Exhibit 10.1


 


Representative Form of Indemnification Agreement


 


This Indemnification Agreement (this “Agreement”)
is made as of November 20, 2022, by and between Jeffs’ Brands Ltd, a company organized and existing under the laws of Israel (the
“Company”) and Ronen Zalayet (“Indemnitee”).


 


WHEREAS, the Company desires to attract and retain
qualified directors and officers and to provide them with protection against liability and expenses incurred while acting in that capacity;
and


 


WHEREAS, Indemnitee is director or officer of
the Company; and


 


WHEREAS, in order to induce Indemnitee to serve
as a director or officer of the Company, the Company agrees to indemnify Indemnitee upon certain occurrences, pursuant to the terms and
subject to the conditions of this Agreement.


 


Now, therefore, the parties agree as follows:


 


		1.	Indemnity. The Company hereby agrees, subject to the limitations set forth in this Agreement and
to applicable law:



 


To indemnify Indemnitee to the maximum extent
permitted by applicable law against any liability or expense in respect of any acts or omissions of Indemnitee in his capacity as a director
or officer of the Company, as follows:


 


(i) a financial obligation imposed on Indemnitee
in favor of another person by a court judgment, including a compromise judgment or an arbitrator’s award approved by court;


 


(ii) reasonable litigation expenses, including
attorneys’ fees, expended by Indemnitee or charged to him by a court, in a proceeding instituted against him by the Company or on its
behalf or by another person, or in a criminal charge from which he was acquitted or in any criminal proceeding of a crime which does not
require proof of mens rea (criminal intent) in which the Indemnitee is convicted, or due to an investigation or a proceeding conducted
against him by an authority authorized to conduct an investigation or a proceeding, pursuant to which no indictment was filed against
him and no monetary liability was imposed on him as an alternative to a criminal proceeding, or due to an investigation or a proceeding
conducted against him by an authority authorized to conduct an investigation or a proceeding, pursuant to which no indictment was filed
against him but a monetary liability was imposed on him as an alternative to a criminal proceeding, for a crime which does not require
a finding of mens rea (criminal intent) (collectively referred to hereinafter as a “Claim”);


 


(iii) a payment which Indemnitee is obligated
to make to an injured party as set forth in Section 52(54)(a)(1)(a) of the Israeli Securities Law, 1968, as amended (the “Securities
Law”), if applicable, and expenses that Indemnitee incurs in connection with a proceeding under Chapters H’3, H’4
or I’1 of the Securities Law, if applicable, including reasonable legal expenses, which term includes attorney fees; and


 






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(iv) any other obligation or expense in respect
of which it is permitted or will be permitted under the Companies Law, 5759-1999, to indemnify an officer or director, subject to and
in accordance with all applicable law.


 


The above indemnification will also apply to any
action taken by the Indemnitee in his capacity as a director and/or officer of any other company controlled, directly or indirectly, by
the Company (a “Subsidiary”) or in his capacity as a director, officer or observer at board of directors’ meetings,
of a company not controlled by the Company but where his appointment as a director, officer or observer results from the Company’s
holdings in such company (“Affiliate”).


 


		2.	General Limitations on Indemnity. If, when and to the extent that a final judicial determination
is made, as to which all rights of appeal therefrom have been exhausted or lapsed, the Indemnitee would not be permitted to be so indemnified
as provided under this Agreement, the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company)
for all such amounts theretofore paid. Indemnitee’s obligation to reimburse the Company for any advance expenses or other sums paid
hereunder shall be unsecured and no interest shall be charged thereon.



 


		3.	Limitations on Indemnity.



 


3.1. The
Company undertakes to indemnify Indemnitee, with respect to Section 1(i) above, and in accordance with the terms of this Agreement up
to a total amount of US$5,000,000 (Five Million United States Dollars) in the aggregate, under the circumstances of indemnification of
Indemnitee as set forth in this Agreement.


