Exhibit 10.7


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement, dated as of April 3, 2012, is made by and between VirtualScopics, Inc., a Delaware corporation (the “Corporation”)
and David Rubin (the “Indemnitee”).


 


RECITALS


 


A.        The
Corporation recognizes that competent and experienced persons are increasingly reluctant to serve or to continue to serve as directors
or officers of corporations unless they are protected by comprehensive liability insurance or indemnification, or both, 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 and officers;


 


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 and officers with adequate, reliable knowledge of legal risks to which they are exposed
or information regarding the proper course of action to take;


 


C.        The
Corporation and Indemnitee recognize that 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 and officers;


 


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


 


E.        The
Corporation, after reasonable investigation, has determined that the liability insurance coverage presently available to the Corporation
may be inadequate in certain circumstances to cover all possible exposure for which Indemnitee should be protected. The Corporation
believes that the interests of the Corporation and its stockholders would best be served by a combination of such insurance and
the indemnification by the Corporation of the directors and officers of the Corporation;


 


F.        The
Corporation’s Bylaws require the Corporation to indemnify its directors and officers to the fullest extent permitted by the
Delaware General Corporation Law (the “DGCL”). The Bylaws expressly provide that the indemnification provisions set
forth therein are not exclusive, and contemplate that contracts may be entered into between the Corporation and its directors and
officers with respect to indemnification;


 


G.        Section
145 of the DGCL (“Section 145”), under which the Corporation is organized, empowers the Corporation to indemnify
its officers, directors, employees and agents by agreement and to indemnify persons who serve, at the request of the Corporation,
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;


 



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H.        Section
102(b)(7) of the DGCL allows a corporation to include in its certificate of incorporation a provision limiting or eliminating the
personal liability of a director for monetary damages in respect of claims by shareholders and corporations for breach of certain
fiduciary duties, and the Corporation has so provided in its Certificate of Incorporation that each Director shall be exculpated
from such liability to the maximum extent permitted by law;


 


I.        The
Board of Directors of the Corporation (the “Board of Directors”) has determined that contractual indemnification as
set forth herein is not only reasonable and prudent but also promotes the best interests of the Corporation and its stockholders;


 


J.        The
Corporation desires and has requested Indemnitee to serve or continue to serve as a director or officer of the Corporation free
from undue concern for unwarranted claims for damages arising out of or related to such services to the Corporation;


 


K.        Indemnitee
is willing to serve, continue to serve or to provide additional service for or on behalf of the Corporation on the condition that
he is furnished the indemnity provided for herein; and


 


L.        Indemnitee
has certain rights to indemnification and/or insurance provided by Merck Global Health Innovation Fund, LLC and/or certain of its
affiliates which Indemnitee and Merck Global Health Innovation Fund, LLC and such affiliates intend to be secondary to the primary
obligation of the Corporation to indemnify Indemnitee as provided herein, with the Corporation’s acknowledgment and agreement
to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board of Directors.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth below, and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:


 


Section 1.  Generally.


 


To the fullest extent
permitted by the laws of the State of Delaware:


 


(a) The Corporation shall
indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Indemnitee is
or was or has agreed to serve at the request of the Corporation as a director, officer, employee or agent of the Corporation, or
while serving as a director or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation
as a director, officer, employee or agent (which, for purposes hereof, shall include a trustee, partner or manager or similar capacity)
of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or by reason of any action
alleged to have been taken or omitted in such capacity. For the avoidance of doubt, the foregoing indemnification obligation includes,
without limitation, claims for monetary damages against Indemnitee in respect of an alleged breach of fiduciary duties, to the
fullest extent permitted under Section 102(b)(7) of the DGCL as in existence on the date hereof.


 



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(b) The indemnification
provided by this Section 1 shall be from and against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such action, suit
or proceeding and any appeal therefrom, but shall only be provided if Indemnitee acted in good faith and in a manner Indemnitee
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action,
suit or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful.


 


(c) Notwithstanding the
foregoing provisions of this Section 1, in the case of any threatened, pending or completed action or suit by or in the right of
the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director, officer, employee
or agent of the Corporation, or while serving as a director or officer of the Corporation, is or was serving or has agreed to serve
at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as
to which Indemnitee shall have been adjudged to be liable to the Corporation 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.


 


(d) The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


Section 2. Successful
Defense; Partial Indemnification. To the extent that Indemnitee has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in Section 1 hereof or in defense of any claim, issue or matter therein, Indemnitee
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred in connection therewith.
For purposes of this Agreement and without limiting the foregoing, if any action, suit or proceeding
is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse
to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by
Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be
in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that
Indemnitee had reasonable cause to believe Indemnitee’s conduct was unlawful, Indemnitee shall be considered for the purposes
hereof to have been wholly successful with respect thereto.


