BOARD
OF DIRECTORS AGREEMENT


This Board
of Directors Agreement (“Agreement”) is made effective as April 20, 2022, by and between Nutex Health, Inc., with its principal
place of business at 6030 S Rice Ave., Suite C, Houston, TX 77081 (the “Company”) and ___________, with an address at ____________________________
(“Director”), provides for director services, according to the following terms and conditions:


I. Services
Provided


The
Director agrees, subject to the Director's continued status as a director, to serve on the Company’s Board of Directors (the “Board”)
and to provide those services required of a director under the Company’s Certificate of Incorporation and Bylaws, as both may be
amended from time to time (“Articles and Bylaws”) and under the Delaware General Corporation Law, the federal securities
laws and other state and federal laws and regulations, as applicable, and the rules and regulations of the Securities and Exchange Commission
(the “SEC”) and any stock exchange or quotation system on which the Company’s securities may be traded from time to
time.  Director will also serve on such one or more committees of the Board as he or she and the Board shall mutually agree.  


II. Nature
of Relationship


The
Director is an independent contractor and will not be deemed as an employee of the Company for any purposes by virtue of this Agreement.
 The Director shall be solely responsible for the payment or withholding of all federal, state, or local income taxes, social security
taxes, unemployment taxes, and any and all other taxes relating to the compensation he or she earns under this Agreement.  The Director
shall not, in his or her capacity as a director of the Company, enter into any agreement or incur any obligations on the Company’s
behalf, without appropriate Board action.


The
Company will supply, at no cost to the Director:  periodic briefings on the business, director packages for each board and committee
meeting, copies of minutes of meetings and any other materials that are required under the Company’s Articles and Bylaws or the
charter of any committee of the Board on which the Director serves and any other materials which may, by mutual agreement, be necessary
for performing the services requested under this Agreement.


III. Director’s
Representations and Warranties


The
Director represents and warrants that no other party has exclusive rights to his services in the specific areas in which the Company
is conducting business and that the Director is in no way compromising any rights or trust between any other party and the Director or
creating a conflict of interest as a result of his or her participation on the Board.  The Director will not accept any positions
as director of another publicly traded company without prior approval of the Board. The Director also represents, warrants and covenants
that so long as the Director serves on the Board, the Director will not enter into another agreement that will create a conflict of interest
with this Agreement or the Company, as determined by the Board in its sole discretion.  The Director further represents, warrants
and covenants that he or she will comply with the Company’s Articles, Bylaws, policies and guidelines, all applicable laws and
regulations, including Sections 10 and 16 of the Securities Exchange Act of 1934, as amended, and listing rules of The Nasdaq Stock Market
LLC or any other stock exchanges on which the Company’s securities may be traded; that if he or she is designated by the Board
as an independent director, he or she shall promptly notify the Board of any circumstances that may potentially impair his or her independence
as a director of the Company; and that he or she shall promptly notify the Board of any arrangements or agreements relating to compensation
provided by a third party to him or her in connection with his or her status as a director or director nominee of the Company or the
services requested under this Agreement.


Throughout
the term of this Agreement, the Director agrees he or she will not directly or indirectly engage or prepare to engage in any activity
in competition with the Company’s business, products or services, including without limitation, products or services in the development
stage, accept employment or provide services to (including but not limited to service as a member of a board of directors), or establish
a business in competition with the Company; provided, however, that the Director may serve or continue to serve as an officer or director
of one or more entities that are affiliated with the Company, including without limitation, entities in which the Company does not have
a majority holding.  