 


3.2. Indemnitee
shall not be entitled to indemnification under Section 1, for financial obligations imposed arising from any of the following: (i) a breach
of the duty of fiduciary by Indemnitee, except, to the extent permitted by law, for a breach of the duty of fiduciary by the Indemnitee
to the Company, a Subsidiary or an Affiliate while acting in good faith and having reasonable cause to assume that such act would not
prejudice the interests of the Company, Subsidiary or Affiliate, as applicable; or (ii) a violation of the Indemnitee’s duty of
care towards the Company, which was committed intentionally or recklessly, except if it was done in negligence only; or (iii) an act committed
with the intention to realize a personal unlawful profit; or (iv) a fine or monetary penalty imposed on Indemnitee (excluding a fine or
monetary penalty imposed pursuant to the conviction of a crime which requires proof of mens rea (criminal intent)); or (v) a counterclaim
made by the Company or in its name in connection with a claim against the Company filed by Indemnitee, other than (a) by way of defense
or by way of third party notice in connection with claim brought against the Indemnitee, or (b) in specific cases in which the Company’s
Board of Directors has approved the initiation or bringing of such suit by Indemnitee, which approval shall not be unreasonably withheld.


 


3.3. The
indemnification amount actually paid shall be limited to those amounts not covered by the Company’s directors and officers insurance
policy (the “D&O Policy”), such that Indemnitee will not be entitled to payment from the Company for amounts which
Indemnitee has actually obtained under the D&O Policy.


 






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3.4. Subject
to the provisions of this Section 3, the indemnification hereunder will, in each case, cover all sums of money that the Indemnitee will
be obligated to pay, in those circumstances for which indemnification is permitted under the law.


 


3.5. The
Company will be entitled to reimbursement of amounts collected from a third party in connection with liabilities indemnified hereunder.
Such reimbursement shall not exceed the amount the Company has paid to the Indemnitee.


 


		4.	Limitation of Categories of Claims. The indemnification pursuant to Section 1(i) above, shall only
relate to liabilities arising in connection with acts or omissions of Indemnitee in respect of the following events and circumstances
which are deemed by the Company’s Board of Directors to be foreseeable at the date hereof:



 


4.1. The
offering of securities by the Company and/or by a shareholder thereof to the public and/or to private investors or the offer by the Company
to purchase securities from the public and/or from private investors or other holders pursuant to a prospectus, agreements, notices, reports,
tenders and/or other proceedings;


 


4.2. Occurrences
in connection with investments in or by the Company and/or Subsidiary and/or Affiliate in other corporations whether before and/or after
the investment is made, entering into the transaction, the execution, development and monitoring thereof, including actions taken by the
Indemnitee in the name of the Company and/or Subsidiary and/or Affiliate as a director, officer, employee and/or board observer of the
corporation which is the subject of the transaction and the like;


 


4.3. The
sale, purchase and holding of negotiable securities or other investments for or in the name of the Company and/or Subsidiary and/or Affiliate;


 


4.4. Actions
in connection with the merger of the Company and/or any Subsidiary and/or any Affiliate with or into another entity;


 


4.5. Actions
in connection with the sale of the operations, assets and/or business, or part thereof, of the Company and/or Subsidiary and/or Affiliate;


 


4.6. Without
derogating from the generality of the above, actions in connection with the purchase or sale of companies, legal entities or assets, licensing
or acquisition of rights in products, assets or technologies of other persons or legal entities, and the sale, licensing or grant of license
in the same to other persons or legal entities, and the division or consolidation thereof;


 


4.7. Actions
taken in connection with labor relations and/or employment matters (including employment-related benefits) in the Company and/or Subsidiary
and/or Affiliate and trade relations of the Company and/or Subsidiary and/or Affiliate, including with employees, independent contractors,
customers, suppliers and various service providers;


 






