Exhibit
10.2


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (this “Agreement”), effective as of August 4, 2021 (the “Effective Date”),
is between Indaptus Therapeutics, Inc. (the “Company”) and Michael J. Newman (the “Executive”).


 


WITNESSETH


 


WHEREAS,
the Company desires to employ the Executive as its Chief Science Officer, and the Executive desires to accept such employment, on the
terms and conditions set forth in this Agreement;


 


NOW,
THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


		1.	EMPLOYMENT.
                                            Subject to the terms and conditions set forth herein, the Company hereby employs the Executive,
                                            and the Executive hereby accepts such employment by the Company commencing on the Effective
                                            Date.



 


		2.	SCOPE
                                            OF EMPLOYMENT. During the term of this Agreement, Executive shall hold the position of Chief
                                            Science Officer and Founder and shall have those duties and responsibilities customarily
                                            associated with the title of Chief Science Officer plus any additional duties as may reasonably
                                            be assigned to him from time to time by the Company. The Company shall at all times during
                                            the term of this Agreement take all steps necessary to nominate Executive as a nominee for
                                            director for the purposes of any meeting or consent of the shareholders conducted or taken
                                            during the term of this Agreement, and shall use reasonable efforts to have Executive appointed
                                            to the Science Committee. The Executive shall report directly to the Chief Executive Officer.
                                            The Executive will devote his full time and best efforts to the business and affairs of the
                                            Company; provided, however, that the Executive may (i) serve as a director or advisor of
                                            nonprofit organizations without the approval of the Company; (ii) serve as a director or
                                            advisor of one (1) for-profit organization with the Company’s permission (which shall
                                            not be unreasonably withheld or delayed); provided, however, that such service shall not
                                            create a conflict of interest with Executive’s service to the Company; (iii) perform
                                            and participate in charitable, civic, educational, professional, community and industry affairs
                                            and other related activities; and (iv) manage Executive’s personal investments, provided,
                                            in each case, that such activities do not (a) materially interfere, individually or in the
                                            aggregate with the performance of your duties hereunder or (b) violate any restrictive covenants.
                                            The Executive shall be subject to and comply with the Company’s policies, procedures
                                            and approval practices as generally in effect at any time and from time to time.



 


		3.	PREVIOUS
                                            OBLIGATIONS. To the best of Executive’s knowledge, the Executive represents that his
                                            employment by the Company and the performance of his duties on behalf of the Company does
                                            not, and shall not, breach any agreement that obligates the Executive to keep in confidence
                                            any trade secrets or confidential or proprietary information of any other party or to refrain
                                            from competing, directly or indirectly, with the business of any other party.



 


		4.	COMPENSATION.
                                            As full compensation for all services to be rendered by Executive during the term of this
                                            Agreement, the Company will compensate the Executive as follows.



 


		A.	Base
                                            Salary. The Company shall pay the Executive a base salary (the “Base Salary”)
                                            at the annualized rate of $425,000, which shall be subject to customary withholdings and
                                            authorized deductions and shall be payable in equal installments in accordance with the Company’s
                                            customary payroll practices in place from time to time. The Executive’s Base Salary
                                            shall be subject to review for an upward adjustment on at least an annual basis. The Executive’s
                                            Base Salary may not be adjusted downward without the Executive’s prior written consent.
                                            The foregoing annualized rate will be effective for fiscal year 2021 and may be reevaluated
                                            by the Company’s Board of Directors for fiscal year 2022.



 










    	 



    	 



    

 


		B.	Annual
                                            Bonus. The Executive will be eligible to participate in an annual executive bonus plan
                                            pursuant to which he may earn a bonus (“Bonus”) equal to up to 50% of
                                            his Base Salary (such maximum bonus may be referred to as the “Target Bonus”).



 


Prior
to the commencement of each calendar year, the Board will establish and approve the Target Bonus for such calendar year, provided that
such Target Bonus shall not be less than 40% of the Executive’s Base Salary. Achievement of the Target Bonus will be based on the
Executive meeting individual objectives and the Company meeting company-wide objectives (collectively, the “Performance Criteria”).


 


The
Board may, in its discretion, grant the Executive a Bonus in excess of the Target Bonus if the Performance Criteria are exceeded or for
such additional contributions that the Board may choose to recognize.


 


Following
the close of each calendar year but in no event after the later of January 30th of the year following the year for which the
Bonus is payable or ten business days after completion of the Company’s audited financial statements, the Board will meet and determine
in its reasonable discretion the extent to which the Performance Criteria have been achieved for such year and the amount of the Bonus.
Based on that determination, payment of the Bonus (if any) shall be made at the same time annual Bonuses are generally paid to other
senior executives of the Company (generally the first regular payroll date following the Board’s certification of the achievement
of applicable Performance Criteria) (the “Bonus Payment Date”). If the Executive is eligible to receive a Bonus, such
Bonus will not be deemed to be fully earned unless Executive is employed by the Company and in good standing on the last day of the fiscal
year to which the Bonus relates. The Bonus shall be paid to the Executive no later than March 15th of the year following the
year for which the bonus is payable.


