Exhibit 10.16


 


INDEMNITY AGREEMENT


 


This Indemnity Agreement,
dated as of [Date], is made by and between Nano Vibronix, Inc., a Delaware corporation (the “Company”), and
[Name of Indemnity] (the “Indemnitee”), to be effective upon the occurrence of a Reporting Event (as defined
below).


 


RECITALS


 


A.           The Company is
aware that competent and experienced persons are increasingly reluctant to serve as directors, officers or agents of corporations
unless they are protected by comprehensive liability insurance or indemnification, due to increased exposure to litigation costs
and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable
relationship to the compensation of such directors, officers and other agents.


 


B.           The statutes
and judicial decisions regarding the duties of directors and officers are often difficult to apply, ambiguous, or conflicting,
and therefore fail to provide such directors, officers and agents with adequate, reliable knowledge of legal risks to which they
are exposed or information regarding the proper course of action to take.


 


C.           Plaintiffs often
seek damages in such large amounts and the costs of litigation may be so enormous (whether or not the case is meritorious), that
the defense and/or settlement of such litigation is often beyond the personal resources of directors, officers and other agents.


 


D.           The Company believes
that it is unfair for its directors, officers and agents and the directors, officers and agents of its subsidiaries to assume the
risk of huge judgments and other expenses which may occur in cases in which the director, officer or agent received no personal
profit and in cases where the director, officer or agent was not culpable.


 


E.           The Company recognizes
that the issues in controversy in litigation against a director, officer or agent of a corporation such as the Company or its subsidiaries
are often related to the knowledge, motives and intent of such director, officer or agent, that he is usually the only witness
with knowledge of the essential facts and exculpating circumstances regarding such matters, and that the long period of time which
usually elapses before the trial or other disposition of such litigation often extends beyond the time that the director, officer
or agent can reasonably recall such matters; and may extend beyond the normal time for retirement for such director, officer or
agent with the result that he, after retirement or in the event of his death, his spouse, heirs, executors or administrators, may
be faced with limited ability and undue hardship in maintaining an adequate defense, which may discourage such a director, officer
or agent from serving in that position.


 


F.           Based upon their
experience as business managers, the Board of Directors of the Company (the “Board”) has concluded that, to
retain and attract talented and experienced individuals to serve as directors, officers and agents of the Company and its subsidiaries
and to encourage such individuals to take the business risks necessary for the success of the Company and its subsidiaries, it
is necessary for the Company to contractually indemnify its directors, officers and agents and the directors, officers and agents
of its subsidiaries, and to assume for itself maximum liability
for expenses and damages in connection with claims against such directors, officers and agents in connection with their service
to the Company and its subsidiaries, and has further concluded that the failure to provide such contractual indemnification could
result in great harm to the Company and its subsidiaries and the Company’s stockholders.


 






    	 



    	 



    

 


G.           Section 145 of
the General Corporation Law of Delaware, under which the Company is organized (“Section 145”), empowers the
Company to indemnify its directors, officers, employees and agents by agreement and to indemnify persons who serve, at the request
of the Company, as the directors, officers, employees or agents of other corporations or enterprises, and expressly provides that
the indemnification provided by Section 145 is not exclusive.


 


H.           The Company desires
and has requested the Indemnitee to serve or continue to serve as a director, officer or agent of the Company and/or one or more
subsidiaries of the Company free from undue concern for claims for damages arising out of or related to such services to the Company
and/or one or more subsidiaries of the Company.


 


I.           Indemnitee is
willing to serve, or to continue to serve, the Company and/or one or more subsidiaries of the Company, provided that he is furnished
the indemnity provided for herein.


 


AGREEMENT


 


NOW, THEREFORE, the
parties hereto, intending to be legally bound, hereby agree as follows:


 


1.           Definitions.


 


(a)           Agent.
For the purposes of this Agreement, an “agent” of the Company means any person who is or was a director, officer, employee
or other agent of the Company or a subsidiary of the Company; or is or was serving at the request of, for the convenience of, or
to represent the interests of the Company or a subsidiary of the Company as a director, officer, employee or agent of another foreign
or domestic corporation, partnership, joint venture, trust or other enterprise; or was a director, officer, employee or agent of
a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company, or was a director,
officer, employee or agent of another enterprise at the request of, for the convenience of, or to represent the interests of such
predecessor corporation.


