Exhibit 10.1


 





NANOVIRICIDES, INC.


 


DIRECTOR RETAINER AGREEMENT


 


THIS DIRECTOR RETAINER
AGREEMENT (“Agreement”) is entered into by and between NanoViricides, Inc., a Nevada corporation (“Corporation”)
and Todd Rokita (“Director”) as of May __, 2020.


 


WHEREAS, Director
has been duly appointed to the Corporation’s Board of Directors to be elected as a Class I Director, in accordance with the
Corporation’s bylaws; and


 


WHEREAS, the Corporation
wishes to compensate Director for his expected service as a member of the Board of Directors;


 


NOW THEREFORE, in
consideration of the premises and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows:


 


		1.	Services
Provided.


 


Director agrees, subject to
Director’s continued status as a director as determined by the Board of Directors of the Corporation (“Board”)
and its stockholders (if applicable), to serve as a member of the Board and, subject to Director’s election thereto, as a
member of one or more of the Governance Committees of the Board of Directors (heretofore, each a “Committee”), and
to provide those services (“Services”) required of a director and Committee member under the Corporation’s articles
of incorporation and bylaws (“Charter and Bylaws”), as both may be amended from time to time, and under the corporate
law of the State of Nevada, the federal securities laws and other state and federal laws and regulations, as applicable.


 


The Board of Directors currently
has (1) Audit Committee, (2) Governance Committee, (3) Compensation Committee, (4) Nominating Committee, and (5) Executive
Committee. The Board has also adopted a “Code of Conduct” for the Board and the Company. SEE EXHIBIT A


 


		2.	Nature
of Relationship.


 


Director is an independent contractor
and will not be deemed an employee of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes,
unemployment benefits or otherwise. Except as authorized by the Board of Directors or the Corporation’s Charter and Bylaws,
or as allowed by law, Director shall not represent himself/herself as an agent of the Corporation or enter into any agreement or
incur any obligations on the Corporation’s behalf. This Agreement shall not be deemed an employment contract between the
Corporation (or any of its subsidiaries or related companies) and Director. Director specifically acknowledges that the term of
service provided by this Agreement is set forth in Section 7 below. 


 


		3.	Corporation
Information.


 


The Corporation will
supply to Director, at the Corporation’s expense:


 


3.1     Periodic
briefings on the business and operations of the Corporation;


 


3.2     “Director
packages” (which will include but will not be limited to, for example, meeting agendas and Corporation reports) for each
Board and Committee meeting, at a reasonable time before each meeting;


 


3.3     Copies
of minutes of all Stockholders’, Directors’ and Committee meetings;


 


3.4     Any
other materials that are required under the Charter and Bylaws or the charter of any Committee on which the Director serves; and


 






     


     


    

 


3.5     Any
other materials that may, in the reasonable judgment of Corporation, be necessary for performing the Services.


 


		4.	Representations,
Warrantees and Covenants of Director.


 


4.1     Director
agrees to provide complete and accurate information and to permit Corporation to perform a full background investigation. Accordingly,
Director represents and warrants that the information provided to the Corporation regarding Director’s experience, background
and expertise is truthful, accurate and complete.


 


4.2   
  Director represents and warrants that the performance of the Services will not violate any agreement to which Director is
a party, compromise any rights or trust between any other party and Director, or create a conflict of interest.


 


4.3     Director
agrees not to enter into any agreement during the term of this Agreement that will create a conflict of interest with this Agreement.


 


4.4     Director
agrees to comply with all applicable state and federal laws and regulations, including Section 10 and Section 16 of the
Securities and Exchange Act of 1934 and the rules promulgated thereunder.


 


4.5     Director
further agrees to comply with all Nevada and Security and Exchange Commission laws and regulations applicable to non-public corporations,
and the rules promulgated thereunder.


 


		5.	Compensation.


 


Director’s compensation
is set forth on Exhibit B and hereby incorporated into this Agreement. 


 


		6.	Indemnification
and Insurance.


 


6.1     The
Corporation has previously executed, or shall execute concurrently with the execution of this Agreement, an Indemnity Agreement
with Director substantially in the form attached hereto as Exhibit C.


 


6.2     In
addition, the Corporation shall, at its expense and immediately upon execution of this Agreement, cause Director to be covered
as an insured under a Directors’ and Officers’ Liability Insurance policy commercially reasonable as to coverage limitation
and amounts, taking into account the Corporation’s business and stage of development. The Corporation currently maintains
directors’ and officer’s insurance policy with a $5,000,000.00 policy limit.


 


		7.	Term
and Termination.


 


7.1     This
Agreement shall be effective beginning on the date hereof and continuing until the last day of Director’s current term as
a director of the Corporation, unless earlier terminated as provided in this Section. This Agreement shall automatically renew
upon the date of Director’s reelection as a director of the Corporation.


 


7.2     The
term of service as a Director under this Agreement shall begin upon the Effective Date of this Agreement. The Bylaws of the Corporation
provide for staggered voting for the Board of Directors. For purposes of staggered voting, the Board is divided into three Classes.
The Director will be appointed as a Class I Director and the 2-year term of the director’s service shall continue until the
Corporation’s 2021 fiscal year Annual Meeting of Shareholders as specified in the bylaws of the Corporation, unless earlier
terminated as provided in this Section. Thereafter, at the fiscal year 2021 Annual Meeting of Shareholders and subsequent Annual
Shareholder’s Meetings, the Director may stand for re-election for additional terms of two years.


 


7.3     Director
may at any time, and for any reason, resign from said position with such resignation being subject to any other continuing contractual
obligation herein or any obligation imposed by operation of law.


 






     


     


    

 


7.4     Director
may be removed from the Board or any Committee, with or without cause, in accordance with the Charter and Bylaws of the Corporation.


