Exhibit 10.5


 


INDEMNIFICATION AGREEMENT


INDEMNIFICATION
AGREEMENT (this “Agreement”) effective as of __________, 202_ by and between CARDIO DIAGNOSTICS HOLDINGS, INC., a Delaware
corporation (the “Company”) and ___________________ (“Indemnitee”).


R E C I T
A L S


A.       The
Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, stockholders,
controlling persons, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the
coverage of such insurance.


B.       The
Company and Indemnitee further recognize the substantial increase in corporate litigation in general, which subjects directors, officers,
employees, controlling persons, stockholders, agents and fiduciaries to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited.


C.
       Indemnitee does not regard the current protection available as adequate under the present circumstances,
and Indemnitee and other directors, officers, employees, stockholders, controlling persons, agents and fiduciaries of the Company may
not be willing to serve in such capacities without additional protection.


D.       The
Company (i) desires to attract and retain highly qualified individuals and entities, such as Indemnitee, to serve the Company and, in
part, in order to induce Indemnitee to be involved with the Company and (ii) wishes to provide for the indemnification and advancing
of expenses to Indemnitee to the maximum extent permitted by law.


E.       This
Agreement forms part of the consideration for Indemnitee to serve, or to continue to serve, as an officer or director of the Company,
and allows Indemnitee to fulfill his or her fiduciary duties under law and take on actions for or on behalf of the Company.


F.       In
view of the considerations set forth above, the Company desires that Indemnitee be indemnified by the Company as set forth herein.


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


1.       Indemnification


a.       Indemnification
of Expenses. The Company shall indemnify and hold harmless Indemnitee (including its respective directors, officers, partners, former
partners, members, former members, employees, agents and spouse, as applicable) and each person who controls any of them or who may be
liable within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), or Section 20 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), to the fullest extent permitted by law if Indemnitee
was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant
in, any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any hearing, inquiry
or investigation that Indemnitee believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution
mechanism, whether civil, criminal, administrative, investigative or other (hereinafter a “Claim”) by reason of (or arising
in part or in whole out of) any event






    	 		 



     


    




or occurrence related to the fact that Indemnitee is or was or may be deemed a director, officer,
stockholder, employee, controlling person, agent or fiduciary of the Company, or any subsidiary of the Company, or is or was or may be
deemed to be serving at the request of the Company as a director, officer, stockholder, employee, controlling person, agent or fiduciary
of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, or by reason of any action
or inaction on the part of Indemnitee while serving in such capacity including, without limitation, any and all losses, claims, damages,
expenses and liabilities, joint or several (including any investigation, legal and other expenses incurred in connection with, and any
amount paid in settlement of, any action, suit, proceeding or any claim asserted) under the Securities Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise or which relate directly or indirectly to the registration,
purchase, sale or ownership of any securities of the Company or to any fiduciary obligation owed with respect thereto or as a direct
or indirect result of any Claim made by any stockholder of the Company against Indemnitee and arising out of or related to any round
of financing of the Company (including but not limited to Claims regarding non-participation, or non-pro rata participation, in such
round by such stockholder), or made by a third party against Indemnitee based on any misstatement or omission of a material fact by the
Company in violation of any duty of disclosure imposed on the Company by federal or state securities or common laws (hereinafter an “Indemnification
Event”) against any and all expenses (including attorneys’ fees and all other costs, expenses and obligations incurred in
connection with investigating, defending a witness in or participating in (including on appeal), or preparing to defend, be a witness
in or participate in, any such action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation),
judgments, fines, penalties and amounts paid in settlement (if, and only if, such settlement is approved in advance by the Company, which
approval shall not be unreasonably withheld) of such Claim and any federal, state, local or foreign taxes imposed on Indemnitee as a
result of the actual or deemed receipt of any payments under this Agreement (collectively, hereinafter “Expenses”), including
all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses. Such payment of Expenses
shall be made by the Company as soon as practicable but in any event no later than ten (10) days after written demand by Indemnitee therefor
is presented to the Company.