 


		C.	Stock
                                            Option Grants. Subject to the Board’s approval, the Company shall grant to you
                                            as soon as reasonably practicable an option to acquire 290,000 shares of common stock (the
                                            “Option”) under the Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan (the
                                            “Stock Incentive Plan”). The Option grant shall have a price per share exercise
                                            price equal to the fair market value of an underlying share of the Company common as determined
                                            by the Board on the date of grant. The Option will be evidenced in writing by, and subject
                                            to the terms of, the Stock Incentive Plan and a stock option agreement attached to this Agreement.
                                            The Option will vest one-third of the shares after one year, with monthly vesting in equal
                                            amounts over the next two years so that it vests 100% over three years after the date of
                                            grant. During the Term, subject to the terms of the Stock Incentive Plan Plan or any successor
                                            equity compensation plan as may be in place from time to time and separate award agreements,
                                            the Executive shall be eligible to receive from time to time stock options or other equity
                                            awards in amounts, if any, to be approved by the Board or the Compensation Committee in its
                                            discretion.



 


Executive
agrees that any equity grants awarded to him as compensation for services as Chief Science Officer shall be subject to any clawback policy
that the Company established from time to time that is applicable to the Company’s executive officers.


 




    	 



    	 



    

 


		5.	BENEFITS.
                                            During his employment and subject to any contribution therefore generally required of employees
                                            of the Company, the Executive shall be entitled to participate in any and all employee benefit
                                            plans from time to time in effect for executive employees of the Company generally. Such
                                            participation shall be subject to (i) the terms of the applicable plan documents, (ii) generally
                                            applicable policies of the Company and (iii) the discretion of the Board or any administrative
                                            or other committee provided for in or contemplated by such plan. The Company may alter, modify,
                                            add to or delete its employee benefit plans at any time as it, in its sole judgment, deems
                                            appropriate.



 


		A.	Vacations
                                            and Holidays. During the term of his employment, the Executive shall be entitled to 20
                                            paid days off (none of which may be carried over from one year to the next) as well as those
                                            paid public holidays provided for in the Company’s standard policies, as they may be
                                            amended from time to time.



 


		6.	EXPENSES.
                                            The Executive shall be entitled to reimbursement by the Company for all necessary and reasonable
                                            travel, entertainment and other business expenses incurred by him in connection with his
                                            duties hereunder. The Company shall reimburse the Executive for all such expenses upon presentation
                                            of an itemized account and appropriate supporting documentation, all in accordance with the
                                            Company’s generally applicable policies as in effect from time to time.



 


		7.	CONFIDENTIALITY.



 


		A.	Definition.
                                            During the term of his employment, the Executive will have access to the Company’s
                                            confidential business information (the “Confidential Information”). The
                                            definition of Confidential Information includes any information regarding the Company or
                                            its affiliates that is not generally available to the public. By way of example not limitation,
                                            Confidential Information includes inventions, designs, data, computer code, works of authorship,
                                            know-how, trade secrets, formulas, compounds, indications, techniques, ideas, discoveries,
                                            products and services under development, employee, investor, customer and vendor information
                                            of any kind, marketing and business plans and financial information of any kind including
                                            pricing and profit margins.



 


		B.	Ownership
                                            of Confidential Information. The Confidential Information (and all documents containing
                                            Confidential Information) is and will, as between the Executive and the Company, be the sole
                                            property of the Company.



 


		C.	


Protection
and Use of Confidential Information. The Executive shall preserve and protect the confidentiality and security of the Confidential Information.
At all times during his employment by the Company and thereafter, the Executive will protect and not disclose to any third party any
Confidential Information. The Executive shall not use the Confidential Information or make any use of, the Confidential Information,
except (i) in connection with the performance of his duties for the Company or as otherwise required in connection with court process
or requested by a governmental or regulatory body; (ii) as may be required by law (with advance notice to the Company prior to any such
disclosure to the extent legally permitted); or (iii) to Executive’s personal legal advisors for the purposes of enforcing or interpreting
this Agreement (or in the case of any other litigation between the Executive and the Company), or to a court or arbitrator for the purpose
of enforcing or interpreting this Agreement (or in the case of any other litigation between the Executive and the Company), and who in
each case have been informed as to the confidential nature of such Confidential Information and, as to advisors, their obligation to
keep such Confidential Information confidential. “Confidential Information” will not include any information which is in
the public or industry domain during the Executive’s employment, provided that such information is not in the public or industry
domain as a consequence of any action or inaction by the Executive in violation of this Agreement.





	 








    	 



    	 



    

 


		D.	Return
                                            of Confidential Information. Upon request of the Company, the Executive will promptly
                                            (i) deliver to the Company all documents and other tangible media in the Executive’s
                                            possession or control that evidence, contain or reflect Confidential Information (including
                                            all copies, reproductions, digests, abstracts, analyses, and notes) and (ii) destroy any
                                            intangible materials that evidence, contain or reflect Confidential Information on equipment
                                            or media not owned by the Company, provided Executive may retain personal financial, insurance,
                                            identification and health records or documents and the contact information of your personal
                                            contacts and any portion of your personal correspondence to the extent such retained portion
                                            does not contain Confidential Information.