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4.8. Actions
in connection with the developing, testing and manufacturing of products (including a third party’s products, solutions and technologies)
by the Company and/or Subsidiary and/or Affiliate or in connection with the distribution, sale, license or use of such products, solutions
or technologies, and management of projects whether of the Company and/or Subsidiary and/or affiliate and/or any third party;


 


4.9. Actions
relating to the promotion, offering and/or support of the products, solutions and technologies in the fields of operation of the Company,
any of its Subsidiaries or Affiliates as shall exist from time to time;


 


4.10. Actions
taken in connection with the intellectual property of the Company and/or Subsidiary and/or Affiliate and its protection, including the
registration or assertion of rights to intellectual property and the defense of claims related to intellectual property or any claim or
demand made for actual or alleged infringement, misappropriation, or misuse of any third party’s intellectual property rights by the Company,
its Subsidiaries or Affiliates, including without limitation confidential information, patents, copyrights, design rights, service marks,
trade secrets, copyrights, and misappropriation of ideas by the Company, its Subsidiaries or Affiliates;


 


4.11. Actions
taken pursuant to or in accordance with the policies and procedures of the Company and/or Subsidiary and/or Affiliate, that have been
decided upon, whether such policies and procedures are published or not, and actions relating to the operations and management of the
Company and/or of any Subsidiaries and/or Affiliates;


 


4.12. Occurrences
resulting from the Company’s and/or Subsidiary’s and/or Affiliate’s status as a public company, and/or from the fact
that the Company’s securities were offered to the public and/or are traded on a stock exchange, whether in the U.S. or elsewhere;


 


4.13. Any
claim or demand made by any lenders or other creditors or for monies borrowed by, or other indebtedness of, the Company and\or Subsidiary
and/or any Affiliate;


 


4.14. Any
claim or demand made by any third party suffering any personal injury or damage to business or personal property through any act or omission
attributed to the Company or its Subsidiaries or its Affiliates, or their respective employees, agents or other persons acting or allegedly
acting on their behalf;


 


4.15. Any
claim or demand made by suppliers, contractors or other third parties transacting any form of business with the Company in the ordinary
course of their respective businesses, relating to the negotiations or performance of such transactions, representations or inducements
provided in connection thereto or otherwise;


 


4.16. Any
claim or demand made in connection with any transaction not in the ordinary course of business of either the Company or the party making
such claim (including any transaction with directors or officers of the Company or any controlling shareholder of the Company);


 


4.17. Any
claim or demand made directly or indirectly in connection with complete or partial failure, by the Company and\or Subsidiary and/or Affiliate,
or their respective directors, officers and employees, to pay, report, keep applicable records or otherwise, any federal, state, municipal
or foreign taxes or other mandatory payments of any nature whatsoever, including, without limitation, income, sales, use, transfer, excise,
value added, registration, severance, stamp, occupation, customs, duties, real property, personal property, capital stock, social security,
unemployment, disability, payroll or employee withholding or other withholding, including any interest, penalty or addition thereto, whether
disputed or not;


 






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4.18. Any
actions or decisions relating to insurance matters and/or risk management of the Company;


 


4.19. The
filing of a report and/or announcement required by the Companies Law and/or any securities law which is applicable or may be applicable
to the Company from time to time, including the U.S. Securities Laws, including the regulations pertaining to these laws, the Israeli
Securities Law - 1968, and/or according to rules and/or regulations adopted by the stock market LLC or any other stock exchange and/or
securities market and/or any law of any other country pertaining to these issues and/or the failure to file such a report and/or announcement,
and/or actions relating to tender offers of the Company, including actions relating to delivery of opinions in relation thereto;


 


4.20. Any
decision regarding a distribution, as defined in the Companies Law, including a distribution pursuant to a court order, and/or repurchase
of shares or returns of capital or loans of the Company;


 


4.21. Any
actions in connection with the change in the Company’s structure and/or a reorganization of the Company, including any arrangement between
the Company and its shareholders and/or creditors according to the Companies Law, and/or any decision relating to these issues including,
but not limited to, a change in the Company’s capital, the establishment of subsidiaries and/or their liquidation or sale, and/or all
allotments or distributions;


