Exhibit 10.4


 





DIRECTOR AND OFFICER INDEMNIFICATION
AGREEMENT


 


This Director and Officer
Indemnification Agreement (the “Agreement”), dated as of September 17, 2015, is made by and between Guardion
Health Sciences, Inc., a Delaware corporation, having an address at 15150 Avenue of Science, Suite 200, San Diego, California 92128
(the “Company”), and _________________ (the “Indemnitee”).


 


RECITALS


 


WHEREAS Section
141 of the Delaware General Corporation Law (the “DGCL”) provides that the business and affairs of a corporation
shall be managed by or under the direction of its board of directors (“Board of Directors”);


 


WHEREAS Section
142 of the DGCL provides that every corporation organized under the state of Delaware shall have such officers as shall be stated
in the bylaws or in a resolution of the Board of Directors, and that a Delaware corporation may secure the fidelity of its officers;


 


WHEREAS by virtue
of the managerial prerogatives vested in the directors of a Delaware corporation, and by virtue of the duties and obligations conferred
upon officers of a Delaware corporation from the time of their appointment, directors and officers act as fiduciaries of a Delaware
corporation and its stockholders;


 


WHEREAS in recognition
of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management,
Section 145 of the DGCL authorizes corporations to indemnify their directors and officers, and further authorizes corporations
to purchase and maintain insurance for the benefit of their directors and officers;


 


WHEREAS both
the Company and Indemnitee recognize the risk of actions, suits or proceedings, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Company) being asserted against a director or officer of the Company by reason
of the fact that the person is or was a director or officer of the Company;


 


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, as applicable, in order 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 of Directors 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 below) to, Indemnitee as set forth in this Agreement and, to the extent insurance is maintained, for the
continued coverage of Indemnitee under the Company’s directors' and officers' liability insurance policies;


 


WHEREAS, Indemnitee
is, or will be, a director or officer of the Company, and his or her willingness to serve in such capacity is predicated, in substantial
part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest
extent permitted by the laws of the State of Delaware, and upon the other undertakings set forth;


 






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


 


ARTICLE I


DEFINITIONS


 


1.1Definitions. For purposes
of this Agreement, the following terms shall have the following meanings:


 


"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").


 


"Change in
Control" means the occurrence after the date of this Agreement of any of the following events:


 


(a) any Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 50% 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;


 


(b) the consummation
of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of
the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly
or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resulting from such
transaction;


 


(c) 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 of Directors (including for this purpose any new directors whose election by the Board of Directors
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 office who either were directors at the beginning of the period or whose election or nomination for election was previously
so approved) cease for any reason to constitute at least a majority of the Board of Directors; or


 


(d) the stockholders
of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition
by the Company of all or substantially all of the Company's assets.


 


"Claim"
means:


 


(a) 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


 






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(b) 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.


 


"Delaware Court"
shall have the meaning ascribed to it in Section 3.8 below.


 


"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.


 


"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 3 only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement
or defense of Indemnitee's rights under this Agreement, by litigation or otherwise. However, Expenses shall not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


"Expense Advance"
means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 3.2 hereof.


 


"Indemnifiable
Event" means any event or occurrence, whether occurring on or after the date of this Agreement, related to the fact that
Indemnitee is or was a director or officer, as applicable, of the Company or any subsidiary of the Company, or is or 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 (collectively with the Company, "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), as long as Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best interest of the Company and
except that no indemnification shall be made in respect of any Claim as to which such person shall have been adjudged to be liable
to the Company unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the
case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses which the Delaware Court of Chancery or such
other court shall deem proper.


 


"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 (5) 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.


 






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"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, 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.


 


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


 


"Standard of
Conduct Determination" shall have the meaning ascribed to it in Section 3.6(b) below.


 


"Voting Securities"
means any securities of the Company that vote generally in the election of directors.


 


ARTICLE II


SERVICES TO THE
COMPANY


 


2.1 Services. Indemnitee
agrees to serve as a director or officer, as applicable, 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. Indemnitee’s service as a director
or officer of the Company, as applicable, is subject to the provisions of the Company’s Constituent Documents and
applicable Delaware law. This Agreement shall not be deemed an employment agreement between the Company (or any of its subsidiaries
or Enterprise) and Indemnitee.


 


ARTICLE III


INDEMNIFICATION


 


3.1Indemnification. 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.


