Exhibit 10.29


 


RITTER PHARMACEUTICALS, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
(“Agreement”), dated as of ______, _____, is by and between Ritter Pharmaceuticals, Inc., a Delaware corporation
(the “Company”) and [NAME OF DIRECTOR/OFFICER] (the “Indemnitee”).


 


WHEREAS, Indemnitee is
(or is being elected as) a director or officer of the Company;


 


WHEREAS, both the Company
and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public
companies;


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract
as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore should
seek to assure such persons that indemnification and insurance coverage is available; and


 


WHEREAS, in recognition
of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee's service
as a director or officer of the Company and to enhance Indemnitee's ability to serve the Company in an effective manner, and in
order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among other things,
any amendment to the Company’s Certificate of Incorporation or Bylaws (collectively, the “Constituent Documents”),
any change in the composition of the Board or any change in control or business combination transaction relating to the Company),
the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section
1(f) below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the coverage of Indemnitee
under the Company’s directors' and officers' liability insurance policies.


 


NOW, THEREFORE, in consideration
of the foregoing and the Indemnitee's agreement to provide services to the Company, the parties agree as follows:


 


		1.	Definitions. For purposes of this Agreement, the following terms shall have the following
meanings:



 


		a)	“Beneficial Owner” has the meaning given to the term "beneficial owner"
in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).



 


		b)	“Change in Control” means the occurrence after the date of this Agreement of
any of the following events:



 


		(i)	any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company
representing more than 25% or more of the Company's then outstanding Voting 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; provided, however, that the following acquisitions will not constitute
a Change in Control: (A) any issuance of Voting Securities directly from the Company that is approved by the Incumbent Board (as
defined in Section 1(b)(iii) below), (B) any acquisition by the Company of Voting Securities, (C) any acquisition of Voting Securities
by any employee benefit plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company, (D) any
acquisition of Voting Securities by an underwriter holding securities of the Company in connection with a public offering thereof,
or € any acquisition of Voting Securities by any Person pursuant to a Business Combination that complies with clauses (A),
(B) and (C) of Section 1(a)(ii) below;


 


		(ii)	the consummation of a reorganization, merger or consolidation of the Company, a sale or other disposition
(whether by sale, taxable or nontaxable exchange, formation of a joint venture or otherwise) of all or substantially all of the
assets of the Company, or other transaction involving the Company (each, a “Business Combination”), unless, in each
case, immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the
beneficial owners of Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly,
more than 50% of the combined voting power of the then outstanding Voting Securities of the entity resulting from such Business
Combination or any direct or indirect parent corporation thereof (including, without limitation, an entity which as a result of
such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more
subsidiaries), (B) no Person other than the Company beneficially owns 25% or more of the combined voting power of then then outstanding
Voting Securities of the entity resulting from such Business Combination or any direct or indirect parent corporation thereof (disregarding
all “acquisitions” described in subsections (A) through (C) of Section 1(a)(i)), and (C) at least a majority of the
members of the Board of Directors of the entity resulting from such Business Combination or any direct or indirect parent corporation
thereof were members of the Incumbent Board (as defined in Section 1(b)(iii) below) at the time of the execution of the initial
agreement or of the action of the Board of Directors providing for such Business Combination;



 


		(iii)	during any period of two consecutive years, not including any period prior to the execution of
this Agreement, individuals who at the beginning of such period constituted the Board (including for this purpose any new directors
whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds
(2/3) of the directors then still in





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        office who
either were directors at the beginning of the period or whose election or nomination for election was previously so approved) (the
“Incumbent Board”) cease for any reason to constitute at least a majority of the Board; or


 


		(iv)	the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company,
except pursuant to a Business Combination that complies with clauses (A), (B) and (C) of Section 1(a)(iii).



 


		c)	“Claim” means:



 


		(i)	any threatened, pending or completed action, suit, proceeding or alternative dispute resolution
mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal,
state or other law; or



 


		(ii)	any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution
of any such action, suit, proceeding or alternative dispute resolution mechanism.