 


If Indemnitee is entitled
under any provision of this Agreement to indemnification by the Corporation for some or a portion of the expenses (including attorneys’
fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf
in connection with any action, suit, proceeding or investigation, or in defense of any claim, issue or matter therein, and any
appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the
portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which Indemnitee
is entitled.


 



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Section 3. Determination
That Indemnification Is Proper. Any indemnification hereunder shall (unless otherwise ordered by a court) be made by the Corporation
unless a determination is made that indemnification of such person is not proper in the circumstances because he or she has not
met the applicable standard of conduct set forth in Section 1(b) hereof. Any such determination shall be made (i) by a majority
vote of the directors who are not parties to the action, suit or proceeding in question (“disinterested directors”),
even if less than a quorum, (ii) by a majority vote of a committee of disinterested directors designated
by majority vote of disinterested directors, even if less than a quorum, (iii) by a majority vote of a quorum of the outstanding
shares of stock of all classes entitled to vote on the matter, voting as a single class, which quorum shall consist of stockholders
who are not at that time parties to the action, suit or proceeding in question, (iv) by independent legal counsel, or (v) by a
court of competent jurisdiction.


 


Section 4. Advance
Payment of Expenses; Notification and Defense of Claim.


 


(a) Expenses (including
attorneys’ fees) incurred by Indemnitee in defending a threatened or pending civil, criminal, administrative or investigative
action, suit or proceeding, or in connection with an enforcement action pursuant to Section 5(b), shall be paid by the Corporation
in advance of the final disposition of such action, suit or proceeding within thirty (30) days after receipt by the Corporation
of (i) a statement or statements from Indemnitee requesting such advance or advances from time to time, and (ii) an undertaking
by or on behalf of Indemnitee to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined
that Indemnitee is not entitled to be indemnified by the Corporation as authorized by this Agreement or otherwise. Such undertaking
shall be accepted without reference to the financial ability of Indemnitee to make such repayment. Advances shall be unsecured
and interest-free.


 


(b) Promptly after receipt
by Indemnitee of notice of the commencement of any action, suit or proceeding, Indemnitee shall, if a claim thereof is to be made
against the Corporation hereunder, notify the Corporation of the commencement thereof. The failure to promptly notify the Corporation
of the commencement of the action, suit or proceeding, or Indemnitee’s request for indemnification, will not relieve the
Corporation from any liability that it may have to Indemnitee hereunder, except to the extent the Corporation is prejudiced in
its defense of such action, suit or proceeding as a result of such failure.


 


(c) In the event the
Corporation shall be obligated to pay the expenses of Indemnitee with respect to an action, suit or proceeding, as provided in
this Agreement, the Corporation, if appropriate, shall be entitled to assume the defense of such action, suit or proceeding, with
counsel reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of its election to do so. After
delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Corporation, the Corporation
will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect
to the same action, suit or proceeding, provided that (1) Indemnitee shall have the right to employ Indemnitee’s own counsel
in such action, suit or proceeding at Indemnitee’s expense and (2) if (i) the employment of counsel by Indemnitee has been
previously authorized in writing by the Corporation, (ii) counsel to the Corporation or Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant
issue between the Corporation and Indemnitee in the conduct of any such defense or (iii) the Corporation shall not, in fact, have
employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of Indemnitee’s counsel
shall be at the expense of the Corporation, except as otherwise expressly provided by this Agreement. The Corporation shall not
be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation
or as to which counsel for the Corporation or Indemnitee shall have reasonably made the conclusion provided for in clause (ii)
above.


 



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(d) Notwithstanding any
other provision of this Agreement to the contrary, to the extent that Indemnitee is, by reason of Indemnitee’s corporate
status with respect to the Corporation or any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
which Indemnitee is or was serving or has agreed to serve at the request of the Corporation, a witness or otherwise participates
in any action, suit or proceeding at a time when Indemnitee is not a party in the action, suit or proceeding, the Corporation shall
indemnify Indemnitee against all expenses (including attorneys’ fees) actually and reasonably incurred by Indemnitee or on
Indemnitee’s behalf in connection therewith.


 


Section 5. Procedure
for Indemnification.


 


(a) To obtain indemnification,
Indemnitee shall promptly submit to the Corporation a written request, including therein or therewith 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. The Corporation shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors
in writing that Indemnitee has requested indemnification.


