INDEMNITY AGREEMENT This Indemnity Agreement (this " Agreement ") dated as of __________ ___, 2012, is made by and between ZIOPHARM Oncology, Inc. , a Delaware corporation (the " Company "), and __________ (" Indemnitee

Indemnity Agreement (this "Agreement") dated as of __________ ___, 2012, is made by and between ZIOPHARM

Oncology, Inc., a Delaware corporation (the "Company"), and __________ ("Indemnitee").

Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.

Company's Amended and Restated Certificate of Incorporation (as may be further amended or restated from time to time, the

"Certificate of Incorporation") and bylaws (as may be amended or restated from time to time, the "Bylaws")

require that the Company indemnify its directors, and empowers the Company to indemnify its officers, employees and agents, as

authorized by the Delaware General Corporation Law, as amended (the "DGCL"), under which the Company is organized

and the Certificate of Incorporation and Bylaws expressly provide that the indemnification provided therein is not exclusive and

contemplates that the Company may enter into separate agreements with its directors, officers and other persons to set forth specific

indemnification provisions.

does not regard the protection currently provided by applicable law, the Company's governing documents and available insurance

as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors, officers, employees

and agents of the Company may not be willing to serve or continue to serve in such capacities without additional protection.

Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company,

as the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.

is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if

Indemnitee is furnished the indemnity provided for herein by the Company.

Therefore, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to

be legally bound, hereby agree as follows:

For purposes of this Agreement, the term "agent" of the Company means any person who: (i) is or was a director,

officer, employee or other fiduciary of the Company or a subsidiary of the Company; or (ii) is or was serving at the request

or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company, as a director, officer,

employee or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

For purposes of this Agreement, the term "expenses" shall be broadly construed and shall include, without limitation,

all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys', witness, or

other professional fees and related disbursements, and other out-of-pocket costs of whatever nature), actually and reasonably incurred

by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification

under this Agreement, the DGCL or otherwise, and amounts paid in settlement by or on behalf of Indemnitee, but shall not include

any judgments, fines or penalties actually levied against Indemnitee for such individual's violations of law. The term "expenses"

shall also include reasonable compensation for time spent by Indemnitee for which he is not compensated by the Company or any subsidiary

or third party (i) for any period during which Indemnitee is not an agent, in the employment of, or providing services for compensation

to, the Company or any subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors

of the Company who are not parties to any action with respect to which expenses are incurred, for Indemnitee while an agent of,

employed by, or providing services for compensation to, the Company or any subsidiary.

For purposes of this Agreement, the term "proceeding" shall be broadly construed and shall include, without

limitation, any threatened, pending, or completed action, suit, arbitration, 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 or investigative nature, and whether formal or informal in any case,

in which Indemnitee was, is or will be involved as a party or otherwise by reason of: (i) the fact that Indemnitee is or was a

director or officer of the Company; (ii) the fact that any action taken by Indemnitee or of any action on Indemnitee's part

while acting as director, officer, employee or agent of the Company; or (iii) the fact that Indemnitee is or was serving at the

request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee

benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at the time

any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses may be provided under

For purposes of this Agreement, the term "subsidiary" means any corporation or limited liability company of

which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly, by the Company

and one or more of its subsidiaries, 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,

Counsel. For purposes of this Agreement, the term "independent counsel" means a law firm, or a partner (or,

if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor in the

past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party,

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.

to Serve. Indemnitee will serve, or continue to serve, as a director, officer, employee or agent of the Company or any subsidiary,

as the case may be, faithfully and to the best of his or her ability, at the will of such corporation (or under separate agreement,

if such agreement exists), in the capacity Indemnitee currently serves as an agent of such corporation, so long as Indemnitee is

duly appointed or elected and qualified in accordance with the applicable provisions of the bylaws or other applicable charter

documents of such corporation, or until such time as Indemnitee tenders his or her resignation in writing; provided, however, that

nothing contained in this Agreement is intended as an employment agreement between Indemnitee and the Company or any of its subsidiaries

or to create any right to continued employment of Indemnitee with the Company or any of its subsidiaries in any capacity.

The Company acknowledges

that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its

obligations to Indemnitee under the Certificate of Incorporation and Bylaws, to induce Indemnitee to serve, or continue to serve,

as a director, officer, employee or agent of the Company, and the Company acknowledges that Indemnitee is relying upon this

Agreement in serving as a director, officer, employee or agent of the Company.

in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent

permitted by the DGCL, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee

to broader indemnification rights than the DGCL permitted prior to adoption of such amendment), if Indemnitee is a party to or

threatened to be made a party to or otherwise involved in any proceeding, for any and all expenses, actually and reasonably incurred

by Indemnitee in connection with the investigation, defense, settlement or appeal of such proceeding.

in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee

to the fullest extent permitted by the DGCL, as the same may be amended from time to time (but, only to the extent that such amendment

permits Indemnitee to broader indemnification rights than the DGCL permitted prior to adoption of such amendment), if Indemnitee

is a party to or threatened to be made a party to or otherwise involved in any proceeding by or in the right of the Company to

procure a judgment in its favor, against any and all expenses actually and reasonably incurred by Indemnitee in connection with

the investigation, defense, settlement, or appeal of such proceedings.

of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been

successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue or matter therein, including

the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all expenses actually and reasonably

incurred in connection with the investigation, defense or appeal of such proceeding.

Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some

or a portion of any expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal

of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount

thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

of Expenses. To the extent not prohibited by law, the Company shall advance the expenses incurred by Indemnitee in connection

with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement

or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such expenses but,

in the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that

would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request

of the Company, an undertaking to repay the advancement of expenses if and to the extent that it is ultimately determined by a

court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by

the Company. Advances shall be unsecured, interest free and without regard to Indemnitee's ability to repay the expenses.

Advances shall include any and all expenses actually and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee's

right to indemnification under this Agreement or otherwise and this right of advancement, including expenses incurred preparing

and forwarding statements to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery

of this Agreement shall constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay

the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not

subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this Section shall