 


4.22. Approval
of corporate actions, including the approval of acts of the Company’s management, its guidance and its supervision;


 


4.23. Any
claim or demand made in connection with any expression of opinion or saying made in good faith during the course of performance of duties
and in connection with the performance of duties, including during meetings of the board of directors or committees of the Company;


 


4.24. Any
administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations,
proceedings or notices of noncompliance or violation by any governmental entity (in Israel or abroad), including the Office of the Chief
Scientist or the Investment Center of the Israeli Ministry of Industry and Commerce, the Israeli Antitrust Authority or the Israel Securities
Authority, or other person alleging the failure to comply with any statute, law, ordinance, rule, regulation, order or decree of any governmental
entity applicable to the Company and/or Subsidiary, or any of their respective businesses or operations;


 


4.25. Any
claim or demand made by purchasers, holders, lessors or other users of products of the Company, for damages, losses or personal injuries
related to such products;


 






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4.26. Any
claim or demand made in connection with any preparation or formulation of work plans, including pricing, marketing, distribution, instructions
to employees, customers and suppliers, and collaboration with competitors;


 


4.27. Any
acts in regard of invasion of privacy, participation and/or non-participation at Board meetings and/or voting and/or abstention from voting
at Board meetings, approval of corporate actions, claims of failure to exercise business judgment;


 


4.28. Claims
of failure to exercise business judgment and a reasonable level of proficiency, expertise and care in regard of the Company’s business;


 


4.29. Violations
of laws requiring the Company to obtain regulatory and governmental licenses, permits and authorizations in any jurisdiction;


 


4.30. Decisions
and/or actions relating to environmental compliance, including pollution, contamination and hazardous materials;


 


4.31. Granting
of liens on Company assets and granting guarantees on behalf of the Company;


 


4.32. Claims
in connection with publishing or providing any information, including any filings with governmental authorities in the U.S., Israel and
elsewhere, on behalf of the Company, in the circumstances required under applicable laws;


 


4.33. Claims
in connection with the preparation, approval or providing of any annual or quarterly financial statements, profit and loss statements,
balance sheets and similar financial information or forecasts;


 


4.34. Any
of the forgoing actions or decisions relating or otherwise applicable to any Subsidiary or Affiliate of the Company; and


 


4.35. Any
claim or demand, not covered by any of the categories of events described above, which, pursuant to any applicable law, a director or
officer of the Company may be held liable to any government or agency thereof, or any person or entity, in connection with actions taken
by such director or officer in such capacity.


 


		5.	Expenses; Indemnification Procedure. The Company shall advance Indemnitee all expenses incurred
by Indemnitee in connection with a Claim on the date on which such amounts are first payable (“Time of Indebtedness”),
and with respect to items mentioned in Section 1(ii) above, even prior to a court decision, but has no duty to advance payments in less
than twenty (20) days (but in any event not later than thirty (30) days) following delivery of a written request therefor by Indemnitee
to the Company. Advances given to cover legal expenses in criminal proceedings will be repaid by Indemnitee to the Company, if such proceedings
are concluded in such manner that would not have entitled the Indemnitee to indemnification under Section ‎1 above. Additionally,
the Company shall make available to Indemnitee any securities and/or guarantees which Indemnitee will be required to provide in the framework
of any action or proceeding and/or according to any interim decision, including arbitration proceedings, and including with respect to
the exchange of any attachments imposed on Indemnitee’s assets.