 


(b) The Corporation’s
determination whether to grant Indemnitee’s indemnification request shall be made promptly, and in any event within 60 days
following receipt of a request for indemnification pursuant to Section 5(a). The right to indemnification as granted by Section
1 of this Agreement shall be enforceable by Indemnitee in any court of competent jurisdiction if the Corporation denies such request,
in whole or in part, or fails to respond within such 60-day period. It shall be a defense to any such action (other than an action
brought to enforce a claim for the advance of costs, charges and expenses under Section 4 hereof where the required undertaking,
if any, has been received by the Corporation) that Indemnitee has not met the standard of conduct set forth in Section 1 hereof,
but the burden of proving such defense by clear and convincing evidence shall be on the Corporation. Neither the failure of the
Corporation (including its Board of Directors or one of its committees, its independent legal counsel, and its stockholders) to
have made a determination prior to the commencement of such action that indemnification of Indemnitee is proper in the circumstances
because Indemnitee has met the applicable standard of conduct set forth in Section 1 hereof, nor the fact that there has been an
actual determination by the Corporation (including its Board of Directors or one of its committees, its independent legal counsel,
and its stockholders) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create
a presumption that Indemnitee has or has not met the applicable standard of conduct. The Indemnitee’s expenses (including
attorneys’ fees) incurred in connection with successfully establishing Indemnitee’s right to indemnification, in whole
or in part, in any such proceeding or otherwise shall also be indemnified by the Corporation.


 


(c) The Indemnitee shall
be presumed to be entitled to indemnification under this Agreement upon submission of a request for indemnification pursuant to
this Section 5, and the Corporation shall have the burden of proof in overcoming that presumption in reaching a determination contrary
to that presumption. Such presumption shall be used as a basis for a determination of entitlement to indemnification unless the
Corporation overcomes such presumption by clear and convincing evidence.


 



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Section 6. Insurance
and Subrogation.


 


(a) The Corporation may
purchase and maintain insurance on behalf of Indemnitee who is or was or has agreed to serve at the request of the Corporation
as a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise against any liability
asserted against, and incurred by, Indemnitee or on Indemnitee’s behalf in any such capacity, or arising out of Indemnitee’s
status as such, whether or not the Corporation would have the power to indemnify Indemnitee against such liability under the provisions
of this Agreement. To the extent that the Corporation maintains an insurance policy or policies providing liability insurance for
directors, officers, employees, or agents or fiduciaries of the Corporation or of any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise that such person serves at the request of the Corporation, Indemnitee shall be
covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any
director, officer, employee, agent or fiduciary under such policy or policies. If the Corporation has such insurance in effect
at the time the Corporation receives from Indemnitee any notice of the commencement of a proceeding, the Corporation shall give
prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the policy.
The Corporation 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 policy.


 


(b) Except as provided
in Section 6(d) below, in the event of any payment by the Corporation under this Agreement, the Corporation shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee (other than against the Fund Indemnitors) with respect
to any insurance policy, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Corporation to bring suit to enforce such rights in accordance with the terms
of such insurance policy. The Corporation shall pay or reimburse all expenses actually and reasonably incurred by Indemnitee in
connection with such subrogation.


 


(c) Except as provided
in Section 6(d) below, the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (including, but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) if
and to the extent that Indemnitee has otherwise actually received such payment under this Agreement or any insurance policy, contract,
agreement or otherwise.


 


(d)        The
Corporation hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance
provided by Merck Global Health Innovation Fund, LLC and/or certain of its affiliates (collectively, the “Fund Indemnitors”).
The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and
any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred
by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and
shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally
permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Corporation (or
any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Fund
Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against
the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further
agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee
has sought indemnification from the Corporation shall affect the foregoing and the Fund Indemnitors shall have a right of contribution
and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Corporation.
The Corporation and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 6(d).


 



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Section 7. Certain
Definitions. For purposes of this Agreement, the following definitions shall apply:


 


(a) The term “action,
suit or proceeding” shall be broadly construed and shall include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completed claim, action,
suit or proceeding, whether civil, criminal, administrative or investigative.


 


(b) The term “by
reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Corporation, or while serving as a director
or officer of the Corporation, is or was serving or has agreed to serve at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise” shall
be broadly construed and shall include, without limitation, any actual or alleged act or omission to act.


