is eligible to and
does execute both Part A and Part B of the Undertaking, the Indemnitee shall be required to repay the Expenses which are paid by the
Company pursuant thereto only if the Indemnitee is required to do so under the terms of both Part A and Part B of the Undertaking. Upon
receipt of the Undertaking, the Company shall thereafter promptly pay such Expenses of the Indemnitee as are noticed to the Company in
writing and in reasonable detail arising out of the matter described in the Undertaking. No security is required in connection with any
Undertaking.


 


4.
Limitation on Indemnity. Notwithstanding anything contained herein to the contrary, the Company is not required hereby to indemnify
the Indemnitee with respect to any Action that was initiated by the Indemnitee unless (i) such Action was initiated by the Indemnitee
to enforce any rights to indemnification arising hereunder and such person has been formally adjudged to be entitled to indemnity by
reason hereof, (ii) authorized by another agreement to which the Company is a party whether heretofore or hereafter entered, or (iii)
otherwise ordered by the court in which the suit was brought.


 


5.
Subrogation, Duplication of Payments.


 


(a)
In the event of payment under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery
of the Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including
the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


 


(b)
The Company will not be liable under this Agreement to make any payment in connection with any claim made against the Indemnitee to the
extent the Indemnitee has actually received payment (under any insurance policy, the Company’s Articles and Memorandum, any other
provision of this Agreement, or otherwise) of the amounts otherwise payable hereunder.


 




    	5



    	 



    

 


6.
Fees and Expenses of Enforcement. It is the intent of the Company that the Indemnitee not be required to incur the expenses associated
with the enforcement of the Indemnitee’s rights under this Agreement by litigation or other legal action because the cost and expense
thereof would substantially detract from the benefits intended to be extended to the Indemnitee hereunder. Accordingly, if it should
appear to the Indemnitee that the Company has failed to comply with any of its obligations under this Agreement or in the event that
the Company or any other person takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding
to deny, or to recover from, the Indemnitee the benefits intended to be provided to the Indemnitee hereunder, the Company irrevocably
authorizes the Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as hereafter
provided, to represent the Indemnitee in connection with the initiation or defense of any litigation or other legal action, whether by
or against the Company or any director, officer, shareholder, or other person affiliated with the Company, in any jurisdiction. Regardless
of the outcome thereof, the Company shall pay and be solely responsible for any and all costs, charges, and expenses, including without
limitation fees and expenses of attorneys and others, reasonably incurred by the Indemnitee pursuant to this Section 6.


 


7.
Merger or Consolidation. In the event that the Company becomes a constituent corporation in a consolidation, merger, or other
reorganization, the Company, if it will not be the surviving, resulting, or acquiring corporation therein, shall require as a condition
thereto that the surviving, resulting, or acquiring corporation assume, and acknowledge in a written instrument addressed to the Indemnitee
its assumption of, all of the obligations of the Company hereunder and to become obligated to indemnify the Indemnitee to the full extent
provided herein. Whether or not the Company is the resulting, surviving, or acquiring corporation in any such transaction, the Indemnitee
will stand in the same position under this Agreement with respect to the resulting, surviving, or acquiring corporation as the Indemnitee
would have with respect to the Company if its separate existence had continued.


 


8.
Non-exclusivity and Severability.


 


(a)
The rights to indemnification provided by this Agreement are not to be exclusive of any other rights of indemnification to which the
Indemnitee may be entitled under the Articles and Memorandum, any applicable statute, any insurance policy, agreement, or a vote of shareholders
or directors or otherwise, as to any actions or failures to act by the Indemnitee, and will continue after the Indemnitee has ceased
to be a director, officer, employee, or agent of the Company or other entity for which the Indemnitee’s service gives rise to a
right hereunder, and will inure to the benefit of the Indemnitee’s heirs, executors and administrators.


 


(b)
If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable,
or otherwise illegal, the remainder of this Agreement and the application of such provision to other persons or circumstances will not
be affected, and the provision so held to be invalid, unenforceable, or otherwise illegal is to be reformed to the extent (and only to
the extent) necessary to make it enforceable, valid and legal.