 


Notwithstanding
any provisions of this Agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets, the Executive is
hereby notified that, pursuant to Section 7 of the Defend Trade Secrets Act, the Executive cannot be held criminally or civilly liable
under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State or
local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating
a suspected violation of law. The Executive also may not be held so liable for such disclosures made in a complaint or other document
filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation
by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the
trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does
not disclose the trade secret, except pursuant to court order.


 


Notwithstanding
any provisions of this Agreement or otherwise, nothing contained in this Agreement limits the Executive’s ability to file a charge
or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or
local governmental agency or commission (collectively, “Government Agencies”), or prevents the Executive from providing truthful
testimony in response to a lawfully issued subpoena or court order. Further, nothing in this Agreement shall (1) prohibit the Executive
from making reports of possible violations of federal law or regulation to any Government Agencies, including but not limited to the
Securities and Exchange Commission, in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange
Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal
law or regulation, or (2) require notification or prior approval by the Company of any such report; provided that the Executive is not
authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice
or that are protected by the attorney work product or similar privilege. Further, this Agreement does not limit the Executive’s
ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted
by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not
limit the Executive’s right to seek an award pursuant to Section 21F of the Securities Exchange Act of 1934.


 




    	 



    	 



    

 


		8.	ASSIGNMENT
                                            OF WORK PRODUCT.



 


		A.	Definitions.
                                            The following capitalized terms shall have the meanings assigned to them below:



 


“Intellectual
Property” means collectively all Work Product and all Intellectual Property Rights relating to all Work Product.


 


“Intellectual
Property Rights” means all copyrights, copyright registrations and copyright applications, trademarks, service marks, trade
dress, trade names, trademark registrations and trademark applications, patents and patent applications, trade secret rights, and all
other rights and interests existing, created or protectable under any intellectual property or other law of any nation.


 


“Work
Product” means any and all inventions, discoveries, original works of authorship, developments, improvements, formulas, compounds,
indications, techniques, concepts, data and ideas (whether or not patentable or registerable under patent, copyright, or similar statute)
made, conceived, prepared, created, discovered, or reduced to practice by the Executive, either alone or jointly with others during the
period of his employment, that (i) result from work performed by the Executive for the Company, (ii) are made by use of the Company’s
equipment, supplies, facilities or Confidential Information, or are made, conceived or completed, wholly or in part, within the scope
of the Executive’s services or duties to the Company, or (iii) are related to the business of the Company or the actual or demonstrably
anticipated business of the Company.


 


		B.	Property
                                            of the Company. All Intellectual Property is and will be the sole property of the Company.



 


		C.	Copyrights;
                                            Assignment. The Executive agrees that all copyrightable materials that fall within the definition
                                            of Work Product, will be, to the maximum extent permitted by law, works-made-for-hire for
                                            the Company under copyright law, and to the extent not works-made-for-hire, the Executive
                                            hereby assigns to the Company, without royalty or further consideration to the Executive,
                                            all right, title, and interest he may have, or may acquire, in and to all Intellectual Property.



 








		D.	Disclosure.
                                            The Executive will promptly disclose in writing all Work Product to the Company. The Executive
                                            agrees to keep adequate and current written records of all such Work Product, in the form
                                            of notes, sketches, drawings, electronic records and/or other reports, which records are,
                                            and will remain, the sole property of the Company and will be available to the Company at
                                            all times.



 


		E.	Execution
                                            of Documents. Whenever requested by the Company, both during the period of the Executive’s
                                            employment and thereafter, the Executive will promptly sign and deliver to the Company any
                                            and all applications, assignments and other documents that the Company considers necessary
                                            or desirable in order to: (a) assign, apply for, obtain, and maintain any Intellectual Property
                                            Rights in the United States and for other countries relating to any Work Product, (b) assign
                                            and convey to the Company or its designee the sole and exclusive right, title, and interest
                                            in and to all Intellectual Property, (c) provide evidence regarding the Intellectual Property
                                            that the Company considers necessary or desirable, and (d) confirm the Company’s ownership
                                            of the Intellectual Property, all without royalty or any other further consideration to the
                                            Executive.



 




    	 



    	 



    

 


		F.	Assistance
                                            to the Company. Whenever requested by the Company, both during the period of the Executive’s
                                            employment and thereafter, the Executive will, at the Company’s expense, assist the
                                            Company in assigning, obtaining, maintaining, defending, registering and from time to time
                                            enforcing, in any and all countries, the Company’s right to the Intellectual Property.
                                            This assistance may include, without limitation, testifying in a suit or other proceeding.
                                            If the Company requires assistance from the Executive after termination of his employment,
                                            the Executive will be compensated for time actually spent in providing assistance at an hourly
                                            rate equivalent to his compensation at the time his employment was terminated together with
                                            his reasonable, actual out-of-pocket expenses incurred in providing such assistance.