 


7.5     This
Agreement shall automatically terminate upon the death or disability of Director or upon his resignation or removal from the Board.
For purposes of this Section, “disability” shall mean the inability of Director to perform the Services for a period
of at least fifteen (15) consecutive days.


 


7.6     In
the event of any termination of this Agreement, Director agrees to return any materials received from the Corporation pursuant
to Section 3 of this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. Director agrees
that the Corporation has the right of injunctive relief to enforce this provision.


 


7.7     Upon
termination of this Agreement, the Corporation shall promptly pay Director all unpaid compensation due, pursuant to Section 5
above, and expense reimbursements incurred, if any, as of the date of termination, upon receipt of reasonable documentation. 


 


		8.	Proprietary
Information, Inventions and Non-Competition.


 


Director shall, concurrently
with the execution of this Agreement, enter into a Proprietary Information, Inventions and Non-Competition Agreement with the Corporation
substantially in the form attached hereto as Exhibit D.


 


		9.	Assignment.


 


This Agreement and
all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests
or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party.


 


		10.	General.


 


10.1   Governing
Law and Venue. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of Connecticut, without regard to its conflict of laws rules. The Corporation and Director
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the State of Connecticut (the “Connecticut Court”), and not in any other state or federal
court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Connecticut Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint,
to the extent such party is not otherwise subject to service of process in the State of Connecticut, irrevocably as its agent in
the State of Connecticut as such party’s agent for acceptance of legal process in connection with any such action or proceeding
against such party with the same legal force and validity as if served upon such party personally within the State of Connecticut,
(iv) waive any objection to the laying of venue of any such action or proceeding in the Connecticut Court and (v) waive,
and agree not to plead or to make, any claim that any such action or proceeding brought in the Connecticut Court has been brought
in an improper or inconvenient forum.


 


10.2   Notices.
All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by
overnight courier or e-mail to:


 


	 	Corporation:
	 	 
	 	NanoViricides, Inc.
	 	1 Controls Drive
	 	Shelton, CT 06484
	 	Attn: Anil R. Diwan, President, Secretary
	 	e-mail



 





     


     


    

 


Or to any other address as may have been furnished to Director
by the Company.


 


	 	Director:
	 	 
	 	Todd Rokita
	 	[_______________________]
	 	[_______________________]
	 	e-mail:


 


10.3   Severability.
In the event that any provision of this Agreement is held to be unenforceable under applicable law, this Agreement will continue
in full force and effect without such provision and will be enforceable in accordance with its terms.


 


10.4   Survival
of Obligations. Notwithstanding the expiration or termination of this Agreement, neither party hereto shall be released hereunder
from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including,
without limitation, Corporation’s obligation to make any fees and expense payments) or which thereafter might accrue in respect
of any act or omission of such party prior to such expiration or termination.


 


10.5   Entire
Agreement. This Agreement, along with the Exhibits referenced herein that may be previously or contemporaneously executed,
embodies the entire agreement and understanding between the parties hereto with respect to the subject matter of this Agreement
and supersedes all prior or contemporaneous agreements and understanding other than this Agreement relating to the subject matter
hereof.


 


10.6   Amendment
and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this
Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver
of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective
only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver.


 


10.7   Counterparts.
This Agreement may be signed in any number of counterparts, each of which will be deemed an original, but all of which together
will constitute one instrument.


 


[The remainder of this page has been
intentionally left blank. Signature page(s) to follow] 


 







     


     


    




 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed as of the day and year first above written:


 


NANOVIRICIDES, INC.


 


	By:	 	 
	Name:  Anil R. Diwan
	Title:  President


 


DIRECTOR APPOINTEE:


 


	 	 
	TODD ROKITA


 


	Address:	[___________________]	 
	 	  	 


 


 


 


 


 




     


     


    

 





EXHIBIT A


 


DIRECTOR RESPONSIBILITIES AND SERVICES


 


Director has been elected to the Board
of Directors of NanoViricides, Inc., and to the following committee(s):


 


	1. Audit Committee	- [NO.]
	2. Governance Committee	- [YES.]
	3. Compensation Committee	- [YES.]
	4. Nominating Committee	- [YES.]
	5. Executive Committee	- [NO.]


 


Director shall attend, either in person,
by teleconference, by other electronic means, or in such manner as designated by the Board, the three Quarterly Meetings and one
Annual Meeting of the Board of Directors and the Meetings of the various Committees to which Director has been appointed.


 


Audit Committee: The Audit
Committee’s responsibilities include, among other things:


 


		·	Assisting the Board of Directors in overseeing
the quality and integrity of our financial statements, including matters related to risks associated with financial reporting and
audit and accounting issues, as well as internal controls, our compliance with legal and regulatory requirements, the qualifications
and independence of our independent auditor, the integrity of the financial reporting processes, both internal and external, and
the performance of our internal audit function and independent auditor; 



 


		·	Retaining and terminating the independent
auditor; and



 


		·	Compensating and overseeing the work of
the independent auditor.



 


All of the Audit Committee members meet
the independence and experience requirements of the SEC.  The Audit Committee charter generally prohibits Audit Committee
members from serving on more than two other public company audit committees. 


 


Governance Committee: The
Governance Committee’s responsibilities include, among other things:


 


		·	Discharging the Board’s responsibilities
relating to corporate governance matters, including developing and recommending to the Board a set of corporate governance principles;



 


		·	Overseeing succession planning for our
Executive Officers;



 


		·	Identifying and recommending to the Board
individuals qualified to become directors;



 


		·	Managing the performance review process
for our current directors;



 


		·	Overseeing the evaluation of management;
and



 


		·	Making recommendations to the Board regarding
any shareholder proposals. 



 






     


     


    

 


Compensation Committee: The
Compensation Committee’s responsibilities include, among other things:


 


		·	Discharging the Board’s responsibilities
relating to the compensation of our Executive Officers and non-employee Directors;



 


		·	Approving our compensation plans, practices
and programs; and



 


		·	Evaluating the Executive Officer’s
performance and the succession plans for executive officers. 