 






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		6.	Notification and Defense of Claim. If any Claim is brought against Indemnitee in respect of which
indemnity may be sought under this Agreement:



 


6.1. The
Indemnitee shall promptly notify the Company of any legal proceedings initiated and of all possible or threatened legal proceedings without
delay following first becoming aware thereof, and the Indemnitee shall deliver to the Company, or to such person as it shall advise, without
delay all documents received in connection with these proceedings. Similarly, the Indemnitee must advise the Company on an ongoing and
current basis concerning all events which the Indemnitee suspects may give rise to the initiation of legal proceedings against the Indemnitee.
Notice to the Company shall be directed to the Chief Executive Officer with a copy to the General Counsel and the Chief Financial Officer
of the Company as per Section 19 hereof, or if the Indemnitee is then the Chief Executive Officer of the Company, such notice shall be
directed to the Chairman of the Board and the other addressees.


 


6.2. The
Company will be entitled to participate therein at its own expense or to assume the defense thereof and to employ counsel reasonably satisfactory
to Indemnitee. Indemnitee shall have the right to employ its own counsel in connection with any such Claim and to participate in the defense
thereof, but the fees and expenses of such counsel shall be at the expense of Indemnitee unless: (i) the Company shall not have assumed
the defense of the Claim, or (ii) the named parties to any such action (including any impleaded parties) include both Indemnitee and the
Company, and Indemnitee shall have reasonably concluded that joint representation is inappropriate under applicable standards of professional
conduct due to a conflict of interest between Indemnitee and the Company, in either of which events reasonable fees and expenses of such
counsel to Indemnitee shall be borne by the Company. However, in no event will the Company be obligated to pay the fees or expenses of
more than one firm of attorneys representing Indemnitee in connection with any one Claim or separate but substantially similar or related
Claims in the same jurisdiction arising out of the same general allegations or circumstances. For the avoidance of doubt, in the case
of criminal proceedings the Company and/or the attorneys as aforesaid will not have the right to plead guilty in Indemnitee’s name
or to agree to a plea-bargain in his name without his prior written consent. Furthermore, in a civil proceeding (whether before a court
or as a part of a compromise arrangement), the Company and/or its attorneys will not have the right to admit to any occurrences that are
not indemnifiable pursuant to this Agreement and/or pursuant to law, without Indemnitee’s prior written consent. However, the aforesaid
will not prevent the Company and/or its attorneys as aforesaid, with the approval of the Company, to come to a financial arrangement with
a plaintiff in a civil proceeding without Indemnitee’s consent so long as such arrangement will not be an admittance of an occurrence
not fully indemnifiable pursuant to this Agreement and/or pursuant to law and further provided that any such settlement or arrangement
does not impose on Indemnitee any liability or limitation.


 


6.3. The
Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement of any Claim effected without the Company’s written
consent. Indemnitee shall give the Company such information and cooperation as may be required.


 






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6.4. The
Indemnitee will fully cooperate with the Company and/or any attorney as aforesaid in every reasonable way as may be required within the
context of their conduct of such legal proceedings, including but not limited to the execution of power(s) of attorney and other documents,
provided that the Company shall cover all costs incidental thereto such that the Indemnitee will not be required to pay the same or to
finance the same himself.


 


		7.	Subrogation. In the event of payment under this Agreement from Company to Indemnitee, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents reasonably
required and shall do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary
to enable the Company effectively to bring suit to enforce such rights.



 


		8.	Primacy of Indemnification. The Company hereby acknowledges that Indemnitee has or may have certain
rights to indemnification, advancement of expenses and/or insurance provided by the Indemnitee or by the party or parties who appointed
the Indemnitee and certain of such party’s affiliates (collectively, the “Appointing Party”). The Company hereby agrees,
with respect to Indemnitee’s right to indemnification pursuant hereto: (i) that the Company is the indemnitor of first resort (i.e., its
obligations to Indemnitee are primary and any obligation of the Appointing Party or its (or the Indemnitee’s) insurer to advance expenses
or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that, subject to the provisions
hereof, the Company shall be required to advance the full amount of expenses incurred by Indemnitee and indemnifiable hereunder and shall
be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted
and as required by the Company’s Articles Association (or any agreement between the Company and Indemnitee) all subject to the provisions
hereof, without regard to any rights Indemnitee may have against the Appointing Party or its (or the Indemnitee’s) insurer, and, (iii)
that the Company irrevocably waives, relinquishes and releases the Appointing Party or its (or the Indemnitee’s) insurer from any and
all claims against the Appointing Party or its (or the Indemnitee’s) insurer for contribution, subrogation or any other recovery of any
kind in respect thereof. The Company further agrees that no advancement or payment by the Appointing Party or its (or the Indemnitee’s)
insurer on behalf of an Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect
the foregoing and the Appointing Party or its (or the Indemnitee’s) insurer shall have a right of contribution and/or be subrogated to
the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and the Indemnitee
agree that the Appointing Party or its (or the Indemnitee’s) insurer are express third party beneficiaries of the terms hereof.