 


		G.	Power
                                            of Attorney. For use in the case that the Company cannot obtain the Executive’s
                                            signature on any document that the Company considers necessary or desirable in order to assign,
                                            apply for, prosecute, obtain, or enforce any Intellectual Property, whether due to the Executive’s
                                            non-cooperation, unavailability, or any other reason, the Executive hereby irrevocably designates
                                            and appoints the Company and each of its duly authorized officers and agents as his agent
                                            and attorney-in-fact to act for, and on the Executive’s behalf, to execute and file
                                            any such document and to do all other lawfully permitted acts to further the assignment,
                                            transfer to the Company, application, registration, prosecution, issuance, and enforcement
                                            of all Intellectual Property, with the same force and effect as if executed and delivered
                                            by the Executive.



 





		H.	Prior
                                            Inventions. The Executive represents that any inventions, original works of authorship,
                                            discoveries, concepts or ideas, if any, to which the Executive presently has any right, title
                                            or interest, and which were previously conceived either wholly or in part by the Executive,
                                            and that the Executive desires to exclude from the operation of this Agreement are identified
                                            on Schedule A of this Agreement (each a “Prior Invention”). The Executive
                                            represents that the list contained in Schedule A is complete to the best of his knowledge
                                            and to the extent any such Prior Invention is not listed, it is agreed that Company has and
                                            is hereby granted a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license
                                            to make, have made, modify, display, perform sell and otherwise use such Prior Invention
                                            as part of or in connection with any Company product, process or service. If during the Executive’s
                                            retention with the Company, the Executive incorporates a Prior Invention into a Company product,
                                            process or service or its use, the Executive shall be deemed to have automatically granted
                                            to the Company a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to
                                            make, have made, modify, display, perform sell and otherwise use such Prior Invention as
                                            part of or in connection with any Company product, process or service.



 


		9.	TERM;
                                            TERMINATION.



 


		A.	Term.
                                            Employment is on an AT-WILL basis and both the Company and the Executive shall have the right
                                            to terminate this Agreement and the Executive’s employment at any time subject to the
                                            notice provisions set forth below.



 


		B.	Death.
                                            Upon the death of the Executive, the Executive’s employment with the Company shall
                                            terminate.



 


		C.	Disability.
                                            If the Executive is unable to perform the essential functions of Employee’s employment
                                            with the Company for more than eighteen weeks (unless a longer period is required by state
                                            or federal law), the Company shall have the right to terminate the Executive’s employment
                                            upon prior written notice.



 




    	 



    	 



    

 


		D.	Termination
                                            by the Executive. The Executive may terminate this Agreement and his employment hereunder
                                            (i) without Good Reason (as defined below) upon thirty (30) days written notice to the Executive
                                            or (ii) immediately for Good Reason.



 


		E.	Termination
                                            by Company. The Company may terminate this Agreement and the Executive’s employment
                                            hereunder (i) without Cause (as defined below) upon thirty (30) days written notice to the
                                            Executive or (ii) immediately for Cause.



 


		F.	Certain
                                            Definitions. The following capitalized terms shall have the meanings assigned to them
                                            below:



 


“Cause”
means: (i) the Executive’s chronic failure to perform those material duties assigned to him pursuant to Section 2 above after written
notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (ii) the Executive’s material and
repeated gross negligence or willful misconduct (including but not limited to acts of fraud or theft or the violation of applicable laws)
in connection with the performance of his duties after written notice thereof and a reasonable opportunity to respond and/or cure of
not less than 30 days; (iii) the Executive’s material breach of Section 7 or 8 above after written notice thereof and a reasonable
opportunity to respond and/or cure of not less than 30 days; (iv) the Executive’s conviction of, or entry of a plea of guilty or
nolo contendere to a felony or any other crime that involves fraud, dishonesty, or serious moral turpitude under the laws of the
United States or any state thereof; or (v) the Executive’s alcohol abuse or use of controlled substances (other than prescription
drugs taken in accordance with a physician’s prescription), in each case, to the extent such activities under this clause (v) materially
interfere with Executive’s duties.


 


“Good
Reason” means the voluntary termination by the Executive within thirty (30) days following: (i) a requirement that the Executive
physically relocates to another office that is more than 30 miles from the office location that the Executive reported to at the commencement
of his employment with the Company; (ii) a reduction in the Executive’s Salary or Target Bonus in violation of this agreement;
(iii) a material adverse change in the Executive’s title or job description or a significant reduction of the scope of the Executive’s
authority or responsibilities as Chief Science Officer, but not including any Board related duties, or (iv) or any other material breach
of this Agreement by the Company, provided that no act or omission in (i) through (iv) of this definition shall constitute Good Reason
unless (x) Executives provides the Company with written notice within ninety (90) days after Executive first become aware of, or reasonably
should have become aware of, the occurrence or existence of such event or circumstance, which notice identifies the event or circumstance
that you believe constitutes Good Reason, (y) the Company fails to cure such act or omission within thirty (30) days after delivery of
such notice to the Company and (z) Executive terminates Executive’s employment with the Company within thirty (30) days after the
expiration of the cure period referred to in the preceding clause (y).