 


Nominating Committee: The
Nominating Committee is appointed by the board of directors to research and propose prospective members to the full board when
there is a vacancy on the board of directors. No prospective board members shall be proposed unless approved by the nominating
committee.


 


Executive Committee: The
Executive Committee has authority to exercise all powers of the Board of Directors between scheduled Board meetings.


 


 


 







 


 




     


     


    

 





EXHIBIT B


 


COMPENSATION


 


1       Retainer.
The Corporation shall pay Director a cash retainer of twenty-five thousand dollars and no cents ($25,000.00) per calendar year
during Director’s period of Service (“Retainer”), payable in quarterly installments in arrears as follows: $5,000.00
for the first three fiscal quarters and $10,000.00 for the fourth fiscal quarter, including Audit Committee meetings and the Annual
Meeting of Stockholders.


 


2       Restricted
Stock Grants. Subject to approval by the Board and the Compensation Committee, and as additional compensation, the Corporation
shall grant to Director Restricted Shares equal to $15,000.00 (“Restricted Stock”) of the Corporation’s Common
Stock, $0.001 par value per share, payable in quarterly installments of such restricted shares equal to $3,750.00 on the date of
the company’s quarterly meeting of the Board of Director’s in arrears.


 


3       Expenses.
The Corporation will reimburse Director for reasonable expenses incurred in the performance of the Services promptly upon submission
of invoices and receipts for such expenses in a form reasonably acceptable to the Corporation, provided that such expenses are
approved in writing in advance. Such approval by the Corporation shall not be unreasonably withheld or delayed. Director’s
expenses shall not be reimbursable hereunder unless those expenses qualify for reimbursement under the Charter and Bylaws.


 


 


 




     


     


    

 


EXHIBIT C


 





INDEMNITY AGREEMENT


 


This Indemnity Agreement
(“Agreement”) is executed and effective as of May __, 2020, by and between NanoViricides, Inc., a Nevada corporation
(the “Company”), and Todd Rokita (“Indemnitee”).


 


RECITALS


 


WHEREAS, highly competent
persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out
of their service to and activities on behalf of the corporation;


 


WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the
Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread
practice among United States-based corporations and other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At
the same time, directors, officers, and other persons in service to corporations or business enterprises are being increasingly
subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been
brought only against the Company or business enterprise itself. The Articles of Incorporation and Bylaws of the Company require
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the
Nevada Revised Statutes (“N.R.S.”). The Articles of Incorporation and Bylaws of the Company and the N.R.S. expressly
provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be
entered into between the Company and members of the Board, officers and other persons with respect to indemnification;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the
Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such
protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such
persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue
concern that they will not be so indemnified; 


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Articles of Incorporation and Bylaws of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
does not regard the protection available under the Company’s Articles of Incorporation and Bylaws and insurance as adequate
in the present circumstances, and may not be willing to serve as a director without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or
on behalf of the Company on the condition that he be so indemnified;


 






     


     


    

 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. 
Services to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any
reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation of law), in
which event the Company shall have no obligation under this Agreement to continue to allow Indemnitee to serve as a director. This
Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Indemnitee specifically acknowledges that Indemnitee may be removed as a director at any time for any reason, with or without cause,
in accordance with the Company’s Articles of Incorporation, its Bylaws, the N.R.S. and any agreement between Company and
Indemnitee. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a director
of the Company.


 


Section 2. 
Definitions. As used in this Agreement:


 


(a) A “Change
in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following
events: (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule
13d-5(b)(1) promulgated under the Securities Exchange Act of 1934, as amended) of effective control (whether through legal or beneficial
ownership of capital stock of the Company, by contract or otherwise) of in excess of 40% of the voting securities of the Company
(other than by means of conversion or exercise of shares of the Company’s Series A Convertible Preferred Stock), (b) the
Company merges into or consolidates with any other Person, or any Person merges into or consolidates with the Company and, after
giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 60% of the
aggregate voting power of the Company or the successor entity of such transaction, (c) the Company sells or transfers all or substantially
all of its Intellectual Property to another Person and the stockholders of the Company prior to such transaction own less than
60% of the aggregate voting power of the acquiring entity immediately after the transaction, or (d) the execution by the Company
of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth in clauses (a)
through (c) above. In the event of a Change in Control, the Company shall deliver a written notice to the Indemnitee at the Indemnitee’s
last known address as set forth in the Agreement, advising the Indemnitee of the Change in Control (the “Notice”). 


 


(b) “Corporate
Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or of any other corporation, partnership or joint venture, trust, employee benefit
plan or other enterprise which such person is or was serving at the request of the Company.


 


(c) “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.


 


(d) “Enterprise”
shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary.


 


(e) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, 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,
being or preparing to be a witness in, or otherwise participating in, a Proceeding. Expenses also shall include Expenses incurred
in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other
costs relating to any cost bond, supersedeas 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.


 


(f) “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 (5) 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 the 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. The Company agrees to pay the reasonable
fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses,
claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 






     


     


    

 


(g) “Intellectual
Property” shall mean all of the patents, patent applications, provisional patent applications, and other proprietary
intellectual property granted to the Company. 


 


(h) The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative or investigative nature, including any appeal therefrom, in which
Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or otherwise by reason of the fact that
Indemnitee is or was a director or officer of the Company, by reason of any action taken by him or of any action or inaction on
his part while acting as director or officer of the Company, or by reason of the fact that he is or was serving at the request
of the Company as a director, trustee, general partner, managing member, officer, employee or agent of another corporation, partnership,
joint venture, trust or fiduciary of the Company or any other enterprise, in each case whether or not serving in such capacity
at the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of expenses can be provided
under this Agreement.