 


(c) The term “expenses”
shall be broadly and reasonably construed and shall include, without limitation, all direct and indirect costs of any type or nature
whatsoever (including, without limitation, all attorneys’ fees and related disbursements, appeal bonds, other out-of-pocket
costs and reasonable compensation for time spent by Indemnitee for which Indemnitee is not otherwise compensated by the Corporation
or any third party (other than Fund Indemnitors)), actually and reasonably incurred by Indemnitee in connection with either the
investigation, defense or appeal of a proceeding or establishing or enforcing a right to indemnification under this Agreement,
Section 145 of the General Corporation Law of the State of Delaware or otherwise.


 


(d) The term “judgments,
fines and amounts paid in settlement” shall be broadly construed and shall include, without limitation, all direct and indirect
payments of any type or nature whatsoever (including, without limitation, all penalties and amounts required to be forfeited or
reimbursed to the Corporation), as well as any penalties or excise taxes assessed on a person with respect to an employee benefit
plan.


 


(e) The term “Corporation”
shall include, without limitation and in addition to the resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise,
shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation
as he or she would have with respect to such constituent corporation if its separate existence had continued.


 



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(f) The term “other
enterprises” shall include, without limitation, employee benefit plans.


 


(g) The term “serving
at the request of the Corporation” shall include, without limitation, any service as a director, officer, employee or agent
of the Corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries.


 


(h) A person who acted
in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation”
as referred to in this Agreement.


 


Section 8. Limitation
on Indemnification. Notwithstanding any other provision herein to the contrary, the Corporation shall not be obligated pursuant
to this Agreement:


 


(a) Claims Initiated
by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to an action, suit or proceeding (or part thereof)
initiated by Indemnitee, except with respect to an action, suit or proceeding brought to establish or enforce a right to indemnification
(which shall be governed by the provisions of Section 8(b) of this Agreement), unless such action, suit or proceeding (or part
thereof) was authorized or consented to by the Board of Directors of the Corporation.


 


(b) Action for Indemnification.
To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any action, suit or proceeding instituted by Indemnitee
to enforce or interpret this Agreement, unless Indemnitee is successful in establishing Indemnitee’s right to indemnification
in such action, suit or proceeding, in whole or in part, or unless and to the extent that the court in such action, suit or proceeding
shall determine that, despite Indemnitee’s failure to establish their right to indemnification, Indemnitee is entitled to
indemnity for such expenses; provided, however, that nothing in this Section 8(b) is intended to limit the Corporation’s
obligation with respect to the advancement of expenses to Indemnitee in connection with any such action, suit or proceeding instituted
by Indemnitee to enforce or interpret this Agreement, as provided in Section 4 hereof.


 


(c) Section 16 Violations.
To indemnify Indemnitee on account of any proceeding with respect to which final judgment is rendered against Indemnitee for payment
or an accounting of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 16(b) of the
Securities Exchange Act of 1934, as amended, or any similar successor statute.


 


(d) Non-compete and
Non-disclosure. To indemnify Indemnitee in connection with proceedings or claims involving the enforcement of non-compete and/or
non-disclosure agreements or the non-compete and/or non-disclosure provisions of employment, consulting or similar agreements the
Indemnitee may be a party to with the Corporation, or any subsidiary of the Corporation or any other applicable foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, if any.


 



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Section 9. Certain
Settlement Provisions. The Corporation shall have no obligation to indemnify Indemnitee under this Agreement for amounts paid
in settlement of any action, suit or proceeding without the Corporation’s prior written consent, which shall not be unreasonably
withheld. The Corporation shall not settle any action, suit or proceeding in any manner that would impose any fine or other obligation
on Indemnitee without Indemnitee’s prior written consent, which shall not be unreasonably withheld.


 


Section 10. Savings
Clause. If any provision or provisions of this Agreement shall be invalidated on any ground by any court of competent jurisdiction,
then the Corporation shall nevertheless indemnify Indemnitee as to costs, charges and expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Corporation, to the full extent permitted by any applicable portion
of this Agreement that shall not have been invalidated and to the full extent permitted by applicable law.


 


Section 11. Contribution.
In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held
by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the
Corporation shall, to the fullest extent permitted by law, contribute to the payment of Indemnitee’s costs, charges and expenses
(including attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding,
whether civil, criminal, administrative or investigative, in an amount that is just and equitable in the circumstances, taking
into account, among other things, contributions by other directors and officers of the Corporation or others pursuant to indemnification
agreements or otherwise; provided, that, without limiting the generality of the foregoing, such contribution shall not be required
where such holding by the court is due to (i) the failure of Indemnitee to meet the standard of conduct set forth in Section 1
hereof, or (ii) any limitation on indemnification set forth in Section 6(c), 8 or 9 hereof.