 


		d)	“Delaware Court” shall have the meaning ascribed to it in Section e) below.



 


		e)	“Disinterested Director” means a director of the Company who is not and was
not a party to the Claim in respect of which indemnification is sought by Indemnitee.



 


		f)	“Expenses” means any and all expenses, including attorneys' and experts' fees,
court costs, transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs
and expenses incurred in connection with investigating, defending, being a witness in or participating in (including on appeal),
or preparing to defend, be a witness or participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection
with any appeal resulting from any Claim, 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 5 only, Expenses incurred
by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee's rights under this Agreement, by litigation
or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines
against Indemnitee.



 


		g)	“Expense Advance” means any payment of Expenses advanced to Indemnitee by the
Company pursuant to Section 4 or Section 5 hereof.



 


		h)	“Indemnifiable Event” means any event or occurrence, whether occurring before,
on or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee or agent of
the Company or any subsidiary of the Company, or is or



 




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was serving at
the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited
liability company, partnership, joint venture, trust or other entity or enterprise (each, an “Enterprise”) or
by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any
Loss is incurred for which indemnification can be provided under this Agreement).


 


		i)	“Independent Counsel” means a law firm, or a member of a law firm, that is experienced
in matters of corporation law and neither presently performs, nor in the past five years has performed, services for either: (i)
the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees
under similar agreements) or (ii) any other party to the Claim 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.



 


		j)	“Losses” means any and all Expenses, damages, losses, liabilities, judgments,
fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest,
assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under
this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating
in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.



 


		k)	“Person” means any individual, corporation, firm, partnership, joint venture,
limited liability company, estate, trust, business association, organization, governmental entity or other entity or group and
includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.



 


		l)	“Standard of Conduct Determination” shall have the meaning ascribed to it in
Section b) below.



 


		m)	“Voting Securities” means any securities of the Company that vote generally
in the election of directors.



 


		2.	Services to the Company. Indemnitee agrees to serve, or continue to serve, as the case may
be, as a director or officer of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders
his or her resignation or is no longer serving in such capacity. This Agreement shall not be deemed an employment agreement between
the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee specifically acknowledges that his or her
employment with or service to the Company or any of its subsidiaries or any Enterprise is at



 




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will and the Indemnitee may be discharged
at any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between
Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted
by the Board or, with respect to service as a director or officer of the Company, by the Company's Constituent Documents or Delaware
law. This Agreement shall continue in force after Indemnitee has ceased to serve as a director or officer of the Company or, at
the request of the Company, of any of its subsidiaries or any Enterprise, as provided in Section 12 hereof.


 


		3.	Indemnification . Subject to Section 9 and Section 10 of this Agreement, the Company shall
indemnify Indemnitee, to the fullest extent permitted by the laws of the State of Delaware in effect on the date hereof, or as
such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all
Losses if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in,
any Claim by reason of or arising in part out of an Indemnifiable Event, including, without limitation, Claims brought by or in
the right of the Company, Claims brought by third parties, and Claims in which the Indemnitee is solely a witness.



 


		4.	Advancement of Expenses. Indemnitee shall have the right to advancement by the Company,
prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all
Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event.
Indemnitee's right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality
or effect of the foregoing, within sixty (60) days after any request by Indemnitee, the Company shall, in accordance with such
request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses,
or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required
to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client
privilege. Indemnitee hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is
not entitled to be indemnified by the Company. Indemnitee's obligation to reimburse the Company for Expense Advances shall be unsecured
and no interest shall be charged thereon.



 


		5.	Indemnification for Expenses in Enforcing Rights. To the fullest extent allowable under
applicable law, the Company shall also indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject
to and in accordance with Section 4, any Expenses actually and reasonably paid or incurred by Indemnitee in connection with any
action or proceeding by Indemnitee for (a) indemnification or reimbursement or advance payment of Expenses by the Company under
any provision of this Agreement, or under any other agreement or provision of the Constituent Documents now or hereafter in effect
relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors' and officers' liability insurance
policies maintained by the Company. However, in the event that Indemnitee is ultimately determined not to be entitled to such indemnification
or insurance recovery, as the case may be, then all amounts



 




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advanced under this Section 5 shall
be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that
such action brought by Indemnitee was frivolous or not made in good faith.