IV. Compensation


A. 
Annual Compensation


Subject
to Section VI and during the term of this Agreement, the Company shall pay the Director, if the Company does not otherwise compensate
the Director as an officer or employee, an annual retainer fee of $150,000, which may be payable 50% in cash and 50% in Equity Compensation
as described in in Section E, which fees shall be in consideration for the Director providing the services described in Section I which
shall compensate him or her for all time spent preparing for, travelling to (if applicable) and attending Board or committee meetings;
provided, however, that if any Board or committee meetings or duties require out-of-town travel time, such additional travel time may
be billed at the rate set forth in subparagraph B of this Section IV below.  Any or all of the foregoing compensation arrangements
are subject to revision in the sole discretion of the Compensation Committee of the Board from time to time.  Such revision shall
be effective as of the date specified in the resolution for payments not yet earned and need not be documented by an amendment to this
Agreement to be effective.  In addition, if the non-employee Director serves as the chairperson of the Audit Committee, he or she
shall be entitled to additional cash compensation of $20,000 and if the non-employee Director serves as the chairperson of the Compensation
Committee or Nominating Committee of the Board, he or she shall be entitled to an additional cash payment of $15,000, or as determined
by the Board (or the compensation committee thereof) in its sole discretion.


B. 
Additional Payments


To
the extent services described in Section I require out-of-town trips, such additional travel time may be charged at the rate of $1,200
per day or pro-rated portion thereof.  This rate may be revised by action of the Board from time to time for payments not yet earned.
 Such revision shall be effective as of the date specified in the resolution and need not be documented by an amendment to this
Agreement to be effective.


C. 
Payment


Cash
fees shall be paid monthly at the end of each month.  No invoices need be submitted by the Director for payment of the cash fee.
 Invoices for additional payments under subparagraph B of this Section IV above shall be submitted by the Director.  Such invoices
must be approved by the Company’s Chief Executive Officer or Chief Financial Officer as to form and completeness.


D. 
Expenses


During
the term of this Agreement, the Company will reimburse the Director for reasonable business related expenses approved by the Company
in advance, such approval not to be unreasonably withheld.  Invoices for expenses, with receipts attached, shall be submitted.  Such
invoices must be approved by the Company’s Chief Executive Officer or Chief Financial Officer as to form and completeness.


E.
 Equity Compensation


For
his or her services as a director of the Company, the Director is eligible to receive awards under the Company’s equity incentive
plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. Equity Compensation
paid pursuant to Section IV A above shall be in the form of a Company Stock Option Grant Agreement issued in accordance with the company’s
2022 Equity Incentive Plan. 


V. Indemnification
and Insurance


The
Company will execute an indemnification agreement in favor of the Director substantially in the form of the agreement attached hereto
as Exhibit B (the “Indemnification Agreement”).  In addition, so long as the Company’s indemnification obligations
exist under the Indemnification Agreement, the Company shall provide the Director with directors’ and officers’ liability
insurance coverage in the amounts specified in the Indemnification Agreement.


VI. Term
of Agreement and Amendments


This
Agreement shall be in effect from the date hereof through the last date of the Director’s current term as a member of the Board.
 This Agreement shall be automatically renewed on the date of the Director’s reelection as a member of the Board for the period
of such new term unless the Board determines not to renew this Agreement.  Any amendment to this Agreement must be approved by the
Board.  Amendments to Section IV “Compensation” hereof do not require the Director’s consent to be effective.


VII. Termination


This
Agreement shall automatically terminate upon the death of the Director or upon his resignation or removal from, or failure to win election
or reelection to, the Board.  In the event of expiration or termination of this Agreement, the Director agrees to return or destroy
any materials transferred to the Director under this Agreement except as may be necessary to fulfill any outstanding obligations hereunder. 
The Director agrees that the Company has the right of injunctive relief to enforce this provision.


The
Company’s and the Director’s continuing obligations hereunder in the event of expiration or termination of this Agreement
shall be subject to the terms of Section XIV hereof.


VIII. Limitation
of Liability and Force Majeure


Under
no circumstances shall the Company be liable to the Director for any consequential damages claimed by any other party as a result of
representations made by the Director with respect to the Company which are materially different from any to those made in writing by
the Company.


Furthermore,
except for the maintenance of confidentiality, neither party shall be liable to the other for delay in any performance, or for failure
to render any performance under this Agreement when such delay or failure is caused by Government regulations (whether or not valid),
fire, strike, differences with workmen, illness of employees, flood, accident, or any other cause or causes beyond reasonable control
of such delinquent party.


IX. Confidentiality
and Use of Director Information


The
Director agrees to sign and abide by the Company’s Director Proprietary Information Agreement attached hereto as Exhibit A (the
“Proprietary Information Agreement”).  