b.       Reviewing
Party. Notwithstanding the foregoing, (i) the obligations of the Company under Section 1(a) shall be subject to the condition that
the Reviewing Party (as described in Section 10(e) hereof) shall not have determined (in a written opinion, in any case in which the
Independent Legal Counsel referred to in Section 1(e) hereof is involved) that Indemnitee would not be permitted to be indemnified under
applicable law, and (ii) Indemnitee acknowledges and agrees that the obligation of the Company to make an advance payment of Expenses
to Indemnitee pursuant to Section 2(a) (an “Expense Advance”) shall be subject to the condition that, if, when and to the
extent that the Reviewing Party determines that Indemnitee would not be permitted to be so indemnified under applicable law, the Company
shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid;
provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to
secure a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that
Indemnitee would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to
reimburse the Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights
of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expense Advance shall
be unsecured and no interest shall be charged thereon. If there has not been a Change in Control (as defined in Section 10(c) hereof),
the Reviewing Party shall be selected by the Company’s Board of Directors (the “Board”), and if there has been such
a Change in Control (other than a Change in Control which has been approved by a majority of the Board who were directors immediately
prior to such Change in Control), the Reviewing Party shall be the Independent Legal Counsel referred to in Section 1(e) hereof. If there
has been no determination by the Reviewing Party or if the Reviewing Party






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determines that Indemnitee substantively would not be permitted
to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking an initial
determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the legal or
factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination
by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.


c.       Contribution.
If the indemnification provided for in Section 1(a) above for any reason is determined by the Reviewing Party or held by a court of competent
jurisdiction to be unavailable to Indemnitee in respect of any losses, claims, damages, expenses or liabilities referred to therein,
then the Company, in lieu of indemnifying Indemnitee thereunder, shall, to the fullest extent permissible under applicable law, contribute
to the amount paid or payable by Indemnitee as a result of such losses, claims, damages, expenses or liabilities in such proportion as
is appropriate to reflect the relative benefits received by the Company and Indemnitee and the relative fault of the Company and Indemnitee
in connection with the action or inaction which resulted in such losses, claims, damages, expenses or liabilities, as well as any other
relevant equitable considerations.  In connection with losses, claims, damages, expenses or liabilities resulting from the registration
of the Company’s securities, the relative benefits received by the Company and Indemnitee shall be deemed to be in the same respective
proportions that the net proceeds from the offering (before deducting expenses) received by them, in each case as set forth in the table
on the cover page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered.  The relative
fault of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or Indemnitee
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.


The
Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 1(c) were determined by
pro rata or per capita allocation or by any other method of allocation which does not take account of the equitable considerations referred
to in the immediately preceding paragraph.  In connection with losses, claims, damages, expenses or liabilities resulting from the
registration of the Company’s securities, in no event shall Indemnitee be required to contribute any amount under this Section
1(c) in excess of the lesser of (i) that proportion of the total of such losses, claims, damages or liabilities indemnified against equal
to Indemnitee’s proportion of the total securities being offered under such registration statement or (ii) the proceeds received
by Indemnitee from its securities sold under the registration statement.  Notwithstanding this Section 1(c), no person found guilty
of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not found guilty of such fraudulent misrepresentation.


d.       Survival
Regardless of Investigation. The indemnification and contribution provided for in this Section 1 will remain in full force and effect
regardless of any investigation made by or on behalf of Indemnitee or any officer, director, employee, agent or controlling person of
Indemnitee.


e.       Change
in Control. The Company agrees that if there is a Change in Control of the Company (other than a Change in Control which has been
approved by a majority of the Board who were directors immediately prior to such Change in Control) then, with respect to all matters
thereafter arising concerning the rights of Indemnitee to payments of Expenses under this Agreement or any other agreement or under the
Company’s Certificate of Incorporation, as amended (the “Certificate”) or Bylaws as now or hereafter in effect, Independent
Legal Counsel (as defined in Section 10(d) hereof) shall be selected by Indemnitee and approved by the Company (which approval shall
not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to
whether and to what extent Indemnitee would be permitted to be indemnified under






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applicable law. The Company agrees to abide by such
opinion and to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify such counsel against
any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


f.       Mandatory
Payment of Expenses. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee has been successful on
the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in the defense of any action, suit,
proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense of any claim, issue or matter therein, Indemnitee
shall be indemnified against all Expenses incurred by Indemnitee in connection herewith.


