Exhibit
10.5


 


INDEMNIFICATION
AGREEMENT


 


THIS
AGREEMENT (the “Agreement”) is made and entered into as of this ___ day of _______________ between Indaptus Therapeutics,
Inc., a Delaware corporation (“the Company”, which term shall include where appropriate any Enterprise (as hereafter defined)
controlled directly or indirectly by the Company and any successor to the Company), and [__________] (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
Indemnitee performs a valuable service for the Company; and


 


WHEREAS,
the Company’s Bylaws (the “Bylaws”) provide for the indemnification of the officers and directors of the Company to
the maximum extent authorized by Section 145 of the Delaware General Corporation Law, as amended from time to time (the “Law”);
and


 


WHEREAS,
the Bylaws and the Law, by their nonexclusive nature, permit contracts between the Company and the officers or directors of the Company
with respect to indemnification of such officers or directors; and


 


WHEREAS,
in accordance with the authorization as provided by the Law, the Company may purchase and maintain a policy or policies of directors’
and officers’ liability insurance (“D & O Insurance”), covering certain liabilities which may be incurred by its
officers or directors in the performance of their obligations to the Company; and


 


WHEREAS,
in order to induce Indemnitee to continue to serve as an officer or director of the Company, the Company has determined and agreed to
enter into this contract with Indemnitee;


 


NOW,
THEREFORE, in consideration of Indemnitee’s service as an officer or director after the date hereof, the parties hereto agree as
follows:


 


1.
Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the full extent authorized or
permitted by the provisions of the Law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and
without limiting the generality thereof:


 


(a)
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section l(a) if, by reason of his Corporate Status (as hereinafter defined), he is, or is threatened to be made, a party
to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company. Pursuant to this
Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), and Liabilities (as hereafter defined) actually
and reasonably incurred by him, or on his behalf, in connection with such Proceeding or any claim, issue or matter therein, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to
any criminal Proceeding, had no reasonable cause to believe his conduct was unlawful.


 




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(b)
Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this
Section 1(b) if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding brought
by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by him, or on his behalf, in connection with such Proceeding if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against
such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged
to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification
may be made.


 


(c)
Indemnification for Expenses of Indemnitee Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement,
to the extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding,
or in defense of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or
if it is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right
to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee in connection therewith. For purposes of this Section 1(c) and without
limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed
to be a successful result as to such claim, issue or matter. If the Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the Expenses and Liabilities actually and reasonably incurred in connection with any Proceeding,
or in connection with any judicial proceeding pursuant to Section 7 to enforce rights under this Agreement, but not, however, for all
of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and
loss actually and reasonably incurred to which the Indemnitee is entitled.


 


2.
Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses and Liabilities actually
and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to
or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability
arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s
obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally
determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful under Delaware
law.


 




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3.
Contribution in the Event of Joint Liability.


 


(a)
Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any Proceeding in which the Company
is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire
amount of any judgment or settlement of Proceeding without requiring Indemnitee to contribute to such payment and the Company hereby
waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of
any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 


(b)
Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses (including
attorneys’ fees) and Liabilities actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all officers, directors or employees of the Company, other than Indemnitee, who are jointly liable
with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction
from which such Proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may, to the extent
necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees
of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand,
and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Liabilities, as well as any other
equitable considerations which the Law may require to be considered. The relative fault of the Company and all officers, directors or
employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on
the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions
were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and the degree
to which their conduct is active or passive.


 


(c)
The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 




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4.
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, he shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.


 


5.
Advancement of Expenses. The Company shall advance all Expenses incurred by or on behalf of Indemnitee in the defense of any Proceeding
to which the Indemnitee was made a party by reason of Indemnitee’s Corporate Status at the request of the Indemnitee. The Indemnitee’s
right to advancement shall not be subject to the satisfaction of any standard of conduct and advances shall be made without regard to
the Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement or otherwise. To receive an advancement
of expenses, the Indemnitee shall submit a written statement or statements from Indemnitee requesting such advance or advances from time
to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by Indemnitee to repay any Expenses advanced
if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings
to repay pursuant to this Section 5 shall be unsecured and interest free. Each such advancement of Expenses shall be made within 20 calendar
days after the receipt by the Secretary of the Company of such written request.


 


6.
Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure
for Indemnitee rights of indemnity that are as favorable as may be permitted under the Law and public policy of the State of Delaware.
Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether
Indemnitee is entitled to indemnification under this Agreement:


 


(a)
To obtain indemnification (including, but not limited to, the advancement of Expenses and contribution by the Company) under this Agreement,
Indemnitee shall submit to the Company 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 Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board of Directors in writing
that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to
the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee
unless, and to the extent that, such failure actually and materially prejudices the interests of the Company.