 




    	 



    	 



    

 


		10.	EFFECT
                                            OF TERMINATION



 


		A.	Payments
                                            Upon Termination. In the event that the Executive’s employment with the Company
                                            is terminated for any reason, the Executive shall have the right to receive (i) the compensation
                                            and reimbursable expenses then accrued and/or earned and unpaid under Sections 4 and 5 of
                                            this Agreement through the date of termination (including, if the Executive is entitled to
                                            a Bonus for the year immediately preceding the year of such termination but for not being
                                            employed on the Bonus Payment Date, the Company shall pay the Bonus based on achievement
                                            of pre-determined performance goals on the same basis as other participants in the plan who
                                            are employed on the Bonus Payment Date), (ii) payment for unused vacation days accrued through
                                            the date of termination and (iii) any benefits required by the Consolidated Omnibus Budget
                                            Reconciliation Act of 1985. In addition, in the event that the Executive’s employment
                                            with the Company is terminated due to Executive’s death or disability (as described
                                            in Section 9(B) and 9(C), above), if the Executive is entitled to a Bonus for the year of
                                            termination based on achievement of pre-determined performance goals (and ignoring any continuation
                                            of employment requirements), the Company shall pay such Bonus on the same basis as other
                                            participants in the plan except that the Bonus amount shall be prorated (based on the percentage
                                            of days the Executive was employed relative to the total number of days in the bonus earning
                                            period).



 


		B.	Additional
                                            Payments. (a) Subject to Sections 10 D and 10 E, in the event that the Executive’s
                                            employment with the Company is terminated by the Company without Cause or by the Executive
                                            for Good Reason during the Term other than during the Change in Control Period (as defined
                                            below), (A) the Company shall (i) pay to the Executive an amount equal to twelve (12) months
                                            of his then current Base Salary under Section 4 A above (less applicable withholdings and
                                            authorized deductions), to be paid in equal installments bimonthly in accordance with the
                                            Company’s customary payroll practices, and (ii) if the Executive then participates
                                            in the Company’s medical and/or dental plans and the Executive timely elects to continue
                                            and maintain group health plan coverage pursuant to COBRA, reimburse the Executive for the
                                            cost of health insurance under COBRA for the Executive and Executive’s dependents for
                                            a period of twelve (12) months; provided, however, that if and to the extent that the Company
                                            may not provide such COBRA reimbursement without incurring tax penalties or violating any
                                            requirement of the law, the Company shall use its commercially reasonable best efforts to
                                            provide substantially similar assistance in an alternative manner, provided that the cost
                                            of doing so does not exceed the cost that the Company would have incurred had the COBRA reimbursement
                                            been provided in the manner described above or cause a violation of Section 409A (as defined
                                            below), and (B) if the Executive is entitled to a Bonus for the year of termination based
                                            on achievement of pre-determined performance goals (and ignoring any continuation of employment
                                            requirements), the Company shall pay such Bonus on the same basis as other participants in
                                            the plan except that the Bonus amount shall be prorated (based on the percentage of days
                                            the Executive was employed relative to the total number of days in the bonus earning period).



 


		C.	Subject
                                            to Sections 10 D and 10 E, in the event that the Executive’s employment is terminated
                                            by the Company without Cause or by the Executive for Good Reason during the Term and within
                                            6 months immediately preceding and 12 months immediately following a Change in Control (as
                                            defined below) (the “Change in Control Period”), then in lieu of the payments
                                            set forth in subsection 10 B above, the Company shall (i) pay to the Executive an amount
                                            equal to 1.5 times the sum of the Executive’s Base Salary under Section 4 A above and
                                            Target Bonus under Section 4 B above (less applicable withholdings and authorized deductions),
                                            to be paid in equal installments bimonthly in accordance with the Company’s customary
                                            payroll practices, (ii) if the Executive then participates in the Company’s medical
                                            and/or dental plans and the Executive timely elects to continue and maintain group health
                                            plan coverage pursuant to COBRA, reimburse the Executive for the cost of health insurance
                                            under COBRA for the Executive and Executive’s dependents for a period of eighteen (18)
                                            months; provided, however, that if and to the extent that the Company may not provide such
                                            COBRA reimbursement without incurring tax penalties or violating any requirement of the law,
                                            the Company shall use its commercially reasonable best efforts to provide substantially similar
                                            assistance in an alternative manner, provided that the cost of doing so does not exceed the
                                            cost that the Company would have incurred had the COBRA reimbursement been provided in the
                                            manner described above or cause a violation of Section 409A (as defined below), (iii) pay
                                            the current year Bonus at the Target Bonus level on a prorated basis (using the percentage
                                            of days the Executive was employed relative to the total number of days in the bonus earning
                                            period). which payment shall be made within 30 days of termination, and (iv) fully accelerate
                                            vesting of all of the Executive’s outstanding stock options, restricted stock and other
                                            equity incentive awards upon the later of (x) the Change in Control or (y) the Executive’s
                                            termination of employment with the Company.