 


(i) Reference to “other
enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax
assessed with respect to any employee benefit plan; references to “serving at the request of the Company” shall
include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by,
such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person
who acted in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Company”
as referred to in this Agreement.


 


Section 3.
Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 3
if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in
the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against
all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding had no reasonable
cause to believe that his conduct was unlawful.


 


Section 4.
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding
by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by him or on his behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Company. No indemnification for Expenses shall be made under this Section 4 in respect of any claim,
issue or matter as to which Indemnitee shall have been finally adjudged by a court to be liable to the Company, unless and only
to the extent that the Connecticut Court of Chancery or any court in which the Proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification. 


 


Section 5.
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this
Agreement, to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits or otherwise, in
any Proceeding or in defense of any claim, issue or matter therein, in whole or in part, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by him in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him or on his
behalf in connection with each successfully resolved claim, issue or matter. If the Indemnitee is not wholly successful in such
Proceeding, the Company also shall indemnify Indemnitee against all Expenses actually and reasonably incurred in connection with
a claim, issue or matter related to any claim, issue, or matter on which the Indemnitee was successful. For purposes of this Section
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.


 






     


     


    

 


Section 6.
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 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.


 


Section 7.
Additional Indemnification.


 


(a) Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by law if
Indemnitee is a party to or threatened to be made a party to or a participant in any Proceeding (including a Proceeding by or in
the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


(b) For purposes of
Section 7(a), the meaning of the phrase “to the fullest extent permitted by law” shall include,
but not be limited to:


 


(i) to the fullest extent
permitted by the provision of the N.R.S. that authorizes or contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of the N.R.S.; and


 


(ii) to the fullest extent
authorized or permitted by any amendments to or replacements of the N.R.S. adopted after the date of this Agreement that increase
the extent to which a corporation may indemnify its officers and directors.


 


Section 8.
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to
make any indemnity in connection with any claim made against Indemnitee:


 


(a) 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, except (i) to the extent that
amounts are thereafter “clawed back” or otherwise under dispute and (ii) as may be otherwise agreed upon by the
Company in writing; 


 


(b) 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; or


 


(c) 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
authorized the Proceeding (or any part of the Proceeding) prior to its initiation (ii) the Company provides the indemnification,
in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iii) such Proceeding is initiated
by Indemnitee to enforce his rights under this Agreement.


 






     


     


    

 


Section 9. 
Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary, the Company shall advance the expenses
incurred by Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company of a statement
or statements requesting such advances from time to time (which shall include invoices received by Indemnitee in connection with
such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed or to expenditures
made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be so included), whether prior to
or after final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard
to Indemnitee’s ability to repay the expenses and without regard to Indemnitee’s ultimate entitlement to indemnification
under the other provisions of this Agreement. Advances shall include any and all reasonable Expenses incurred pursuing an action
to enforce this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed. The Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement
which shall constitute an undertaking providing that the Indemnitee undertakes to repay the advance to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company. This Section 9 shall not apply to any claim made
by Indemnitee for which indemnity is excluded pursuant to Section 8.


 


Section 10. 
Procedure for Notification and Defense of Claim.


 


(a) To obtain indemnification
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, not later than thirty (30) days after receipt by Indemnitee of notice of the commencement
of any Proceeding. The failure by Indemnitee to notify the Company will not relieve the Company from any liability which it may
have to Indemnitee hereunder or under any other agreement (including, without limitation, the Company’s Articles of Incorporation
and Bylaws), and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights hereunder, except
to the extent (solely with respect to the indemnity hereunder) that such failure or delay materially prejudices the Company. The
Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification. 


 


(b) The Company will
be entitled to participate in the Proceeding at its own expense.


 


Section 11. 
Procedure Upon Application for Indemnification.


 


(a) Upon written request
by Indemnitee for indemnification pursuant to the first sentence of Section 10(a), a determination, if required by
applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change
in Control shall have occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors,
even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of
the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors
or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall
be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company; and, if it is so determined
that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten (10) days after such determination.
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 costs or 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.


 


(b) In the event the
determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 11(a) hereof,
the Independent Counsel shall be selected as provided in this Section 11(b). If a Change in Control shall not have
occurred, the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising
him of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board, in which event the preceding
sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel
so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, 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 2 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 such written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined
that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for
indemnification pursuant to Section 10(a) hereof, no Independent Counsel shall have been selected and not objected
to, either the Company or Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall
have been made by the Company or Indemnitee to the other’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 11(a)
hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 13(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).


  






     


     


    

 


Section 12. 
Presumptions and Effect of Certain Proceedings.


 


(a) 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 if Indemnitee has submitted a request for indemnification in
accordance with Section 10(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption. 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.


 


(b) If the person,
persons or entity empowered or selected under Section 11 of this Agreement to determine whether Indemnitee is entitled
to indemnification shall not have made a determination within sixty (60) 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 60-day period may
be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the
determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating
of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this
Section 12(b) shall not apply (i) if the determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 11(a) of this Agreement and if (A) within fifteen (15) days after receipt
by the Company of the request for such determination the Board has resolved 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 or (ii) if the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 11(a) of this Agreement.


 


(c) 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.


 






     


     


    

 


(d) Reliance as
Safe Harbor. For purposes of any determination of good faith, 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, 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. The provisions of this Section 12(d) shall not be
deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


(e) Actions of Others.
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.


 


Section 13.
Remedies of Indemnitee.