 


(b)
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination, if required
by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following
three methods, which shall be at the election of Indemnitee: (1) by a majority vote of the disinterested directors, even though less
than a quorum, (2) by Independent Counsel (as hereafter defined) in a written opinion or (3) by the stockholders. The determination of
entitlement to indemnification shall be made within 60 calendar days after receipt by the Secretary of the Company of a written request
for indemnification and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later
than 10 calendar days after determination has been made that the Indemnitee is entitled to indemnification pursuant to Section 6 of this
Agreement. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part (but
not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims,
issues, or matters at issue at the time of the determination.


 




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(c)
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the Independent
Counsel shall be selected by the Board of Directors. Indemnitee may, within 10 days after such written notice of selection shall have
been given, deliver to the Company a written objection to such selection; provided, however, that such objection may be asserted only
on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined
in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the
Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification pursuant
to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition
the Court of Chancery of the State of Delaware for resolution of any objection which shall have been made by Indemnitee to the Company’s
selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such other
person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall
act as Independent Counsel under Section 6(b) hereof. The Company shall (i) pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, (ii) fully indemnify such Independent
Counsel against any and all Expenses and Liabilities arising out of or relating to this Agreement or its engagement pursuant hereto and
(iii) pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent
Counsel was selected or appointed.


 


(d)
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption shall
have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including
by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard
of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 




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(e)
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the
Enterprise (as hereafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made
to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the
Enterprise. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not the
foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in
good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome
this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(f)
If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within thirty (30) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i)
a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not
materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law; provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days,
if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires such
additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further, that the foregoing provisions
of this Section 6(f) shall not apply if the determination of entitlement to indemnification is to be made by the stockholders pursuant
to Section 6(b) of this Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination,
the Board of Directors or the Disinterested Directors (as hereafter defined), if appropriate, resolve to submit such determination to
the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75) days after such receipt and
such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15) days after such receipt for
the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after having been so called and
such determination is made thereat.


 


(g)
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, Disinterested Director or stockholder of the Company shall act reasonably and in good
faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any Expenses (including
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination
shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 




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(h)
The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid
expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved
in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or
without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise
in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence.


 


(i)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect
the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee
had reasonable cause to believe that his conduct was unlawful.


 


7.
Remedies of Indemnitee.


 


(a)
In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination
of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within 90 days after receipt by the Company of the
request for indemnification, (iv) payment of indemnification is not made pursuant to this Agreement within twenty (20) days after receipt
by the Company of a written request therefor or (v) payment of indemnification is not made within twenty (20) days after a determination
has been made that Indemnitee is entitled to indemnification or such determination is deemed to have been made pursuant to Section 6
of this Agreement, Indemnitee shall be entitled to an adjudication in the Court of Chancery of the State of Delaware, unless, if the
Indemnitee is an employee of the Company, otherwise required by the law of the state in which the Indemnitee primarily resides and works.
The Company shall not oppose the Indemnitee’s right to seek any such adjudication.. The Company shall not oppose Indemnitee’s
right to seek any such adjudication.


 


(b)
In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on
the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c)
If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent a prohibition of
such indemnification under applicable law.


 




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(d)
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover Liabilities
for breach of, this Agreement, or to recover under any D&O Insurance maintained by the Company, the Company shall pay on his behalf,
in advance, any and all Expenses actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery.


 


(e)
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law,
such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement
of Expenses or insurance recovery, as the case may be.


 


(f)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding.


 


8.
Non-Exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may
at any time be entitled under applicable law, the Restated Certificate of Incorporation of the Company, as amended, (the “Restated
Certificate”), the Bylaws, any agreement, a vote of stockholders, a resolution of directors or otherwise. No amendment, alteration
or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal unless such amendment
is in accordance with the provisions of Section 15 below. To the extent that a change in the Law, whether by statute or judicial decision,
permits greater indemnification than would be afforded currently under the Restated Certificate, the Bylaws and this Agreement, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right
or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 




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(b)
To the extent that the Company maintains an insurance policy or D&O Insurance for directors, officers, employees, agents or fiduciaries
of the Enterprise, by reason of their Corporate Status, 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, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and
officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers
in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policies.


 


(c)
Except as set forth in Section 1(d) of this Agreement, in the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce
such rights.


 


(d)
Subject to Section 1(d) of this Agreement, the Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.


 


9.
Exception to Right of Indemnification. Notwithstanding any other provision of this Agreement, Indemnitee shall not be entitled
to indemnification or advancement (as the case may be) under this Agreement in respect of Expenses:


 


(a)
to the extent expressly prohibited by the Delaware General Corporation Law or applicable laws;


 


(b)
to the extent expressly prohibited by the Company’s Restate Certificate or Bylaws;


 


(c)
for which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision;


 


(d)
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law
or common law;


 


(e)
in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any
Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other indemnitees, unless (i) the Board
of Directors of the Company authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (ii) the Company provides
the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law; or


 




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(f)
with respect to remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration
was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission
believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable
and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in the last paragraph of
this Section 9 below);


 


For
purposes of this Section 9, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection
with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.