 




    	 



    	 



    

 


As
used in this Agreement, “Change in Control” means (x) a change in ownership of the Company under clause (i) below
or (y) a change in the ownership of a substantial portion of the assets of the Company under clause (ii) below:


 


		i.	Change
                                            in the Ownership of the Company. A change in the ownership of the Company shall occur on
                                            the date that any one person, or more than one person acting as a group (as defined in clause
                                            (iii) below), acquires ownership of capital stock of the Company that, together with capital
                                            stock held by such person or group, constitutes more than 50 percent of the total fair market
                                            value or total voting power of the capital stock of the Company. However, if any one person
                                            or more than one person acting as a group, is considered to own more than 50 percent of the
                                            total fair market value or total voting power of the capital stock of the Company, the acquisition
                                            of additional capital stock by the same person or persons shall not be considered to be a
                                            change in the ownership of the Company. An increase in the percentage of capital stock owned
                                            by any one person, or persons acting as a group, as a result of a transaction in which the
                                            Company acquires capital stock in the Company in exchange for property will be treated as
                                            an acquisition of stock for purposes of this paragraph.






 


		ii.	Change
                                            in the Ownership of a Substantial Portion of the Company’s Assets. A change in
                                            the ownership of a substantial portion of the Company’s assets shall occur on the date
                                            that any one person, or more than one person acting as a group (as defined in clause (iii)
                                            below), acquires (or has acquired during the 12-month period ending on the date of the most
                                            recent acquisition by such person or persons) assets from the Company that have a total gross
                                            fair market value equal to or more than 80 percent of the total gross fair market value of
                                            all of the assets of the Company immediately prior to such acquisition or acquisitions. For
                                            this purpose, gross fair market value means the value of the assets of the Company, or the
                                            value of the assets being disposed of, determined without regard to any liabilities associated
                                            with such assets. There is no Change in Control under this clause (ii) when there is a transfer
                                            to an entity that is controlled by the shareholders of the Company immediately after the
                                            transfer, as provided below in this clause (ii). A transfer of assets by the Company is not
                                            treated as a change in the ownership of such assets if the assets are transferred to (a)
                                            a shareholder of the Company (immediately before the asset transfer) in exchange for or with
                                            respect to its capital stock, (b) an entity, 50 percent or more of the total value or voting
                                            power of which is owned, directly or indirectly, by the Company, (c) a person, or more than
                                            one person acting as a group, that owns, directly or indirectly, 50 percent or more of the
                                            total value or voting power of all the outstanding capital stock of the Company, or (d) an
                                            entity, at least 50 percent of the total value or voting power of which is owned, directly
                                            or indirectly, by a person described in clause (ii)(c) of this paragraph. For purposes of
                                            this clause (ii), a person’s status is determined immediately after the transfer of
                                            the assets.



 


		iii.	Persons
                                            Acting as a Group. For purposes of clauses (i) and (ii) above, persons will not be considered
                                            to be acting as a group solely because they purchase or own capital stock or purchase assets
                                            of the Company at the same time. However, persons will be considered to be acting as a group
                                            if they are owners of a corporation that enters into a merger, consolidation, purchase or
                                            acquisition of assets or capital stock, or similar business transaction with the Company.
                                            If a person, including an entity, owns stock in both corporations that enter into a merger,
                                            consolidation, purchase or acquisition of assets or capital stock, or similar transaction,
                                            such shareholder is considered to be acting as a group with other shareholders in a corporation
                                            only with respect to the ownership in that corporation before the transaction giving rise
                                            to the change and not with respect to the ownership interest in the other corporation. For
                                            purposes of this paragraph, the term “corporation” shall have the meaning assigned
                                            such term under Treasury Regulation section 1.280G-1, Q&A-45.



 




    	 



    	 



    

 


Each
of clauses (i) through (iii) above shall be construed and interpreted consistent with the requirements of Section 409A and any Treasury
Regulations or other guidance issued thereunder.


 


		D.	Release
                                            Agreement. In order to receive the payments and benefits set forth in Sections 10(B)
                                            or (C), as applicable (collectively referred to herein as the “Severance Payments”),
                                            the Executive must timely execute (and not revoke) a separation agreement and general release
                                            (the “Release Agreement”) in a customary form as is determined to be reasonably
                                            necessary by the Company in its good faith and reasonable discretion. If the Executive is
                                            eligible for Severance Payments pursuant to Section 10, the Company will deliver the Release
                                            Agreement to the Executive (which Release Agreement will not contain any new restrictive
                                            covenants (i.e., it may restate covenants contained herein, but will not include additional
                                            covenants) within seven (7) calendar days following the date of termination of employment.
                                            The Severance Payments are subject to the Executive’s execution and delivery of such
                                            Release Agreement and such Release Agreement becoming irrevocable within thirty (30) days
                                            following the date of termination of employment (such 30-day period, the “Release
                                            Period”). If the Release Period spans two calendar years, Severance Payments shall
                                            not commence earlier than January 1 of the second calendar year (with the first payment containing
                                            all amounts which should have been paid, but were not paid, prior to such date).



 


		E.	Post-Termination
                                            Breach. Notwithstanding anything to the contrary contained in this Agreement, the Company’s
                                            obligation to provide the Severance Payments will immediately cease if the Executive breaches
                                            any of the provisions of Sections 7 or 8, the Release Agreement or any other Agreement the
                                            Executive has with the Company.