 


3.2Advancement
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 fourteen
(14) calendar 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. In
connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking to repay
any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following
the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Any obligation to repay any
Expense Advances provided hereunder pursuant to a written undertaking by the Indemnitee shall be unsecured and no interest shall
be charged thereon. The parties agree that for the purposes of any Expense Advances for which Indemnitee has made written demand
to the Company in accordance with this Agreement, all Expenses included in such Expense Advances that are certified by affidavit
of Indemnitee's counsel as being reasonable shall be presumed conclusively to be reasonable.


 






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3.3Indemnification
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 3.2, 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, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification or insurance recovery, as the case may be. 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 advanced under this Section 3.2 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.


 


3.4Partial 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.


 


3.5Notification 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, except that the Company shall not be liable to indemnify
Indemnitee under this Agreement with respect to any judicial award in a Claim related to an Indemnifiable Event if the Company
was not given a reasonable and timely opportunity to participate at its expense in the defense of such action. 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.


 






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(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
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 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.


 


(c)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. Indemnification shall be made insofar as the Company determines Indemnitee is entitled to indemnification
in accordance with Section 3.6 below.


 


3.6Determination of Right to Indemnification.


 


(a) Mandatory Indemnification;
Indemnification as a Witness. 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 to the
fullest extent allowable by law.


  


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 3.6(b)) shall be required.


 






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(b)Standard
of Conduct. To the extent that the provisions of Section 3.6(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:


 


(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 of Directors;
(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
of Directors, 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 of Directors or (B) otherwise, by Independent Counsel in a written opinion addressed to
the Board of Directors, 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 fourteen (14) calendar 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 to be made as promptly as practicable. If the person or persons designated to make the Standard of Conduct Determination
shall not have made a determination within thirty (30) calendar days after the later of (A) receipt by the Company of a written
request from Indemnitee for indemnification pursuant to Section 3.5 (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 thirty (30) calendar day period
may be extended for a reasonable time, not to exceed an additional thirty (30) calendar 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.


 


3.7Payment of
Indemnification. If, in regard to any Losses, Indemnitee shall be entitled to indemnification pursuant to Section 3.6(a),
no Standard Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or if, in regard
to any Losses, Indemnitee has been determined or deemed pursuant to Section 3.6(b) to have satisfied the Standard of Conduct
Determination, then the Company shall pay to Indemnitee, within five (5) calendar 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.


 






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3.8Selection
of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent
Counsel, the Independent Counsel shall be selected by the Board of Directors, and the Company shall give written notice to Indemnitee
advising him/her of the identity of the Independent Counsel so selected. If a Standard of Conduct Determination is to be made by
Independent Counsel, 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 five (5) calendar 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 Article 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 3.8 to make the Standard of Conduct Determination shall have
been selected within ten (10) calendar days after the Company gives its initial notice pursuant to the first sentence of this Section
3.8 or Indemnitee gives its initial notice pursuant to the second sentence of this Section 3.8, 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 3.6(b).


 


3.9Presumptions
and Defenses. 


 


(a)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.


 






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(b)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 of Directors 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.


 


(c)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.


 


(d)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 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.


 


3.10Exclusions from Indemnification.
Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to 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 3.3 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);



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



		iii)	if a final decision by a court of competent jurisdiction determines that such indemnification is
prohibited by applicable law; or



		iv)	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.



 






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3.11Settlement 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.


 


3.12Duration. All agreements
and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or officer, as
applicable, 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.


 


3.13Non-Exclusivity. The rights
of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the DGCL,
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.


 


3.14Liability Insurance. For
the duration of Indemnitee's service as a director or officer, as applicable, 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 directors
and officers 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.


 






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3.15No 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.


 


3.16Subrogation. 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.




ARTICLE IV


MISCELLANEOUS


 


4.1Amendments. 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.


 


4.2Binding 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.


 


4.3Severability. 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.


 


4.4Notices. 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:


 


	 	If to Indemnitee:	 	 
	 	 	 	 
	 	 	 	 


 






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	 	If to the Company:  	Guardion Health Sciences, Inc.
	 	 	15150 Avenue of Science, Suite 200
	 	 	San Diego, California 92128
	 	 	ATTN:  Michael Favish










 


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.





 


4.5Governing 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;
and (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.


 


4.6Headings. 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.


 


4.7 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.


 


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


 


	 	GUARDION HEALTH SCIENCES, INC.
	 	 	 
	 	 	 
	 	By:	 
	 	Name:
Michael Favish 



	 	Title:  Chief Executive Officer
	 	 
	 	 
	 	INDEMNITEE
	 	 	 
	 	 	 
	 	 	 
	 	Print Name:	 


 








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