 


(b)           Expenses.
For purposes of this Agreement, “expenses” include all out-of-pocket costs of any type or nature whatsoever (including,
without limitation, all attorneys’ fees and related disbursements), actually and reasonably incurred by the Indemnitee in
connection with either the investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification
under this Agreement or Section 145 or otherwise; provided, however, that “expenses” shall not include any judgments.


 






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(c)           Proceeding.
For the purposes of this Agreement, “proceeding” means any threatened, pending, or completed action, suit or other
proceeding, whether civil, criminal, administrative, or investigative.


 


(d)           Reporting Event. For purposes
of this Agreement, “Reporting Event” means the Company’s initial public offering of its common stock pursuant
to an effective registration statement under the United States Securities Act of 1933, as amended, or equivalent law of another
jurisdiction, or upon such date as the Company becomes subject to the reporting requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, upon consummation of a
reverse merger or upon the effectiveness of a registration statement on Form 10 filed by the Company under the Exchange Act or
equivalent document.


 


(e)           Subsidiary.
For purposes of this Agreement, “subsidiary” means any corporation of which more than 50% of the outstanding voting
securities is owned directly or indirectly by the Company, by the Company and one or more other subsidiaries, or by one or more
other subsidiaries.


 


2.           Agreement
to Serve. The Indemnitee agrees to serve and/or continue to serve as an agent of the Company, at its will (or under separate
agreement, if such agreement exists), in the capacity Indemnitee currently serves as an agent of the Company, so long as he is
duly appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company or any subsidiary
of the Company or until such time as he tenders his resignation in writing; provided, however, that nothing contained in this Agreement
is intended to create any right to continued employment by Indemnitee.


 


3.           Liability
Insurance.


 


(a)           Maintenance
of D&O Insurance. The Company hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an
agent of the Company and thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact
that the Indemnitee was an agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain
in full force and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable
amounts from established and reputable insurers.


 


(b)           Rights and
Benefits. In all policies of D&O Insurance, the Indemnitee shall be named as an insured in such a manner as to provide
the Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s directors, if
the Indemnitee is a director; or of the Company’s officers, if the Indemnitee is not a director of the Company but is an
officer; or of the Company’s key employees, if the Indemnitee is not a director or officer but is a key employee.


 


(c)           Limitation
on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain
or maintain D&O Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium
costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited
by exclusions so as to provide an insufficient benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary
of the Company.


 






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4.           Mandatory
Indemnification. Subject to Section 9 below, the Company shall indemnify the Indemnitee as follows:


 


(a)           Successful
Defense. To the extent the Indemnitee has been successful on the merits or otherwise in defense of any proceeding (including,
without limitation, an action by or in the right of the Company) to which the Indemnitee was a party by reason of the fact that
he is or was an agent of the Company at any time, the Company shall indemnify the Indemnitee against all expenses of any type whatsoever
actually and reasonably incurred by him in connection with the investigation, defense or appeal of such proceeding.


 


(b)           Third Party
Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding (other than
an action by or in the right of the Company) by reason of the fact that he is or was an agent of the Company, or by reason of anything
done or not done by him in any such capacity, the Company shall indemnify the Indemnitee against any and all expenses and liabilities
of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in
settlement) actually and reasonably incurred by him in connection with the investigation, defense, settlement or appeal of such
proceeding, provided the Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company and its stockholders, and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.


 


(c)           Derivative
Actions. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding by or in
the right of the Company by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not
done by him in any such capacity, the Company shall indemnify the Indemnitee against all expenses actually and reasonably incurred
by him in connection with the investigation, defense, settlement, or appeal of such proceeding, provided the Indemnitee acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and its stockholders;
except that no indemnification under this subsection 4(c) shall be made in respect to any claim, issue or matter as to which
such person shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction unless and only to
the extent that the court in which such proceeding was brought shall determine upon application that, despite the adjudication
of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such
amounts which the court shall deem proper.