The
Director explicitly consents to the Company holding and processing both electronically and manually the information that he or she provides
to the Company or the data that the Company collects which relates to the Director for the purpose of the administration, management
and compliance purposes, including but not limited to the Company’s disclosure of any and all information provided by the Director
in the Company’s proxy statements, annual reports or other securities filings or reports pursuant to federal or state securities
laws or regulations, and the Director agrees to promptly notify the Company of any misstatement of a material fact regarding the Director,
and of the omission of any material fact necessary to make the statements contained in such documents regarding the Director not misleading.


X. Resolution
of Dispute


Any
dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and
damages) shall be determined in accordance with the laws of the State of Delaware the United States of America.  Any action under
this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.


XI. Entire
Agreement


This
Agreement (including agreements executed in substantially the form of the exhibits attached hereto) supersedes all prior or contemporaneous
written or oral understandings or agreements, and, except as otherwise set forth herein, may not be added to, modified, or waived, in
whole or in part, except by a writing signed by the party against whom such addition, modification or waiver is sought to be asserted.


XII. 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.


XIII. Notices


Any
and all notices, requests and other communications required or permitted hereunder shall be in writing, registered mail or by facsimile,
to each of the parties at the addresses set forth above. Any such notice shall be deemed given when received and notice given by registered
mail shall be considered to have been given on the tenth (10th) day after having been sent in the manner provided for above.


XIV. 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, the Director’s
obligations under the Proprietary Information Agreement, the Company’s obligation to make any fees and expense payments required
pursuant to Section IV due up to the date of the expiration or termination, and the Company’s indemnification and insurance obligations
set forth in Section V hereof) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration
or termination.


XV.
 Attorneys’ Fees


If
any legal action or other proceeding is brought for the enforcement of this Agreement, or because of a dispute, breach or default in
connection with any of the provisions hereof, the successful or substantially prevailing party (including a party successful or substantially
prevailing in defense) shall be entitled to recover its actual attorneys’ fees and other costs incurred in that action or proceeding,
in addition to any other relief to which it may be entitled.


XVI. Severability


Any
provision of this Agreement which is determined to be invalid or unenforceable shall not affect the remainder of this Agreement, which
shall remain in effect as though the invalid or unenforceable provision had not been included herein, unless the removal of the invalid
or unenforceable provision would substantially defeat the intent, purpose or spirit of this Agreement.


XVII. 
Counterparts


This
Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Execution and delivery
of this Agreement by facsimile or other electronic signature is legal, valid and binding for all purposes.


{Signatures
continued on next page]









    	 	1	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.


	 	 	 	 	 
	Director:	 	Nutex
    Health, Inc.
			 	 	 
	By:	 	 	By:	 
	 	 	 	 	Thomas
    Vo, M.D.,
	 	 	 	 	Chief
    Executive Officer









    	 	2	 



     


    

 


EXHIBIT
A


DIRECTOR
PROPRIETARY INFORMATION AGREEMENT


THIS
DIRECTOR PROPRIETARY INFORMATION AGREEMENT (the “Agreement”) is made effective as of April 20, 2022, by and between NUTEX
HEALTH, INC., a Delaware corporation (“Nutex”), and _____________ (the “Director”).


WHEREAS,
the Director has agreed to serve on the Board of Directors of Nutex (the “Board”);


WHEREAS,
the parties desire to assure the confidential status of the information which may be disclosed by Nutex to the Director in connection
with the Director serving on the Board; and


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


1. 
Subject to the limitations set forth in Paragraph 2, all information disclosed by Nutex to the Director shall be deemed to be “Proprietary
Information.”  In particular, Proprietary Information shall be deemed to include any information, process, technique, algorithm,
program, design, drawing, formula or test data relating to any research project, work in process, future development, engineering, manufacturing,
marketing, servicing, financing or personnel matter relating to Nutex, any of its affiliates or subsidiaries, present or future products,
sales, suppliers, customers, employees, investors, or business of Nutex or any of its affiliates or subsidiaries, whether or oral, written,
graphic or electronic form.