 


		6.	Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.



 


		7.	Notification and Defense of Claims.



 


		a)	Notification of Claims. Indemnitee shall notify the Company in writing as soon as practicable
of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief
description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure
by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Company’s
ability to participate in the defense of such claim was materially and adversely affected by such failure. If at the time of the
receipt of such notice, the Company has directors' and officers' liability insurance in effect under which coverage for Claims
related to Indemnifiable Events is potentially available, the Company shall give prompt written notice to the applicable insurers
in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such
notice delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers
regarding the Claim, in each case substantially concurrently with the delivery or receipt thereof by the Company.



 


		b)	Defense of Claims. The Company shall be entitled to participate in the defense of any Claim
relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes,
it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee
of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or
otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee's defense of such Claim other
than reasonable costs of investigation, including an investigation in connection with determining whether there exists a conflict
of interest of the type described in clause (ii) below, or as otherwise provided below. Indemnitee shall have the right to employ
its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption
of the defense shall be at Indemnitee's own expense; provided, however, that if (i) Indemnitee's employment of its own legal counsel
has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between
Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee's



 




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employment of its own counsel has been
approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim,
then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local
counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.


 


		8.	Procedure upon Application for Indemnification. In order to obtain indemnification pursuant
to this Agreement, Indemnitee shall submit to the Company a written request therefor, including in such request 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 the Claim, provided that documentation and information need not
be so provided to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Indemnification
shall be made insofar as the Company determines Indemnitee is entitled to indemnification in accordance with Section 9 below.



 


		9.	Determination of Right to Indemnification.



 


		a)	Mandatory Indemnification; Indemnification as a Witness.



 


		(i)	To the extent that Indemnitee shall have been successful on the merits or otherwise in defense
of any Claim relating to an Indemnifiable Event or any portion thereof or in defense of any issue or matter therein, including
without limitation dismissal without prejudice, Indemnitee shall be indemnified against all Losses relating to such Claim in accordance
with Section 3 to the fullest extent allowable by law, and no Standard of Conduct Determination (as defined in Section b)) shall
be required.



 


		(ii)	To the extent that Indemnitee's involvement in a Claim relating to an Indemnifiable Event is to
prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in
connection therewith to the fullest extent allowable by law and no Standard of Conduct Determination (as defined in Section b))
shall be required.



 


		b)	Standard of Conduct. To the extent that the provisions of Section a) are inapplicable
to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee
has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of
Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company
(a “Standard of Conduct Determination”) shall be made as follows:



 




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		(i)	if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even
if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written
opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and



 


		(ii)	if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a
majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel
in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.



 


                The Company shall indemnify and hold harmless Indemnitee against
and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within ten (10) days of
such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of
Conduct Determination.


 


		c)	Making the Standard of Conduct Determination. The Company shall use its reasonable best
efforts to cause any Standard of Conduct Determination required under Section b) to be made as promptly as practicable. If the
person or persons designated to make the Standard of Conduct Determination under Section b) shall not have made a determination
within 30 days after the later of (A) receipt by the Company of a written request from Indemnitee for indemnification pursuant
to Section 8 (the date of such receipt being the “Notification Date”) and (B) the selection of an Independent
Counsel, if such determination is to be made by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable
standard of conduct; provided that such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days,
if the person or persons making such determination in good faith requires such additional time to obtain or evaluate information
relating thereto. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee
to indemnification under this Agreement shall be required to be made prior to the final disposition of any Claim.