 


Section 12. Form
and Delivery of Communications. Any notice, request or other communication required or permitted to be given to the parties
under this Agreement shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail or
courier service, or certified or registered mail, return receipt requested, postage prepaid, to the parties at the following addresses
(or at such other addresses for a party as shall be specified by like notice):


 


If to the Corporation:


 


VirtualScopics, Inc.


350 Linden Oaks


Rochester, New York 14625


Attn: Molly Henderson, Chief Financial Officer


Facsimile: (585) 218-7350


 


If to Indemnitee:


 


David Rubin


c/o Merck Global Health
Innovation Fund, LLC


One Merck Drive


Whitehouse Station, New Jersey 08889-0100


Facsimile: 908 735-1341


 



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Section 13. Subsequent
Legislation. If the General Corporation Law of Delaware is amended after adoption of this Agreement to expand further the indemnification
permitted to directors or officers, then the Corporation shall indemnify Indemnitee to the fullest extent permitted by the General
Corporation Law of Delaware, as so amended.


 


Section
14. Nonexclusivity. The provisions for indemnification and advancement of expenses set forth in this Agreement shall
not be deemed exclusive of any other rights which Indemnitee may have under any provision of law, the Corporation’s Certificate
of Incorporation or Bylaws, in any court in which a proceeding is brought, the vote of the Corporation’s stockholders or
disinterested directors, other agreements or otherwise, and Indemnitee’s rights hereunder shall continue after Indemnitee
has ceased acting as an agent of the Corporation and shall inure to the benefit of the heirs, executors and administrators of Indemnitee.
However, no amendment or alteration of the Corporation’s Certificate of Incorporation or Bylaws or any other agreement shall
adversely affect the rights provided to Indemnitee under this Agreement


 


Section 15. Enforcement.
The Corporation shall be precluded from asserting in any judicial proceeding that the procedures and presumptions of this Agreement
are not valid, binding and enforceable. The Corporation agrees that its execution of this Agreement shall constitute a stipulation
by which it shall be irrevocably bound in any court of competent jurisdiction in which a proceeding by Indemnitee for enforcement
of his rights hereunder shall have been commenced, continued or appealed, that its obligations set forth in this Agreement are
unique and special, and that failure of the Corporation to comply with the provisions of this Agreement will cause irreparable
and irremediable injury to Indemnitee, for which a remedy at law will be inadequate. As a result, in addition to any other right
or remedy Indemnitee may have at law or in equity with respect to breach of this Agreement, Indemnitee shall be entitled to injunctive
or mandatory relief directing specific performance by the Corporation of its obligations under this Agreement.


 


Section 16. Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 


Section 17. Entire
Agreement. This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties
hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements
with respect to the matters covered hereby are expressly superceded by this Agreement.


 


Section 18. Modification
and Waiver. No supplement, modification, waiver 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 provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 



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Section 19. Successor
and Assigns. All of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall
be enforceable by the parties hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives.
The Corporation shall require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Corporation, by written agreement in form and substance reasonably
satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that
the Corporation would be required to perform if no such succession had taken place.


 


Section
20. Service of Process and Venue. For purposes of any claims or proceedings to enforce this agreement, the Corporation
consents to the jurisdiction and venue of any federal or state court of competent jurisdiction in the states of Delaware and New
York, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any similar claim.


 


Section 21. Supersedes
Prior Agreement. This Agreement supercedes any prior indemnification agreement between Indemnitee and the Corporation or its
predecessors.


 


Section 22. 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. If a court of competent jurisdiction
shall make a final determination that the provisions of the law of any state other than Delaware govern indemnification by the
Corporation of its officers and directors, then the indemnification provided under this Agreement shall in all instances be enforceable
to the fullest extent permitted under such law, notwithstanding any provision of this Agreement to the contrary.


 


Section 23. Employment
Rights. Nothing in this Agreement is intended to create in Indemnitee any right to employment or continued employment.


 


[Remainder
of page intentionally omitted]


 



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Section 24. Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together
shall be deemed to be one and the same instrument, notwithstanding that both parties are not signatories to the original or same
counterpart.


 


Section 25. Headings.
The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.


 


IN WITNESS WHEREOF,
this Agreement has been duly executed and delivered to be effective as of the date first above written.


 


	 	VirtualScopics, Inc.
	 	 
	 	By:	/s/ Molly Henderson
	 	Name: Molly Henderson
	 	Title: Chief Business and Financial Officer
	 	 
	 	By	/s/ David Rubin
	 	Name: David Rubin


 


[Signature
page to Director Indemnification Agreement]




 






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