2.       Expenses;
Indemnification Procedure.


a.       Advancement
of Expenses. Subject to Section 1(b) hereof, the Company shall advance all Expenses incurred by Indemnitee.  The advances to
be made hereunder shall be paid by the Company to Indemnitee as soon as practicable but in any event no later than fifteen (15) days
after written demand by Indemnitee therefor to the Company.


b.       
Notice/Cooperation by Indemnitee. Indemnitee shall give the Company written notice as soon as practicable of any Claim made against
Indemnitee for which indemnification will or could be sought under this Agreement; provided, however, that any failure or delay in giving
such notice shall not relieve the Company of its obligations under this Agreement unless and to the extent that (i) the Company
is not aware of such Claim and (ii) the Company is materially prejudiced by such failure or delay.  The written notice to the
Company shall include a description of the nature of and the facts underlying the Claim and be directed to the Chief Executive Officer
of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in
writing to Indemnitee).


c.       No
Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether
with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification
is not permitted by applicable law. In addition, neither the failure of the Reviewing Party to have made a determination as to whether
Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Reviewing Party
that Indemnitee has not met such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee
to secure a judicial determination that Indemnitee should be indemnified under applicable law, shall be a defense to Indemnitee’s
claim or create a presumption that Indemnitee has not met any particular standard of conduct or did not have any particular belief. In
connection with any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder,
the burden of proof shall be on the Company to establish that Indemnitee is not so entitled.


d.       Notice
to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 2(b) hereof, the Company has
liability insurance in effect which may cover such Claim, the Company shall give prompt written notice of the commencement of such Claim
to the applicable insurers in accordance with the procedures set forth in each of the policies.  The Company shall thereafter take
all necessary or desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such action,
suit, proceeding, inquiry or investigation in accordance with the terms of such policies.






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e.       Selection
of Counsel. In the event the Company is obligated hereunder to pay the Expenses of any Claim, the Company shall be entitled to participate
in the proceeding and assume the control of the defense of such Claim, with counsel reasonably approved by Indemnitee (such approval
shall not be unreasonably withheld, delayed or conditioned), upon the delivery to Indemnitee of written notice of its election to do
so.  After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the
Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect
to the same Claim; provided that, (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such Claim at Indemnitee’s
sole expense; (ii) Indemnitee shall have the right to employ Indemnitee’s own counsel in connection with such proceeding, at the
expense of the Company, if such counsel serves in a review, observer, advice and counseling capacity and does not otherwise materially
control or participate in the defense of such Claim; and (iii) if the Company and Indemnitee have mutually concluded that there is a
conflict of interest between them in the conduct of the defense of such Claim, then Indemnitee is entitled to retain its own counsel
and the reasonable fees and expenses of Indemnitee’s counsel reasonably approved by the Company (such approval shall not be unreasonably
withheld, delayed or conditioned) shall be at the expense of the Company.


3.       Additional
Indemnification Rights; Non-Exclusivity.


a.       Scope.
The Company hereby agrees to indemnify Indemnitee for the Expenses of any Claim to the fullest extent permitted by law, even if indemnification
is not specifically authorized by the other provisions of this Agreement or any other agreement, the Company’s Certificate and
Bylaws or by statute. In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands
the right of a Delaware corporation to indemnify a member of its board of directors or an officer, employee, agent or fiduciary, it is
the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded by such change.  In
the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation to indemnify a member
of its board of directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwise required by such law,
statute or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties’ rights and obligations
hereunder except as set forth in Section 8(a) hereof.


b.       Non-Exclusivity.
Notwithstanding anything in this Agreement, the indemnification provided by this Agreement shall be in addition to any rights to which
Indemnitee may be entitled under the Company’s Certificate or Bylaws, any agreement, any vote of stockholders or disinterested
directors, the laws of the State of Delaware, or otherwise. Notwithstanding anything in this Agreement, the indemnification provided
under this Agreement shall continue as to Indemnitee for any action Indemnitee took or did not take while serving in an indemnified capacity
even though Indemnitee may have ceased to serve in such capacity and indemnification shall inure to the benefit of Indemnitee from and
after Indemnitee’s first day of service as a director with the Company or affiliation with a director from and after the date such
director commences services as a director with the Company.