 


(a) In the event that
(i) a determination is made pursuant to Section 11 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have been made pursuant to Section 11(a) of this
Agreement within forty-five (45) days after receipt by the Company of the request for indemnification, (iv) payment of
indemnification is not made pursuant to Section 5 or 6 or the last sentence of Section 11(a) of this Agreement
within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification pursuant
to Section 3, 4 or 7 of this Agreement is not made within ten (10) days after a determination has been made that
Indemnitee is entitled to indemnification or (vi) the Company or any other person or entity takes or threatens to take any
action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to
deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall
be entitled to an adjudication by a court, selected pursuant to Section 22, to such indemnification or advancement of Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator through the Judicial
Arbitration and Mediation Service (“JAMS”). Indemnitee shall commence such proceeding seeking an adjudication or an
award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 13(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding
brought by Indemnitee to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


  


(b) In the event that
a determination shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is not entitled to
indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 13 shall be conducted in
all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse
determination. In any judicial proceeding or arbitration commenced pursuant to this Section 13 the Company shall have
the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 


(c) If a determination
shall have been made pursuant to Section 11(a) of this Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 13,
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.


 


(d) The Company shall
be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 13 that the
procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before
any such arbitrator 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 such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought
by Indemnitee for indemnification or advancement 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.


 






     


     


    

 


Section 14.  Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


 


(a) The rights of indemnification
and to receive advancement of Expenses 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 Company’s Articles of Incorporation, the Company’s
Bylaws, any agreement, a vote of stockholders or 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. To the extent
that a change in Nevada law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses
than would be afforded currently under the Company’s Articles of Incorporation, 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.   


 


(b) To the extent that
the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which
such person serves at the request of the Company, 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 such director, officer, employee or agent 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 director and officer
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) 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) The Company shall
not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided
hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise except (i) to the extent that amounts are thereafter “clawed back” or otherwise
under dispute and (ii) as may be otherwise agreed upon by the Company in writing.


 


(e) The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise.


 


Section 15.
Duration of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years
after the date that Indemnitee shall have ceased to serve as a director or (b) one (1) year after the final termination
of any Proceeding then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder
and of any proceeding (including any appeal) commenced by Indemnitee pursuant to Section 13 of this Agreement relating thereto.
This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and
his heirs, executors and administrators. The Company shall require and shall cause any successor (whether direct or indirect by
purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company to, by written
agreement, expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place. 


 






     


     


    

 


Section 16. 
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or 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; (b) such provision or provisions shall be deemed reformed to the
extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) 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.


 


Section 17. 
Enforcement.


 


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


 


(b) This Agreement
constitutes the entire agreement 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.


 


Section 18. 
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 19. 
Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to the Indemnitee under this Agreement or otherwise.


 


Section 20.
Notices. All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed
to have been duly given (a) if delivered by hand and receipted for by the party to whom said notice or other communication
shall have been directed, or (b) 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,
at the address indicated on the signature page of this Agreement, or such other address as Indemnitee shall provide to the Company.


  


(b) If to the Company
to:


 


NanoViricides, Inc.


Attn: Secretary


1 Controls Drive


Shelton, CT 06484


 


or to any other address as may have been
furnished to Indemnitee by the Company.


 






     


     


    

 


Section 21. 
Contribution. 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).


 


Section 22. 
Applicable Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of Connecticut, without regard to its conflict of laws rules.
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 13(a) of this Agreement, the Company and
Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Superior Court of the State of Connecticut (the “Connecticut Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent
to submit to the exclusive jurisdiction of the Connecticut Court for purposes of any action or proceeding arising out of or in
connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in
the State of Connecticut, irrevocably  as its agent in the State of Connecticut as such party’s agent for acceptance
of legal process in connection with any such action or proceeding against such party with the same legal force and validity as
if served upon such party personally within the State of Connecticut, (iv) waive any objection to the laying of venue of any
such action or proceeding in the Connecticut Court and (v) waive, and agree not to plead or to make, any claim that any such
action or proceeding brought in the Connecticut Court has been brought in an improper or inconvenient forum.


 


Section 23. 
Coverage. This Agreement shall apply with respect to Indemnitee’s service as a director of the Company prior to the
date of this Agreement.


 


Section 24. 
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed
by the party against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. 


 


Section 25. 
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
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.


 


[The remainder of this page has been
intentionally left blank. Signature page(s) to follow]


 


 




     


     


    

 





IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed as of the day and year first above written:


 


NANOVIRICIDES, INC.


 


	By:	 	 
	Name:  Anil R. Diwan
	Title:  President


 


INDEMNITEE:


 


	 	 
	TODD ROKITA


 


	Address:	[___________________]
	 	[___________________]


 


 


 




     


     


    

 


EXHIBIT D


 


PROPRIETARY INFORMATION, INVENTIONS AND
NON-COMPETITION AGREEMENT


 


This PROPRIETARY INFORMATION,
INVENTIONS and NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of May __, 2020 (the “Effective
Date”), by and between NanoViricides, Inc., a Nevada corporation (“Corporation”) and Todd Rokita (“Director”).


 


RECITALS


 


WHEREAS, the Parties
desire to assure the confidential status and proprietary nature of the information which may be disclosed by Corporation to the
Director; and


 


AGREEMENT


 


NOW THEREFORE, in
reliance upon and in consideration of the following undertaking, the parties agree as follows:


 


	 	1.	Nondisclosure.


 


1.1 Recognition
of Corporation’s Rights; Nondisclosure. At all times during the period of time Director serves as a member of the board
of directors of the Corporation (“Service Period”) and provides the necessary and requested services in such capacity
(“Services”), Director will hold in strictest confidence and will not disclose, use, lecture upon or publish any of
the Corporation’s Proprietary Information (defined below), except as such disclosure, use or publication may be required
in connection with Service to the Corporation, or unless the Corporation expressly authorizes such disclosure in writing. Director
will obtain Corporation’s written approval before publishing or submitting for publication any material (written, verbal,
or otherwise) that relates to Services and/or incorporates any Proprietary Information. Director hereby assigns to the Corporation
any rights Director may have or acquire in such Proprietary Information and recognizes that all Proprietary Information shall be
the sole property of the Corporation and its assigns.