 


Any
provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify
indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules and regulations promulgated under
the Securities Act of 1933, as amended (the “Act”), or in any registration statement filed with the SEC under the Act. Indemnitee
acknowledges that paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with
any registration statement filed under the Act to submit the issue of the enforceability of indemnitee’s rights under this Agreement
in connection with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by
any final adjudication of such issue. indemnitee specifically agrees that any such undertaking shall supersede the provisions of this
Agreement and to be bound by any such undertaking.


 


10.
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is an officer or director of the Enterprise and shall continue thereafter so long as Indemnitee shall be subject to any Proceeding (or
any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or not he is acting or serving in any such
capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the shares, business
or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


 


11.
Security. To the extent requested by Indemnitee and approved by the Board of Directors of the Company, the Company may at any
time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line
of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the
prior written consent of the Indemnitee.


 


12.
Enforcement.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in
order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as an officer or director of the Company.


 




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(b)
This Agreement cancels any previous Indemnity Agreement provided to you by the Company and represents the entire understanding between
the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof.


 


(c)
The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13.
Definitions. For purposes of this Agreement:


 


(a)
“Corporate Status” describes the status of a person who is serving or has served (i) as a director of the Company, (ii) in
any capacity with respect to employee benefit plan of the Company, or (iii) as a director, officer, employee, agent or fiduciary of any
other Enterprise at the request of the Company.


 


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


 


(c)
“Enterprise” shall mean the Company, any subsidiary of the Company, and any other corporation, partnership, limited liability
company, joint venture, trust, foundation, employee benefit plan, association or other legal entity.


 


(d)
“Expenses” shall include all reasonable fees, costs and expenses incurred in connection with any Proceeding, including, without
limitation, attorneys’ fees, disbursement and retainers, court costs, transcript costs, fees and disbursements of experts, witness
and professional advisors, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service
fees and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding or responding to, or objecting
to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting
from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt
of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond,
supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


(e)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and
neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 




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(f)
“Liabilities” means judgments, damages, liabilities, penalties, fines, losses, excise taxes and amounts paid in settlement.


 


(g)
“Proceeding” includes any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing, appeal or any other actual, threatened or completed proceeding, whether brought
by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, whether formal or informal,
in which Indemnitee was, is or will be involved as a party or otherwise, due to any action taken by him or of any inaction on his part
by reason of his Corporate Status in the Enterprise; including a proceeding pending on or before the date of this Agreement, but excluding
a proceeding initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his rights under this Agreement.


 


14.
Severability. If any provision or provisions of this Agreement shall be held by a court of competent jurisdiction to be invalid,
void, illegal or otherwise unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions
of this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to
be invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law; and (b) to the fullest extent possible, the provisions of
this Agreement (including, without limitation, each portion of any section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the
intent manifested thereby. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification
rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such
provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.
Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless executed
in writing by both of the parties hereto. No amendment, alteration or repeal of this Agreement or of any provision of this Agreement
shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by the Indemnitee
in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the Delaware General Corporation
Law, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate
of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.
Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving
any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


 




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17.
Notices. All notices, requests, demands and other communications given or made pursuant to this Agreement shall be in writing
and shall be deemed to have been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:


 


	 	(a)	If
    to Indemnitee, to the address set forth below Indemnitee signature hereto.
	 	 	 
	 	(b)	If
    to the Company, to:
	 	 	Indaptus
    Therapeutics, Inc.
	 	 	12
    Hartom St.
	 	 	Har
    Hotzvim
	 	 	Jerusalem
    9777512
	 	 	Israel
	 	 	Attention:
    Chief Executive Officer


 


or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall be deemed to be one and the same agreement. Delivery of a signed Agreement by reliable electronic means, including facsimile, email,
or any electronic signature complying with the U.S. federal ESIGN Act of 2000 (including DocuSign) shall be an effective method of delivering
the executed Agreement. This Agreement may be stored by electronic means and either an original or an electronically stored copy of this
Agreement can be used for all purposes, including in any proceeding to enforce the rights and/or obligations of the parties to this Agreement..


 


19.
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.


 


20.
Governing Law; Venue. The parties agree that this Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of Delaware without application of the conflict of laws principles thereof. Venue in any legal proceedings arising
under, or in connection with, this Agreement shall be exclusively in the Chancery Court of the State of Delaware. Service of process
may be effected by certified or registered mail. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT.


 








21.
Gender. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.


 


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of Page Intentionally Left Blank]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	Indaptus
    Therapeutics, Inc.
	 	 	          
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	INDEMNITEE:
	 	 	 
	 	Name:	 
	 	Address:	 


 




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