2. 
The term “Proprietary Information” shall not be deemed to include the following information: (i) information which is now,
or hereafter becomes, through no breach of this Agreement on the part of the Director, generally known or available to the public; (ii)
is known by the Director at the time of receiving such information; (iii) is hereafter furnished to the Director by a third party, as
a matter of right and without restriction on disclosure; or (iv) is the subject of a written permission to disclose provided by Nutex.


3. 
The Director shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary
Information received from Nutex.  The Director may use such Proprietary Information only to the extent required to accomplish the
purposes of his position at Nutex.  The Director shall not use Proprietary Information for any purpose or in any manner which would
constitute a violation of any laws or regulations, including without limitation the export control laws of the United States.  No
other rights of licenses to trademarks, inventions, copyrights, or patents are implied or granted under this Agreement.


4. 
Proprietary Information supplied shall not be reproduced in any form except as required to accomplish the intent of this Agreement.


5. 
The Director represents, warrants and covenants that he shall protect the Proprietary Information received with at least the same degree
of care used to protect his or her own Proprietary Information from unauthorized use or disclosure. 


6. 
All Proprietary Information (including all copies thereof) shall remain in the property of Nutex, and shall be returned to Nutex (or
destroyed) after the Director's need for it has expired, or upon request of Nutex, and in any event, upon the expiration or termination
of that certain Board of Directors Agreement, of even date herewith, between Nutex and the Director (the “Director Agreement”).


7. 
Notwithstanding any other provision of this Agreement, disclosure of Proprietary Information shall not be precluded if such disclosure:


(a) 
is in response to a valid order, including a subpoena, of a court or other governmental body of the United States or any political subdivision
thereof; provided, however, that to the extent reasonably feasible, the Director shall first have given Nutex notice of the Director’s
receipt of such order and Nutex shall have had an opportunity to obtain a protective order requiring that the Proprietary Information
so disclosed be used only for the purpose for which the order was issued;


(b) 
is otherwise required by law; or


(c) 
is otherwise necessary to establish rights or enforce obligations under this Agreement, but only to the extent that any such disclosure
is necessary.


8. 
This Agreement shall continue in full force and effect during the term of the Director Agreement.  This Agreement may be terminated
at any time thereafter upon thirty (30) days written notice to the other party.  The termination of this Agreement shall not relieve
the Director of the obligations imposed by Paragraphs 3, 4, 5 and 11 of this Agreement with respect to Proprietary information disclosed
prior to the effective date of such termination and the provisions of these Paragraphs shall survive the termination of this Agreement
indefinitely with respect to Proprietary Information that constitutes “trade secrets” and for a period of eighteen (18) months
from the date of such termination with respect to other Proprietary Information.


9. 
 This Agreement shall be governed by the laws of the State of Texas as those laws are applied to contracts entered into and to be
performed entirely in Texas by Texas residents.


10. 
This Agreement contains the final, complete and exclusive agreement of the parties relative to the subject matter hereof and may not
be changed, modified, amended or supplemented except by a written instrument signed by both parties.


11. 
Each party hereby acknowledges and agrees that in the event of any breach of this Agreement by the Director, including, without limitation,
an actual or threatened disclosure of Proprietary Information without the prior express written consent of Nutex, Nutex will suffer an
irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. 
Accordingly, each party hereby agrees that Nutex shall be entitled to specific performance of the Director's obligations under this Agreement,
as well as such further injunctive relief as may be granted by a court of competent jurisdiction.


	 	 	 	 	 
	Director:	 	 	Nutex
    Health, Inc.
	 	 	 	 	 
	Signature: 	 	 	Signature:
    	 
	Print
    Name:	 	 	 	 Thomas
    Vo M.D.
	Title:	Director	 	 	 Chief
    Executive Officer






    	 	3	 



     


    




EXHIBIT
B


INDEMNIFICATION
AGREEMENT


INDEMNIFICATION
AGREEMENT (this “Agreement”) effective as of April 20, 2022 by and between NUTEX HEALTH 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 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 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.


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.


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 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 electionor (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.


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 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.


	 	 
		NUTEX
                                            HEALTH INC.,

	 	 
	 	By:
    ___________________________________
	 	Thomas
    Vo, M.D.
	 	Chief
    Executive Officer



 






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