 


1.2 Proprietary
Information. The term “Proprietary Information” shall mean any and all confidential and/or proprietary knowledge,
data or information of the Corporation, including that which Director may produce in service to the Corporation. By way of illustration
but not limitation, “Proprietary Information” includes (a) trade secrets, inventions, mask works, ideas,
processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments,
designs and techniques (hereinafter collectively referred to as “Inventions”); (b) information regarding
plans for research, development, new products, marketing and selling, business plans, budgets and unpublished financial statements,
pricing strategies, licenses, prices and costs, suppliers and customers; (c) information regarding the skills and compensation
of other service providers of the Corporation; (d) business strategies, conduct of business, timelines and goals, and such other
business information; (e) financial information and information regarding agreements and contracts that may or may not have been
perfected or may have been dropped in the course of the Company’s business; (f) other information that may have a material
or non-material impact on the conduct of the Company’s business.  


 


1.3 Third
Party Information. Director understands, in addition, that the Corporation has received and in the future will receive from
third parties, including clients, customers, consultants, licensees or affiliates, confidential or proprietary information (“Third
Party Information”). Director understands that the Corporation has a duty to maintain the confidentiality of such Third
Party Information and to use it only for certain limited purposes. During the Service Period and thereafter, Director will hold
Third Party Information in the strictest confidence and will not disclose Third Party Information to anyone (other than Corporation
personnel who need to know such information in connection with their work for the Corporation) or use Third Party Information (except
in connection with the performance of Director’s Services for the Corporation), unless expressly authorized by the Corporation
in writing.


 






     


     


    

 


1.4 No
Improper Use of Information of Prior Employers and Others. During the Service Period, Director will not improperly use or disclose
any proprietary or confidential information or trade secrets, if any, of any former or current employer or any other person to
whom Director has an obligation of confidentiality, and Director will not bring onto the Corporation premises any unpublished documents
or any property belonging to any former or current employer or any other person to whom Director has an obligation of confidentiality
unless consented to in writing by that former or current employer or person. In the performance of his/her duties, Director will
only use information which is generally known and used by persons with training and experience comparable to his own, which is
common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the
Corporation.


 


	 	2.	Assignment of Inventions.


 


2.1 Proprietary
Rights. The term “Proprietary Rights” shall mean all trade secrets, patent, copyright, mask work and other
intellectual property rights throughout the world.


 


2.2 Prior
Inventions. Inventions, if any, patented or unpatented, which Director made prior to the commencement of the Service Period
are excluded from the scope of this Agreement. To preclude any possible uncertainty, Director has set forth on Attachment B
(Previous Inventions) attached hereto a complete list of all Inventions that Director has or caused to be (alone or jointly with
others) conceived, developed or reduced to practice prior to the commencement of the Service Period, that Director considers to
be his property or the property of third parties and that Director wishes to have excluded from the scope of this Agreement (collectively
referred to as “Prior Inventions”). If such disclosure would cause Director to violate any prior confidentiality
agreement, Director shall not list such Prior Inventions in Attachment B but only disclose a cursory name for each such
Invention, a listing of the party(ies) to whom it belongs and the fact that full disclosure as to such inventions has not been
made for that reason. A space is provided on Attachment B for such purpose. If no such disclosure is attached, Director
represents that there are no Prior Inventions. If, during the Service Period, Director incorporates a Prior Invention into a Corporation
product, process or machine, the Corporation is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such
Prior Invention. Notwithstanding the foregoing, Director agrees that he will not incorporate, or permit to be incorporated, Prior
Inventions in any Corporation Inventions without the Corporation’s prior written consent.


  


2.3 Assignment
of Inventions. Subject to Sections 2.4 and 2.6, Director hereby assigns, and agrees to assign in the future when any such Inventions
or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable, to the Corporation all
right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto) whether or not patentable
or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by Director, either alone
or jointly with others, during the Service Period. Inventions assigned to the Corporation, or to a third party as directed by the
Corporation pursuant to this Section 2, are hereinafter referred to as “Corporation Inventions.”


 


2.4 Non-assignable
Inventions. This Agreement does not apply to an Invention which the Director developed entirely on his or her own time without
using the Company’s equipment, supplies, facilities, or trade secret information except for those inventions that either:


 


• Relate
at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably
anticipated research or development of the Company; or


 


•  Result
from any Services performed by the Director for the Company.


 


2.5 Director
has reviewed the notification on Attachment A (Limited Exclusion Notification) and agrees that his signature acknowledges
receipt of the notification.


 






     


     


    

 


2.6  Obligation
to Keep Corporation Informed. During the Service Period, and for twelve (12) months after termination of the Service Period,
Director will fully disclose in writing to the Corporation all Inventions authored, conceived or reduced to practice by Director,
either alone or jointly with others, within no more than thirty (30) days after creation. In addition, Director will disclose
to the Corporation all patent applications filed within a year after termination of the Service Period by Director, or on his behalf,
within no more than thirty (30) days after filing. At the time of each such disclosure, Director will advise the Corporation
in writing of any Inventions that he/she believes fully qualify for exemption under Section 2.4 of this Agreement, and Director
will, at that time, provide all written evidence necessary to substantiate that belief. The Corporation will keep in confidence
and will not use for any purpose or disclose to third parties without Director’s consent any confidential information disclosed
in writing to the Corporation pursuant to this Agreement relating to Inventions that qualify fully for exemption under the provisions
of Section 2.4 of this Agreement. Director will preserve the confidentiality of any Invention that does not fully qualify
for exemption under Section 2.4 of this Agreement.


 


2.7  Works
for Hire. Director acknowledges that all original works of authorship which are made by Director (solely or jointly with others)
within the scope of Service and which are protectable by copyright are “works made for hire,” pursuant to United States
Copyright Act (17 U.S.C., Section 101) and shall be the sole property of the Corporation.