4.       No
Duplication of Payments. Notwithstanding anything herein to the contrary, the Company shall not be liable under this Agreement to
make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment
(under any insurance policy, any other agreement, the Company’s Certificate and Bylaws or otherwise) of the amounts otherwise indemnifiable
hereunder.


5.       Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for any portion
of Expenses incurred in connection with any Claim, but not, however, for all of the total amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion of such Expenses to which Indemnitee is entitled thereunder.


 



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 6.       Mutual
Acknowledgement. The Company and Indemnitee acknowledge that in certain instances, applicable law or public policy may prohibit the
Company from indemnifying its directors, officers, employees, controlling persons, agents or fiduciaries under this Agreement or otherwise.


7.       Liability
Insurance. During any period of time Indemnitee is entitled to indemnification rights under this Agreement, the Company shall maintain
liability insurance applicable to directors, officers, employees, control persons, agents or fiduciaries, Indemnitee shall be covered
by such policies in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured
of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee is not a director of
the Company but is an officer; or of the Company’s key employees, controlling persons, agents or fiduciaries, if Indemnitee is
not an officer or director but is a key employee, agent, control person, or fiduciary. Said liability insurance shall provide coverage
amounts of no less than $3 million and shall be held with an insurance carrier which the Board believes is of financially sound condition.


8.       Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


a.       Claims
Under Section 16(b). To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which a final decision
by a court having jurisdiction in the matter determines that Indemnitee sold or purchased the Company’s securities in violation
of Section 16(b) of the Exchange Act or any similar successor statute;


b.       Compensation
Recovery Claims. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for any reimbursement of the
Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from
the sale of securities of the Company, as required under the Exchange Act (including any such reimbursements that rise from an accounting
restatement of the Company pursuant to Section 304  of the Sarbanes-Oxley  Act  of 2002, as amended  (the  “Sarbanes-Oxley
 Act”),  or the  payment  to the Company of profits arising from the purchase and sale by Indemnitee of securities
in violation of Section 306 of the Sarbanes-Oxley Act);


c.       Indemnitee
Claims. To indemnify Indemnitee for Expenses arising from or in connection with any Claims initiated or brought voluntarily by Indemnitee
not by way of defense, except with respect to Claims brought to establish or enforce a right to indemnification under this Agreement,
the Company’s Certificate and Bylaws or any applicable law;


d.       Unlawful
Indemnification. To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which a final decision by
a court having jurisdiction in the matter determines that such indemnification is not lawful;


e.       Fraud.
To indemnify Indemnitee for Expenses arising from or in connection with any Claims for which a final decision by a court having jurisdiction
in the matter determines that Indemnitee has committed fraud on the Company; and


f.       Insurance.
To indemnify Indemnitee for which payment is actually and fully made to Indemnitee under a valid and collectible insurance policy.


9.       Period
of Limitations. No legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against
Indemnitee or Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5)
years from the date of accrual






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of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within such five (5) year period; provided, however, that if any shorter
period of limitations is otherwise applicable to any such cause of action, such shorter period shall govern.


10.       Construction
of Certain Phrases.


a.       For
purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued,
would have had power and authority to indemnify its directors, officers, employees, agents or fiduciaries, so that if Indemnitee is or
was or may be deemed a director, officer, employee, agent, control person, or fiduciary of such constituent corporation, or is or was
or may be deemed to be serving at the request of such constituent corporation as a director, officer, employee, control person, agent
or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand
in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would
have with respect to such constituent corporation if its separate existence had continued.


b.       For
purposes of this Agreement, references to “other enterprise” shall include any employee benefit plan of the Company; references
to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references
to “serving at the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary
of the Company which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to
an employee benefit plan of the Company, its participants or its beneficiaries.