 


		9.	Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of the expenses actually or reasonably incurred by Indemnitee in connection with a Claim or Claims,
but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses to
which Indemnitee is entitled.



 


		10.	Other Indemnification. Except to the extent provided in Section 8 above, the Company will not indemnify
Indemnitee for any liability with respect to which Indemnitee has received payment by virtue of an insurance policy or other indemnification
agreement, other than for amounts, which are in excess of the amount paid to Indemnitee pursuant to such policy or agreement and other
than a deductible payable by the Indemnitee under an insurance policy or indemnification agreement.



 






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		11.	Collection from a Third Party. The Company will be entitled to any amount collected from a third
party in connection with a Claim or Claims actually indemnified hereunder by the Company.



 


		12.	Non-Exclusivity. The rights of the Indemnitee hereunder shall not be deemed exclusive of any other
rights he may have under the Company’s Articles of Association or applicable law or otherwise, and to the extent that during the
indemnification period hereunder the rights of the then existing directors and officers are more favorable to such directors or officers
than the rights currently provided thereunder or under this Agreement to Indemnitee, Indemnitee shall be entitled to the full benefits
of such more favorable rights.



 


		13.	Exemption. The Company hereby exempts Indemnitee, to the fullest extent permitted by law, from
any liability, or any part of liability, for damages caused as a result of a breach of his duty of care to the Company, provided that
in no event shall he be exempt with respect to any actions listed in Section ‎3.2 above.



 


		14.	Post Factum Indemnification. It is hereby clarified that nothing in here shall limit the Company’s
right to indemnify the Indemnitee post factum, for any and all amounts or events, without limitation.



 


		15.	Severability. Each of the provisions of this Agreement is a separate and distinct agreement and
independent of the others, so that if any provision hereof shall be held to be invalid or unenforceable for any reason, such invalidity
or unenforceability shall not affect the validity or enforceability of the other provisions hereof. If such invalid or unenforceable undertaking
may be modified or amended so as to be valid and enforceable as a matter of law, such undertaking will be deemed to have been modified
or amended, and any competent court or arbitrator are hereby authorized to modify or amend such undertaking, so as to be valid and enforceable
to the maximum extent permitted by law.



 


		16.	Termination of Services. For the avoidance of doubt, the Company will indemnify Indemnitee even
if at the relevant Time of Indebtedness Indemnitee is no longer a director or officer of the Company or of a Subsidiary or a director,
officer and/or board observer of an Affiliate, as applicable, provided, that the obligations are in respect of actions taken by the Indemnitee
while serving as a director, officer and/or board observer, as aforesaid, and in such capacity.



 


		17.	Attorneys’ Fees. In the event of any litigation or other action or proceeding to enforce
or interpret this Agreement, the prevailing party as determined by the court shall be entitled to an award of its reasonable attorneys’
fees and other costs, in addition to such relief as may be awarded by a court or other tribunal.



 


		18.	Further Assurances. The parties will do, execute and deliver, or will cause to be done, executed
and delivered, all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement
and the transactions contemplated hereby. Notwithstanding anything to the contrary, if for the validation of any of the undertakings in
this Agreement any act, resolution, approval or other procedure is required, the Company undertakes to cause them to be done or adopted
in a manner which will enable the Company to fulfill all its undertakings as aforesaid.