 


2.8  Enforcement
of Proprietary Rights. Director will assist the Corporation, or its nominee, to obtain and enforce United States and foreign
Proprietary Rights relating to Corporation Inventions in any and all countries, and such Proprietary Rights and Corporation Inventions
shall be and remain the sole and exclusive property of the Corporation, or its nominee, whether or not patented or copyrighted.
Accordingly, Director will promptly execute, verify and deliver such documents and perform such other acts (including appearances
as a witness and assistance or cooperation in legal proceedings) as the Corporation may reasonably request in applying for, obtaining,
perfecting, evidencing, sustaining and enforcing such Proprietary Rights and the assignment thereof. This obligation shall survive
and continue beyond the termination of the Service Period, but the Corporation shall compensate Director at a reasonable rate after
his termination for the time actually spent providing such assistance.


 


2.9  Appointment
of Corporation as Agent. If, after reasonable effort, the Corporation is unable to secure Director’s signature on any
document needed in connection with the actions specified herein, Director hereby irrevocably designates and appoints the Corporation
and its duly authorized officers and agents as Director’s agents and attorneys-in-fact, which appointment is coupled with
an interest, to act for and in Director’s behalf to execute, verify and file any such documents and to do all other lawfully
permitted acts to further the purposes of this Agreement with the same legal force and effect as if executed by Director. Director
hereby waives and quitclaims to the Corporation any and all claims, of any nature whatsoever, which Director now or may hereafter
have for infringement of any Proprietary Rights assigned hereunder to the Corporation.


 


	 	3.	Records.


 


Director agrees to keep and
maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that may be required by the
Corporation) of all Proprietary Information developed by Director and all Inventions made by Director during the Service Period,
which records shall be available to and remain the sole property of the Corporation at all times.


 


	 	4.	Non-Competition Obligation.


 


Director agrees that during
the Service Period, Director will not provide any services or engage in any employment or business activity which is competitive
with, or would otherwise conflict with, Director’s Service to the Corporation, without the Corporation’s express written
consent. Director agrees further that during the Service Period and for two (2) years after the termination of the Service
Period, Director will not, either directly or through others, use trade secret information of the Company to solicit or attempt
to solicit any customer, vendor, employee, independent contractor or consultant of the Corporation to terminate his or her relationship
with the Corporation in order to become a customer, vendor, employee, consultant or independent contractor to or for any other
person or entity including, without limitation, Director.


 






     


     


    

 


	 	5.	Non-Solicitation With the Corporation.


 


Director covenants and agrees
that, for a period of two (2) years following termination of the Service Period, Director will not use trade secret information
of the Corporation to solicit or engage in competitive business with Corporation’s existing or potential vendors or customers
at the time of his separation from the Corporation and Director will not encourage or solicit any customer, vendor, employee or
consultant to leave the Corporation for any reason.


 


	 	6.	No Conflicting Obligation.


 


Director represents that his
performance of all the terms of this Agreement and as a Director to the Corporation does not and will not breach any agreement
to keep information acquired by Director prior to the Service Period in confidence or trust. Director has not entered into, and
agrees he will not enter into, any agreement either written or oral in conflict herewith.


 


	 	7.	Return of Corporation Documents.


 


Upon termination of the Service
Period, Director will deliver to the Corporation any and all drawings, notes, memoranda, specifications, devices, formulas, and
documents, together with all copies thereof, and any other material containing, comprising or disclosing any Corporation Inventions,
Proprietary Information and Third Party Information. Director further agrees that any property situated on the Corporation’s
premises and owned by the Corporation, including disks and other storage media, filing cabinets or other work areas, is subject
to inspection by the Corporation at any time with or without notice. Prior to leaving, Director will cooperate with the Corporation
in completing and signing the Corporation’s termination statement, which will include, at a minimum, the certifications set
forth in Attachment C.


 


	 	8.	Legal and Equitable Remedies.


 


Because Director’s services
are personal and unique and because Director may have access to and become acquainted with the Proprietary Information of the Corporation,
the Corporation shall have the right to enforce this Agreement and any of its provisions by injunction, specific performance or
other equitable relief, without bond and without prejudice to any other rights and remedies that the Corporation may have for a
breach of this Agreement.


  


	 	9.	Notices.


 


Any notices required or permitted
hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify
in writing. Such notice shall be deemed given upon personal delivery to the appropriate address or, if sent by certified or registered
mail, three (3) days after the date of mailing.


 


	 	10.	General Provisions.


 


10.1 Governing
Law; Consent to Personal Jurisdiction; Attorney’s Fees. This Agreement and the legal relations among the parties shall
be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to its conflict
of laws rules. The Corporation and Director hereby irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the State of Connecticut (the “Connecticut Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent
to submit to the exclusive jurisdiction of the Connecticut Court for purposes of any action or proceeding arising out of or in
connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in
the State of Nevada, irrevocably as its agent in the State of Nevada as such party’s agent for acceptance of legal process
in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such
party personally within the State of Nevada, (iv) waive any objection to the laying of venue of any such action or proceeding
in the Connecticut Court and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Connecticut Court has been brought in an improper or inconvenient forum.


 






     


     


    

 


10.2 Severability.
If one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this
Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. If, moreover,
any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration,
geographical scope, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.


 


10.3 Successors
and Assigns. This Agreement will be binding upon Director’s heirs, executors, administrators and other legal representatives
and will be for the benefits of the Corporation, its successors, and its assigns.


 


10.4 Survival.
Director agrees that the provisions of this Agreement shall survive the termination of the Service Period and the assignment of
this Agreement by the Corporation to any successor-in-interest or other assignee, regardless of the reason or reasons for termination
and whether such termination is voluntary or involuntary.