 


		d)	Payment of Indemnification. If, in regard to any Losses:



 


		(i)	Indemnitee shall be entitled to indemnification pursuant to Section a);



 


		(ii)	no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee
hereunder; or



 


		(iii)	Indemnitee has been determined or deemed pursuant to Section b) or Section c) to have satisfied
the Standard of Conduct Determination,





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then the Company shall pay to Indemnitee, within
ten (10) days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified
in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 


		e)	Selection of Independent Counsel for Standard of Conduct Determination. If a Standard of
Conduct Determination is to be made by Independent Counsel pursuant to Section (i), the Independent Counsel shall be selected
by the Board of Directors, and the Company shall give written notice to Indemnitee advising him or her of the identity of the Independent
Counsel so selected. If a Standard of Conduct Determination is to be made by Independent Counsel pursuant to Section (ii),
the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising it of
the identity of the Independent Counsel so selected. In either case, Indemnitee or the Company, as applicable, may, within ten
(10) days after receiving written notice of selection from the other, deliver to the other 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 satisfy
the criteria set forth in the definition of "Independent Counsel" in Section i), and the objection shall set forth
with particularity the factual basis of such assertion. Absent a proper and timely objection, the person or firm so selected shall
act as Independent Counsel. If such written objection is properly and timely made and substantiated, (i) the Independent Counsel
so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such
objection is without merit; and (ii) the non-objecting party may, at its option, select an alternative Independent Counsel and
give written notice to the other party advising such other party of the identity of the alternative Independent Counsel so selected,
in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence and numbered
clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause (ii) of
the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted
under the foregoing provisions of this Section e) to make the Standard of Conduct Determination shall have been selected within
20 days after the Company gives its initial notice pursuant to the first sentence of this Section e) or Indemnitee gives its
initial notice pursuant to the second sentence of this Section e), as the case may be, either the Company or Indemnitee may petition
the Court of Chancery of the State of Delaware (“Delaware Court”) to resolve any objection which shall have
been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or to appoint as Independent Counsel
a person to be selected by the Court or such other person as the Court shall designate, and the person or firm with respect to
whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company
shall pay all of the reasonable fees and expenses of the Independent Counsel incurred in connection with the Independent Counsel’s
determination pursuant to Section b).



 




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		f)	Presumptions and Defenses.



 


		(i)	Indemnitee's Entitlement to Indemnification. In making any Standard of Conduct Determination,
the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct
and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that
Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee
in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee
has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to
secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee
has not met any applicable standard of conduct.



 


		(ii)	Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption
as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee's actions
or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon
information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its
subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants
and financial advisors) as to matters Indemnitee reasonably believes are within such other Person's professional or expert competence
and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures
to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining
the right to indemnity hereunder.



 


		(iii)	No Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment,
order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent,
will not create a presumption that Indemnitee did not meet any applicable standard of conduct or have any particular belief, or
that indemnification hereunder is otherwise not permitted.



 


		(iv)	Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought
by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred
in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible
under applicable law for the Company to



 




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indemnify Indemnitee for the amount
claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense
or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.


 


		(v)	Resolution of Claims. The Company acknowledges that a settlement or other disposition short
of final judgment may be successful on the merits or otherwise for purposes of Section (i) if it permits a party to avoid expense,
delay, distraction, disruption and uncertainty. In the event that any Claim relating to an Indemnifiable Event to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement
of such action, claim or proceeding with our without payment of money or other consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise for purposes of Section (i). The Company shall have the burden of proof to overcome
this presumption.



 


		10.	Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary,
the Company shall not be obligated to:



 


		a)	indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated
by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not
by way of defense, except:



 


		(i)	proceedings referenced in Section 5 above (unless a court of competent jurisdiction determines
that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous); or



 


		(ii)	where the Company has joined in or the Board has consented to the initiation of such proceedings.



 


		b)	indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such
indemnification is prohibited by applicable law.



 


		c)	indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee
of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute.