 






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		19.	Notice. All notices, requests, demands and other communications under this Agreement shall be in
writing and shall be deemed duly given (i) if delivered by hand or by fax or other means of electronic communication and receipted for
by the party addressee, on the date of such receipt, or (ii) if mailed by certified or registered mail with postage prepaid, on the third
business day after the date postmarked.



 


		20.	Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the parties
with respect to its subject matter, and supersedes and cancels all prior agreements, proposals, representations and communications between
the parties regarding the subject matter hereof. No amendment, modification, termination or cancellation of this Agreement shall be effective
unless it is in writing and signed by the parties hereto.



 


		21.	Binding Effect; No Assignment. This Agreement shall be binding upon Indemnitee and the Company,
their successors and assignees, and shall inure to the benefit of Indemnitee, his heirs, personal representatives and assignees and to
the benefit of the Company, its successors and assignees. Indemnitee shall not assign or otherwise transfer his rights under this Agreement
and any attempt to assign or transfer such rights shall be deemed null and void.



 


		22.	Governing Law; Jurisdiction. This Agreement shall be interpreted and enforced in accordance with
the laws of the State of Israel, without regard to their rules of conflict of laws, and any dispute arising from or in connection with
this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Tel Aviv, Israel.



 


		23.	Construction. The undertakings of the parties pursuant to this Agreement shall be widely construed
and, in a manner, designated to give them effect, to the fullest extent permissible under law. In the event of any contradiction between
the provisions of this Agreement and any provision of law that is not dispositive or which cannot be amended, the provision of law shall
prevail but the same shall not impair or derogate from the validity of the other provisions hereunder.



 


		24.	Counterpart Signatures. This Agreement may be executed in counterparts, both of which when taken
together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and
delivered to the other party, it being understood that two parties need not sign the same counterpart. In the event that any signature
is delivered by facsimile or PDF transmission, such signature shall create a valid and binding obligation of the party executing (or on
whose behalf such signature is executed) the same with the same force and effect as if such facsimile or PDF signature page were an original
thereof.



 






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


 


	
    Indemnitee
	 	Jeffs’ Brands Ltd
	 	 	 	 
	
    /s/ Ronen
    Zalayet
	 	By:	/s/ Viki Hakmon
	Name: Ronen Zalayet	 	Name: 	Viki Hakmon
	Title: Chief Financial Officer	 	Title:	Chief Executive Officer


 




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Schedule to Exhibit 10.1


 


The following directors and
executive officers of Jeffs’ Brands Ltd (the “Company”) are parties to Indemnification Agreements with the Company
which are substantially identical in all material respects to the representative Indemnification Agreement filed herewith and are dated
as of the respective dates listed below. The other Indemnification Agreements are omitted pursuant to Instruction 2 to Item 601 of Regulation
S-K.


 


	Name of Signatory	 	Date
	
    Viki Hakmon

    Chief Executive Officer and Director
	 	November 20, 2022
	 	 	 
	
    Ronen Zalayet

    Chief Financial Officer
	 	November 20, 2022
	 	 	 
	
    Naor Bergman

    Chief Operating Officer
	 	November 20, 2022
	 	 	 
	
    Oz Adler

    Chairman of the Board of Directors
	 	November 20, 2022
	 	 	 
	
    Eliyahu Yoresh

    Director
	 	November 20, 2022
	 	 	 
	
    Liron Carmel

    Director
	 	November 20, 2022
	 	 	 
	
    Tali Dinar

    Director
	 	November 20, 2022
	 	 	 
	
    Moshe Revach

    Director
	 	November 20, 2022
	 	 	 
	
    Amitay Weiss

    Director
	 	November 20, 2022
	 	 	 
	
    Tomer Etzyoni

    Director
	 	November 20, 2022
	 	 	 
	
    Asaf Itzhaik

    Director
	 	November 20, 2022



 


 


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