 


(d)           Actions where
Indemnitee is Deceased. If the Indemnitee is a person who was or is a party or is threatened to be made a party to any proceeding
by reason of the fact that he is or was an agent of the Company, or by reason of anything done or not done by him in any such capacity,
and if prior to, during the pendency or after completion of such proceeding Indemnitee becomes deceased, the Company shall indemnify
the Indemnitee’s heirs, executors and administrators against any and all expenses and liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) actually and
reasonably incurred to the extent Indemnitee would have been entitled to indemnification pursuant to Sections 4(a), 4(b),
or 4(c) above were Indemnitee still alive.


 






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(e)           Notwithstanding
the foregoing, the Company shall not be obligated to indemnify the Indemnitee for expenses or liabilities of any type whatsoever
(including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and amounts paid in settlement) for which payment
is actually made to or on behalf of Indemnitee under a valid and collectible insurance policy of D&O Insurance, or under a
valid and enforceable indemnity clause, by-law or agreement.


 


5.           Partial Indemnification.
If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of
any expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties,
and amounts paid in settlement) incurred by him in the investigation, defense, settlement or appeal of a proceeding, but not entitled,
however, to indemnification for all of the total amount hereof, the Company shall nevertheless indemnify the Indemnitee for such
total amount except as to the portion hereof to which the Indemnitee is not entitled.


 


6.           Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of the fact that the Indemnitee is or was an agent of the Company, a witness in any proceeding to which Indemnitee is not a party,
he shall be indemnified against all expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


7.           Mandatory
Advancement of Expenses. Subject to Section 9 below, the Company shall advance all expenses incurred by the Indemnitee
in connection with the investigation, defense, settlement or appeal of any proceeding to which the Indemnitee is a party or is
threatened to be made a party by reason of the fact that the Indemnitee is or was an agent of the Company. Indemnitee hereby undertakes
to repay such amounts advanced only if, and to the extent that, it shall be determined ultimately that the Indemnitee is not entitled
to be indemnified by the Company as authorized hereby. The advances to be made hereunder shall be paid by the Company to the Indemnitee
within twenty (20) days following delivery of a written request therefor by the Indemnitee to the Company. In the event that the
Company fails to pay expenses as incurred by the Indemnitee as required by this paragraph, Indemnitee may seek mandatory injunctive
relief from any court having jurisdiction to require the Company to pay expenses as set forth in this paragraph. If Indemnitee
seeks mandatory injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations
set forth in this paragraph that Indemnitee has an adequate remedy at law for damages.


 


8.           Notice and
Other Indemnification Procedures.


 


(a)           Promptly after
receipt by the Indemnitee of notice of the commencement of or the threat of commencement of any proceeding, the Indemnitee shall,
if the Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify
the Company of the commencement or threat of commencement thereof.


 






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(b)           If, at the time
of the receipt of a notice of the commencement of a proceeding pursuant to Section 8(a) hereof, the Company has D&O
Insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policies.


 


(c)           In the event the
Company shall be obligated to pay the expenses of any proceeding against the Indemnitee, the Company, if appropriate, shall be
entitled to assume the defense of such proceeding, with counsel approved by the Indemnitee, upon the delivery to the Indemnitee
of written notice of its election so to do. After delivery of such notice, approval of such counsel by the Indemnitee and the retention
of such counsel by the Company, the Company will not be liable to the Indemnitee under this Agreement for any fees of counsel subsequently
incurred by the Indemnitee with respect to the same proceeding, provided that (i) the Indemnitee shall have the right to employ
his counsel in any such proceeding at the Indemnitee’s expense; and (ii) if (A) the employment of counsel by the Indemnitee
has been previously authorized by the Company, (B) the Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Company and the Indemnitee in the conduct of any such defense, or (C) the Company shall not, in fact, have
employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at
the expense of the Company. The Company shall not enter into any settlement of any proceeding in which the Company is jointly liable
with Indemnitee (or would be if joined in such proceeding) unless such settlement provides for the full and final release of all
claims asserted against Indemnitee.