 


10.5 Nature
of Relationship. This Agreement shall not be deemed nor does it create an employment contract between the Corporation (or any
of its subsidiaries or related companies) and Director. Director is an independent contractor and shall not be deemed an employee
of the Corporation for purposes of employee benefits, income tax withholding, F.I.C.A. taxes, unemployment benefits or any other
purpose. Director’s term of service is defined in Section 7 of the Director Retainer Agreement between Director and
the Company signed concurrently herewith.


  


10.6 Waiver.
No waiver by the Corporation of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver
by the Corporation of any right under this Agreement shall be construed as a waiver of any other right. The Corporation shall not
be required to give notice to enforce strict adherence to all terms of this Agreement.


 


10.7 Advice
of Counsel. Director acknowledges that, in executing this Agreement, Director has had the opportunity to seek the advice of
independent legal counsel, and Director has read and understood all of the terms and provisions of this Agreement. This Agreement
shall not be construed against any party by reason of the drafting or preparation hereof.


 


10.8 Modification.
This Agreement may not be changed, modified, released, discharged, abandoned or otherwise amended, in whole or in part, except
by an instrument in writing, signed by Director and the Corporation. Director agrees that any subsequent change or changes in Director’s
duties, salary, or compensation shall not affect the validity or scope of this Agreement.


 


10.9 Entire
Agreement. The obligations of this Agreement shall apply to any time during which Director previously provided service, or
will in the future provide service, to the Corporation as a consultant or agent if no other agreement governs nondisclosure and
assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersedes and merges all prior discussions between us. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party
to be charged. The headings in this Agreement are used for convenience only and are not to be considered a part of this Agreement
or be used to interpret the meaning of any part of this Agreement.


 






     


     


    

 


10.10 Counterparts.
This Agreement may be signed in two counterparts, each shall be deemed an original and both of which shall together constitute
one agreement.


 


[The remainder of this page has been
intentionally left blank. Signature page(s) to follow]


 


I HAVE READ THIS AGREEMENT CAREFULLY
AND UNDERSTAND ITS TERMS. I HAVE COMPLETELY FILLED OUT ATTACHMENT B TO THIS AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE
BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY.


 


Dated: ______________


 


__________________


 


TODD ROKITA


 


Address: [___________________]


 


                  [___________________]


 


ACCEPTED AND AGREED TO:


  


NANOVIRICIDES, INC.


 


	By:	 	 
	Name:	Anil R. Diwan	 
	Title:	President	 


 


 


 




     


     


    

 


ATTACHMENT A





 


LIMITED EXCLUSION NOTIFICATION


 


THIS IS TO NOTIFY
you that the foregoing Agreement between you and the Corporation does not require you to assign or offer to assign to the Corporation
any invention that you developed entirely on your own time without using the Corporation’s equipment, supplies, facilities
or trade secret information except for those inventions that either:


 


1. Relate at the time
of conception or reduction to practice of the invention to the Corporation’s business, or actual or demonstrably anticipated
research or development of the Corporation;


 


2. Result from any
Services performed by you for the Corporation.


 


To the extent a provision
in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the
provision is unenforceable.


 


This limited exclusion
does not apply to any patent or invention covered by a contract between the Corporation and the United States or any of its agencies
requiring full title to such patent or invention to be in the United States.


 


I ACKNOWLEDGE RECEIPT
of a copy of this notification.


 


Dated: ______________


 


__________________________________________


TODD ROKITA 


 


Address:  [___________________]


 


                   [___________________]


 


	WITNESSED BY:	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


(Printed Name Of NanoViricides, Inc. Representative)


 


Address: ___________________


 


                 ____________________


 


 




     


     


    

 


ATTACHMENT B


 


 


TO:   NanoViricides, Inc.


FROM:  Todd Rokita


DATE:  May __, 2020


SUBJECT:  Previous Inventions


 


1. Except as listed in Section 2 below,
the following is a complete list of all inventions or improvements relevant to the subject matter of my provision of service to
NanoViricides, Inc., a Nevada corporation (the “Corporation”), that have been made or conceived or first reduced to
practice by me alone or jointly with others prior to my engagement by the Corporation (Check only one of the two boxes below):


 


 ̈       No
inventions or improvements.


 


 ̈       See
below:


 


2. Due to a prior confidentiality agreement,
I cannot complete the disclosure under Section 1 above with respect to inventions or improvements generally listed below, the proprietary
rights and duty of confidentiality with respect to which I owe to the following party(ies):


 


	Invention or Improvement Party	 	Relationship to Party


 


1.





 


2.





 


3.


 


 


(Please attach Additional sheets as needed.)


 


Signed By: _________________________________


 


 


 


Name: TODD ROKITA


 


Address:  [___________________]


 


                  [___________________]


 


 


 




     


     


    

 


ATTACHMENT C


  


CERTIFICATIONS


 


[Fill Out ONLY Upon Termination of Relationship]


 


I certify that I do
not have in my possession, nor have I failed to return, any records, documents, computer disks, tapes or printouts, sound recordings,
customer lists, photographs, data, specifications, drawings, blueprints, reproductions, sketches, notes, reports, proposals, or
copies of them, or other documents or materials, equipment, samples, prototypes, models or material containing, comprising or disclosing
any Corporation Inventions, Third Party Information or Proprietary Information of the Corporation, its successors and assigns.


 


I further certify
that I have complied with and will continue to comply with all the terms of the Proprietary Information and Inventions Agreement
signed by me with the Corporation, including the reporting of any Inventions conceived or made by me covered by such agreement.


 


I further agree that
in compliance with the Proprietary Information and Inventions Agreement, I will preserve as confidential all trade secrets, confidential
information, Proprietary Information, Inventions, Third Party Information, Proprietary Rights and Corporation Inventions, as well
as any other subject matter pertaining to any business of the Corporation or any of its clients, customers, consultants, licensees,
or affiliates.


 


Dated: ______________


 


By: ___________________________


 


Name: TODD ROKITA


 


Address: ___________________


 


                 ___________________