 


		d)	indemnify or advance funds to Indemnitee for Indemnitee's reimbursement to the Company of any bonus
or other incentive-based or equity-based compensation previously received by Indemnitee or payment of any profits realized by Indemnitee
from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements
under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment
to the



 




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Company of profits arising from the
purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).


 


		11.	Settlement of Claims. The Company shall not be liable to Indemnitee under this Agreement
for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company's
prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the
Company shall be liable for indemnification of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved
the settlement. The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses
on the Indemnitee without the Indemnitee's prior written consent.



 


		12.	Duration. All agreements and obligations of the Company contained herein shall continue
during the period that Indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director,
officer, employee, member, trustee or agent of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may
be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout
the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or
her rights under this Agreement, even if, in either case, he or she may have ceased to serve in such capacity at the time of any
such Claim or proceeding.



 


		13.	Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights
Indemnitee may have under the Constituent Documents, the General Corporation Law of the State of Delaware, any other contract or
otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee
otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have
such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater
right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such
greater right hereunder. The Company will not adopt any amendment to any of the Constituent Documents the effect of which would
be to deny, diminish or encumber Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision.



 


		14.	Liability Insurance. For the duration of Indemnitee's service as a director or officer of
the Company, and thereafter for so long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event,
the Company shall use commercially reasonable efforts (taking into account the scope and amount of coverage available relative
to the cost thereof) to continue to maintain in effect policies of directors' and officers' liability insurance providing coverage
that is at least substantially comparable in scope and amount to that provided by the Company's current policies of directors'
and officers' liability insurance. In all policies of directors' and officers' liability insurance maintained by the Company, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most
favorably insured of the Company's



 




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directors, if Indemnitee is a director,
or of the Company's officers, if Indemnitee is an officer (and not a director) by such policy. Upon request, the Company will provide
to Indemnitee copies of all directors' and officers' liability insurance applications, binders, policies, declarations, endorsements
and other related materials.


 


		15.	No Duplication of Payments. The Company shall not be liable under this Agreement to make
any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance
policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company
hereunder.



 


		16.	Subrogation. In the event of payment to Indemnitee under this Agreement, the Company shall
be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee. Indemnitee 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.



 


		17.	Amendments. No supplement, modification or amendment of this Agreement shall be binding
unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding
unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall
operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver.
Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute
a waiver thereof.



 


		18.	Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger,
consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and
personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase,
merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/or assets of the Company,
by written agreement in form and substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement
in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place.



 


		19.	Severability. The provisions of this Agreement shall be severable in the event that any
of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal,
void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.
Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest
extent possible.



 




    	- 13 -



    	 



    

 


		20.	Notices. All notices, requests, demands and other communications hereunder shall be in writing
and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, by postage prepaid, certified or
registered mail:



 


		a)	if to Indemnitee, to the address set forth on the signature page hereto.



 


		b)	if to the Company, to:



 


Ritter Pharmaceuticals, Inc.


Attn: Chief Executive Officer


1801 Century Park East #1820


Los Angeles, CA 90067


 


Notice of change of
address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed
to have been received on the date of hand delivery or on the third business day after mailing.


 


		21.	Governing Law and Forum. This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware applicable to contracts made and to be performed in such state without giving
effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that
any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not
in any other state or federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court
for purposes of any action or proceeding arising out of or in connection with this Agreement and (c) waive, and agree not to plead
or make, any claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has
been brought in an improper or inconvenient forum.



 


		22.	Headings. The headings of the sections and paragraphs of this Agreement are inserted for
convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation thereof.



 


		23.	Counterparts. This Agreement may be executed in one or more counterparts, each of which
shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same Agreement.



 


[SIGNATURE PAGE FOLLOWS]


 




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


 





	 	RITTER PHARMACEUTICALS, INC.
	 	 
	 	By:	 







	 	Name:	 	 
	 	Title:	 	 
	 	 	 	 






	 	 	INDEMNITEE
	 	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	 	 
	 	 	Address:	 
	 	 	 	 
	 	 	 	 


 




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