 


		11.	NO
                                            OTHER PAYMENTS OR BENEFITS. The Executive acknowledges and agrees that upon the termination
                                            of his employment, no other benefits, compensation or remuneration of any kind is owed by
                                            the Company to the Executive other than as set forth in this Section 10 or as set forth in
                                            any Option Agreements.



 


		12.	SURVIVAL.
                                            Notwithstanding anything to the contrary set forth herein, Sections 7, 8, 9, 10 and 11 of
                                            this Agreement and any remedies for the breach thereof, shall survive the termination of
                                            this Agreement under the terms hereof. Termination of this Agreement shall not relieve or
                                            release either party from any rights, liabilities or obligations which it/he has accrued
                                            prior the effective date of such termination.



 


		13.	RETURN
                                            OF COMPANY PROPERTY; EXIT INTERVIEW. Upon termination of the Executive’s employment
                                            with the Company for any reason, the Executive will promptly:



 


Deliver
to the Company all documents and other tangible media in the Executive’s possession or control that evidence, contain or reflect
(A) Confidential Information or (B) Work Product, in each case whether prepared by the Executive or otherwise coming into the Executive’s
possession or control;


 




    	 



    	 



    

 


Destroy
any intangible materials that evidence, contain or reflect Confidential Information or Work Product on equipment or media not owned by
the Company; and


 


Return
to the Company all equipment, files, software programs and other personal property belonging to the Company.


 


Upon
termination of the Executive’s employment with the Company for any reason, the Executive will attend an exit interview with a representative
of the Company to review the Executive’s continuing obligations under this Agreement.


 


Notwithstanding
the foregoing, Executive may retain personal financial, insurance, identification and health records or documents and the contact information
of your personal contacts and any portion of your personal correspondence to the extent such retained portion does not contain Confidential
Information


 


		14.	ENTIRE
                                            AGREEMENT. This Agreement constitutes the entire agreement between the parties with respect
                                            to the subject matter hereof and supersedes all contemporaneous and prior agreements and
                                            understandings between them as to such subject matter. Except as otherwise expressly provided
                                            herein, this Agreement may not be amended except by an instrument in writing executed by
                                            the Company and the Executive.



 


		15.	ASSIGNMENT.
                                            The Executive shall not be permitted to assign this Agreement or any rights or obligations
                                            hereunder without the prior written consent of the Company.



 


		16.	GOVERNING
                                            LAW; JURISDICTION. This Agreement shall be construed and enforced in accordance with and
                                            governed by the laws of New York. The parties hereby consent and submit to the exclusive
                                            jurisdiction and venue of the courts located in New York, New York in connection with any
                                            actions or proceedings brought against either of them (or each of them) arising out of or
                                            relating to this Agreement.



 


		17.	MISCELLANEOUS.
                                            No waiver by either party of any term or condition of this Agreement, whether by conduct
                                            or otherwise, in any one or more instance, shall be deemed a continuing waiver of any such
                                            term or condition, or a waiver of any other term or condition of this Agreement. Headings
                                            set forth in this Agreement are solely for the convenience of the parties and have no legal
                                            effect. If any provision of this Agreement shall be found to be invalid by any court having
                                            competent jurisdiction, the invalidity of such provision shall not affect the validity of
                                            the remaining provisions hereof. This Agreement shall be (i) binding upon, and will inure
                                            to the benefit of, the parties and their permitted respective successors and assigns, (ii)
                                            construed without presumption of any rule requiring construction to be made against the party
                                            causing it to be drafted and (iii) executed in any number of counterparts, each of which
                                            will for all purposes be deemed to be an original, and all of which are identical.



 


		18.	TAX
                                            WITHHOLDING. The Company or other payor is authorized to withhold from any benefit provided
                                            or payment due hereunder, the amount of withholding taxes due any federal, state or local
                                            authority in respect of such benefit or payment and to take such other action as may be necessary
                                            in the opinion of the Board to satisfy all obligations for the payment of such withholding
                                            taxes. The Executive will be solely responsible for all taxes assessed against him with respect
                                            to the compensation and benefits described in this Agreement, other than typical employer-paid
                                            taxes such as FICA, and the Company makes no representations as to the tax treatment of such
                                            compensation and benefits.



 




    	 



    	 



    

 