 


9.           Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a)           Claims Initiated
by Indemnitee. To indemnify or advance expenses to the Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by the Indemnitee and not by way of defense, unless (i) such indemnification is expressly required to be made by law,
(ii) the proceeding was authorized by the Board, (iii) such indemnification is provided by the Company, in its sole discretion,
pursuant to the powers vested in the Company under the General Corporation Law of Delaware or (iv) the proceeding is brought to
establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145;


 


(b)           Lack of Good
Faith. To indemnify the Indemnitee for any expenses incurred by the Indemnitee with respect to any proceeding instituted by
the Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the material
assertions made by the Indemnitee in such proceeding was not made in good faith or was frivolous; or


 


(c)           Unauthorized
Settlements. To indemnify the Indemnitee under this Agreement for any amounts paid in settlement of a proceeding unless the
Company consents to such settlement, which consent shall not be unreasonably withheld.


 






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10.           Non-exclusivity.
The provisions for indemnification and advancement of expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which the Indemnitee may have under any provision of law, the Company’s Amended and Restated Certificate of
Incorporation or Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise,
both as to action in his official capacity and to action in another capacity while occupying his position as an agent of the Company,
and the Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased acting as an agent of the Company and
shall inure to the benefit of the heirs, executors and administrators of the Indemnitee.


 


11.           Enforcement.
Any right to indemnification or advances granted by this Agreement to Indemnitee shall be enforceable by or on behalf of Indemnitee
in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii)
no disposition of such claim is made within ninety (90) days of request therefor. Indemnitee, in such enforcement action, if successful
in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action
for which a claim for indemnification is made under this Agreement (other than an action brought to enforce a claim for expenses
pursuant to Section 7 hereof, provided that the required undertaking has been tendered to the Company) that Indemnitee is
not entitled to indemnification because of the limitations set forth in Sections 4 and 9 hereof. Neither the failure
of the Company (including its Board or its stockholders) to have made a determination prior to the commencement of such enforcement
action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including
its Board or its stockholders) that such indemnification is improper, shall be a defense to the action or create a presumption
that Indemnitee is not entitled to indemnification under this Agreement or otherwise.


 


12.           Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such
rights and to enable the Company effectively to bring suit to enforce such rights.


 


13.           Survival
of Rights.


 


(a)           All agreements
and obligations of the Company contained herein shall continue during the period Indemnitee is an agent of the Company and shall
continue thereafter so long as Indemnitee shall be subject to any possible claim or proceeding by reason of the fact that Indemnitee
was serving in the capacity referred to herein.


 


(b)           The Company shall
require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially
all of the business or assets of the Company, 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.


 


14.           Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to the Indemnitee to the fullest extent permitted by law including those circumstances in which indemnification
would otherwise be discretionary.


 






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15.           Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
(i) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect
to Section 14 hereof.


 


16.           Modification
and Waiver. 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 deemed or shall constitute a waiver of any
other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17.           Notice.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given
(i) if delivered by hand and receipted for by the party addressee or (ii) if mailed by certified or registered mail with postage
prepaid, on the third business day after the mailing date. Addresses for notice to either party are as shown on the signature page
of this Agreement, or as subsequently modified by written notice.


 


18.           Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware as applied
to contracts between Delaware residents entered into and to be performed entirely within Delaware.


 




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The parties hereto
have entered into this Indemnity Agreement effective as of the date first above written.


 


	 	COMPANY:
	 	 	 
	 	Nano Vibronix, Inc.
	 	 	 
	 	 	 
	 	By:	   	 	 
	 	Name:	   	 	 
	 	Title:	   	 	 
	 	Address:	105 Maxess Road, Suite S124 Melville, NY 11747
	 	 	 
	 	 	 
	 	INDEMNITEE:
	 	 
	 	By:	 	 
	 	 	[Name of Indemnitee]
	 	Address:	 


 


 


 


 


 


 


 


 


 


 


 


 





Signature
Page to Indemnity Agreement