c.       For
purposes of this Agreement a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such
term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company, (A) who is or becomes the beneficial owner ‎(as defined in Rules
13d-3 and 13d-5 under the Exchange Act)‎, directly or indirectly, of securities of the Company representing more than fifty percent
(50%) of the combined voting power of the Company’s then outstanding securities‎, (ii) a majority of the members of the Board
are replaced during any twelve-month period by directors whose ‎appointment or election is not approved by a majority of the Board
before the date of appointment or election or (iii) the stockholders of the Company approve a merger or consolidation of the Company
with any other corporation or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for
the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company’s
assets.  


d.       For
purposes of this Agreement, “Independent Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance
with the provisions of Section 1(e) hereof, who shall not have otherwise performed services for the Company or Indemnitee within the
last three (3) years (other than with respect to matters concerning the right of Indemnitee under this Agreement, or of other indemnitees
under similar indemnity agreements).


e.       For
purposes of this Agreement, a “Reviewing Party” shall mean any appropriate person or body consisting of a member or members
of the Board or any other person or body appointed by the Board, who is not a party to the particular Claim for which Indemnitee is seeking
indemnification, such as a committee of the Board or Independent Legal Counsel.






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11.       Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original.


12.       Binding
Effect; Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors, assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business and/or assets of the Company, spouses, heirs, and personal and legal representatives. The
Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially
all, or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to
Indemnitee, expressly to 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. This Agreement shall continue in effect with respect to Claims relating
to Indemnifiable Events regardless of whether Indemnitee continues to serve as a director, officer, employee, agent, controlling person,
or fiduciary of the Company or of any other enterprise, including subsidiaries of the Company, at the Company’s request.


13.       Attorneys’
Fees. In the event that any action is instituted by Indemnitee under this Agreement or under any liability insurance policies maintained
by the Company to enforce or interpret any of the terms hereof or thereof, Indemnitee shall be entitled to be paid all Expenses incurred
by Indemnitee with respect to such action if Indemnitee is ultimately successful in such action. In the event of an action instituted
by or in the name of the Company under this Agreement to enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid Expenses incurred by Indemnitee in the defense of such action (including costs and expenses incurred with respect
to Indemnitee counterclaims and cross-claims made in such action), and shall be entitled to the advancement of Expenses with respect
to such action, in each case only to the extent that Indemnitee is ultimately successful in such action.


14.       Notice.
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in
any event be deemed to be given (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered
by first class mail, postage prepaid, (b) upon delivery, if delivered by hand, (c) one business day after the business day of deposit
with Federal Express or similar overnight courier, freight prepaid, or (d) one day after the business day of delivery by facsimile transmission,
if deliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall be addressed if to Indemnitee, at
Indemnitee’s address as set forth beneath the Indemnitee’s signature to this Agreement and if to the Company at the address
of its principal corporate offices (attention: Secretary) or at such other address as such party may designate by ten (10) days’
advance written notice to the other party hereto.


15.       Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision within a
single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable,
and the remaining provisions hereof shall remain enforceable to the fullest extent permitted by law. Furthermore, to the fullest extent
possible, this Agreement (including, without limitations, each portion of this Agreement containing any provision held to be invalid,
void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to give effect to the intent
manifested by the provision held invalid, illegal or unenforceable.


16.       Resolution
of Dispute. This Agreement shall be governed by and its provisions construed and enforced in accordance with the laws of the State
of Delaware, without regard to the conflict of laws principles thereof.  To the fullest extent permitted by law, and unless the
Company consents in writing to


 



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the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole
and exclusive forum for all purposes in connection with any dispute regarding, arising out of or relating to this Agreement (including
without limitation its validity, interpretation, performance, enforcement, termination and damages).


17.       Subrogation.
In the event of 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 documents required and shall do all acts that may be necessary to secure such rights and to enable
the Company effectively to bring suit to enforce such rights.


18.       Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it is in writing
signed by the parties to be bound thereby. Notice of same shall be provided to all parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such
waiver constitute a continuing waiver.


19.       Corporate
Authority. The Board has approved the terms of this Agreement.


 


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


	 	 
	 

     

     
	CARDIO DIAGNOSTICS
    HOLDINGS, INC.

     

     

     

	 	By:
    
	 	Meeshanthini
    Dogan, PhD
	 	Chief
    Executive Officer





 


 


 


 


 


 


 


 


 


 


 






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