		19.	SECTION
                                            409A COMPLIANCE. All payments under this Agreement are intended to comply with or be exempt
                                            from the requirements of Section 409A of the Code and regulations promulgated thereunder
                                            (“Section 409A”). As used in this Agreement, the “Code”
                                            means the Internal Revenue Code of 1986, as amended. To the extent permitted under applicable
                                            regulations and/or other guidance of general applicability issued pursuant to Section 409A,
                                            the Company reserves the right to modify this Agreement to conform with any or all relevant
                                            provisions regarding compensation and/or benefits so that such compensation and benefits
                                            are exempt from the provisions of 409A and/or otherwise comply with such provisions so as
                                            to avoid the tax consequences set forth in Section 409A and to assure that no payment or
                                            benefit shall be subject to an “additional tax” under Section 409A. To the extent
                                            that any provision in this Agreement is ambiguous as to its compliance with Section 409A,
                                            or to the extent any provision in this Agreement must be modified to comply with Section
                                            409A, such provision shall be read in such a manner so that no payment due to the Executive
                                            shall be subject to an “additional tax” within the meaning of Section 409A(a)(1)(B)
                                            of the Code. If necessary to comply with the restriction in Section 409A(a)(2)(B) of the
                                            Code concerning payments to “specified employees,” any payment on account of
                                            the Executive’s separation from service that would otherwise be due hereunder within
                                            six (6) months after such separation shall be delayed until the first business day of the
                                            seventh month following the date of termination of employment and the first such payment
                                            shall include the cumulative amount of any payments (without interest) that would have been
                                            paid prior to such date if not for such restriction. Each payment in a series of payments
                                            hereunder shall be deemed to be a separate payment for purposes of Section 409A. In no event
                                            may the Executive, directly or indirectly, designate the calendar year of payment. All reimbursements
                                            provided under this Agreement shall be made or provided in accordance with the requirements
                                            of Section 409A, including, where applicable, the requirement that (i) any reimbursement
                                            is for expenses incurred during the Executive’s lifetime (or during a shorter period
                                            of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement
                                            during a calendar year may not affect the expenses eligible for reimbursement in any other
                                            calendar year, (iii) the reimbursement of an eligible expense will be made on or before the
                                            last day of the calendar year following the year in which the expense is incurred, and (iv)
                                            the right to reimbursement is not subject to liquidation or exchange for another benefit.
                                            Notwithstanding anything contained herein to the contrary, the Executive shall not be considered
                                            to have terminated employment with the Company for purposes of Section 10 unless the Executive
                                            would be considered to have incurred a “termination of employment” from the Company
                                            within the meaning of Treasury Regulation §1.409A-1(h)(1)(ii). In no event whatsoever
                                            shall the Company be liable for any additional tax, interest or penalty that may be imposed
                                            on the Executive by Section 409A or damages for failing to comply with Section 409A.



 


		20.	280G
                                            MODIFIED CUTBACK.



 


If
any payment, benefit or distribution of any type to or for the benefit of the Executive, whether paid or payable, provided or to be provided,
or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Parachute Payments”)
would subject the Executive to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Parachute
Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction) shall be one dollar ($1.00) less than
the amount which would cause the Parachute Payments to be subject to the Excise Tax; provided that the Parachute Payments shall only
be reduced to the extent the after-tax value of amounts received by the Executive after application of the above reduction would exceed
the after-tax value of the amounts received without application of such reduction. For this purpose, the after-tax value of an amount
shall be determined taking into account all federal, state, and local income, employment and excise taxes applicable to such amount.
Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Parachute Payments if such
a reduction is required, which notice shall be consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty
or interest thereunder, then the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating accelerated
vesting of stock options or similar awards, then reducing or eliminating any cash payments (with the payments to be made furthest in
the future being reduced first), then by reducing or eliminating any other remaining Parachute Payments; provided, that no such reduction
or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent such
reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A.


 




    	 



    	 



    

 


An
initial determination as to whether (x) any of the Parachute Payments received by the Executive in connection with the occurrence of
a change in the ownership or control of the Company or in the ownership of a substantial portion of the assets of the Company shall be
subject to the Excise Tax, and (y) the amount of any reduction, if any, that may be required pursuant to the previous paragraph, shall
be made by an independent accounting firm selected by the Company (the “Accounting Firm”) prior to the consummation
of such change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the
Company. The Executive shall be furnished with notice of all determinations made as to the Excise Tax payable with respect to the Executive’s
Parachute Payments, together with the related calculations of the Accounting Firm, promptly after such determinations and calculations
have been received by the Company.


 


For
purposes of this Section 20, (i) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively
waived in writing prior to the date of payment of the Parachute Payments shall be taken into account; (ii) no portion of the Parachute
Payments shall be taken into account which in the opinion of the Accounting Firm does not constitute a “parachute payment”
within the meaning of Section 280G(b)(2) of the Code; (iii) the Parachute Payments shall be reduced only to the extent necessary so that
the Parachute Payments (other than those referred to in the immediately preceding clause (i) or (ii)) in their entirety constitute reasonable
compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance
as deductions, in the opinion of the auditor or tax counsel referred to in such clause (ii); and (iv) the value of any non-cash benefit
or any deferred payment or benefit included in the Parachute Payments shall be determined by the Company’s independent auditors
based on Sections 280G and 4999 of the Code and the regulations for applying those sections of the Code, or on substantial authority
within the meaning of Section 6662 of the Code.


 




    	 



    	 



    

 


IN
WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the Effective Date.


 


Indaptus
Therapuetics, Inc.


 


	By:	/s/
    Jeffrey Meckler	 
	Title:	Chief
    Executive Officer	 
	 	 	 
	By:	/s/
    Michael J. Newman, Ph.D.	 
	 	Michael
    J. Newman, Ph.D.	 
	 	 	 
	Address:	 	 


 




    	 



    	 



    

 


Schedule
A


 


Prior
Inventions


 


LIST
IF ANY


 


___________________________________________


Michael
J. Newman