 


9.
Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without
giving effect to the principles of conflict of laws thereof.


 


10.
Modification. This Agreement and the rights and duties of the Indemnitee and the Company hereunder may be modified only by an
instrument in writing signed by both parties hereto.


 


11.
Ratification. The Company may, at its option, propose at any future meeting of Shareholders that this Agreement be ratified by
the Shareholders; provided, however, that the Indemnitee’s rights hereunder are fully enforceable in accordance with the
terms hereof whether or not such ratification is sought or obtained.


 




    	6



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.


 


	 	TC
    BIOPHARM (HOLDINGS) PLC
	 	 	                       
	 	By: 	 


 


Agreed
and Accepted this


________
day of ______________ 202_


 


_________________________________


 


[
_____]


 




    	7



    	 



    

 


Exhibit
I


 


INDEMNIFICATION
STATEMENT


 


	STATE
    OF	 	)
	 	 	 
	 	 	SS
	 	 	 
	COUNTY
    OF	 	)


 


I, ______________, being first duly sworn, do depose and say as follows:


 


1.
This Indemnification Statement is submitted pursuant to the Indemnification Agreement, dated _________, 20_____ , between TC BIOPHARM
(HOLDINGS) PLC, a company formed under the laws of Scotland, United Kingdom (the “Company”), and the undersigned.


 


2.
I am requesting indemnification against costs, charges, expenses (which may include fees and expenses of attorneys and/or others), judgments,
fines, and amounts paid in settlement (collectively, “Liabilities”), which have been actually and reasonably incurred by
me in connection with a claim referred to in Section 3 of the aforesaid Indemnification Agreement.


 


3.
With respect to all matters related to any such claim, I am entitled to be indemnified as herein contemplated pursuant to the aforesaid
Indemnification Agreement.


 


4.
Without limiting any other rights which I have or may have, I am requesting indemnification against Liabilities which have or may arise
out of ________________________.


 


	 	 
	 	[Signature
    of Indemnitee]


 


Subscribed
and sworn to before me, a Notary Public in and for said County and State, this ___ day of _______, 20____.


 


		[Seal]




 


My
commission expires the ___ day of ______, 20____.


 




    	 



    	 



    

 


Exhibit
2 


 


UNDERTAKING


 


	STATE
    OF	 	)
	 	 	)
    SS
	COUNTY
    OF	 	)


 


________________,
being first duly sworn, do depose and say as follows:


 


1.
This Undertaking is submitted pursuant to the Indemnification Agreement, dated _________, 20_____, between TC BIOPHARM (HOLDINGS) PLC,
a company formed under the laws of Scotland, United Kingdom (the “Company”), and the undersigned.


 


2.
I am requesting payment of costs, charges, and expenses which I have reasonably incurred or will reasonably incur in defending an action,
suit or proceeding, referred to in Section 2(a) or 2(b) or any claim referred to in Section 3, or pursuant to Section 7, of the aforesaid
Indemnification Agreement.


 


3.
The costs, charges, and expenses for which payment is requested are, in general, all expenses related to _______________________________.


 


4.
Part A.


 


I
hereby undertake to (a) repay all amounts paid pursuant hereto if it is proved by clear and convincing evidence in a court of competent
jurisdiction that my action or failure to act which is the subject of the matter described herein involved an act or omission undertaken
with deliberate intent to cause injury to the Company or undertaken with reckless disregard for the best interests of the Company and
(b) reasonably cooperate with the Company concerning the action, suit, proceeding or claim.


 


	 	 
	 	[Signature
    of Indemnitee]


 




    	 



    	 



    

 


4.
Part B


 


I
hereby undertake to repay all amounts paid pursuant hereto if it ultimately is determined that I am not entitled to be indemnified by
the Company under the aforesaid Indemnification Agreement or otherwise.


 


	 	 
	 	[‘Signature
    of Indemnitee]


 


Subscribed
and sworn to before me, a Notary Public in and for said County and State, this ___ day of , 20_____.


 


	 	 
	[Seal]	




 


My
commission expires the __ day of ______, ____.