Exhibit 10.1

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), effective as of August 4, 2021 (the “Effective Date”), is between Indaptus Therapeutics, Inc. (the “Company”) and Jeffrey A. Meckler (the “Executive”).

WITNESSETH

WHEREAS, Intec Pharma Inc., a subsidiary of Intec Pharma Ltd., an Israeli corporation (“Intec”), entered into an employment agreement with the Executive on December 11, 2017 (the “Prior Agreement”);

WHEREAS, Intec Pharma Ltd. merged with Decoy Biosystems, Inc., a Delaware corporation, on August 3, 2021; and

WHEREAS, the Company desires to employ the Executive as its Chief Executive Officer following the merger, and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Notwithstanding any provisions of this Agreement or otherwise, nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”), or prevents the Executive from providing truthful testimony in response to a lawfully issued subpoena or court order. Further, nothing in this Agreement shall (1) prohibit the Executive from making reports of possible violations of federal law or regulation to any Government Agencies, including but not limited to the Securities and Exchange Commission, in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (2) require notification or prior approval by the Company of any such report; provided that the Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Further, this Agreement does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit the Executive’s right to seek an award pursuant to Section 21F of the Securities Exchange Act of 1934. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

“Intellectual Property” means collectively all Work Product and all Intellectual Property Rights relating to all Work Product.

“Intellectual Property Rights” means all copyrights, copyright registrations and copyright applications, trademarks, service marks, trade dress, trade names, trademark registrations and trademark applications, patents and patent applications, trade secret rights, and all other rights and interests existing, created or protectable under any intellectual property or other law of any nation.

“Work Product” means any and all inventions, discoveries, original works of authorship, developments, improvements, formulas, compounds, indications, techniques, concepts, data and ideas (whether or not patentable or registerable under patent, copyright, or similar statute) made, conceived, prepared, created, discovered, or reduced to practice by the Executive, either alone or jointly with others during the period of his employment, that (i) result from work performed by the Executive for the Company, (ii) are made by use of the Company’s equipment, supplies, facilities or Confidential Information, or are made, conceived or completed, wholly or in part, within the scope of the Executive’s services or duties to the Company, or (iii) are related to the business of the Company or the actual or demonstrably anticipated business of the Company.

“Cause” means: (i) the Executive’s chronic failure to perform those material duties assigned to him pursuant to Section 2 above after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (ii) the Executive’s material and repeated gross negligence or willful misconduct (including but not limited to acts of fraud or theft or the violation of applicable laws) in connection with the performance of his duties after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (iii) the Executive’s material breach of Section 7 or 8 above after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (iv) the Executive’s conviction of, or entry of a plea of guilty or nolo contendere to a felony or any other crime that involves fraud, dishonesty, or serious moral turpitude under the laws of the United States or any state thereof; or (v) the Executive’s alcohol abuse or use of controlled substances (other than prescription drugs taken in accordance with a physician’s prescription), in each case, to the extent such activities under this clause (v) materially interfere with Executive’s duties.

“Good Reason” means the voluntary termination by the Executive within thirty (30) days following: (i) a requirement that the Executive physically relocates to another office that is more than 30 miles from the office location that the Executive reported to at the commencement of his employment with the Company; (ii) a reduction in the Executive’s Salary or Target Bonus in violation of this Agreement; (iii) a material adverse change in the Executive’s title or job description or a significant reduction of the scope of the Executive’s authority or responsibilities as Chief Executive Officer, but not including any Board related duties, or (iv) or any other material breach of this Agreement by the Company, including but not limited to no longer reporting to the Board, provided that no act or omission in (i) through (iv) of this definition shall constitute Good Reason unless (x) Executive provides the Company with written notice within ninety (90) days after Executive first become aware of, or reasonably should have become aware of, the occurrence or existence of such event or circumstance, which notice identifies the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to cure such act or omission within thirty (30) days after delivery of such notice to the Company and (z) Executive terminates Executive’s employment with the Company within thirty (30) days after the expiration of the cure period referred to in the preceding clause (y).

As used in this Agreement, “Change in Control” means (x) a change in ownership of the Company under clause (i) below or (y) a change in the ownership of a substantial portion of the assets of the Company under clause (ii) below:

Each of clauses (i) through (iii) above shall be construed and interpreted consistent with the requirements of Section 409A and any Treasury Regulations or other guidance issued thereunder.

Deliver to the Company all documents and other tangible media in the Executive’s possession or control that evidence, contain or reflect (A) Confidential Information or (B) Work Product, in each case whether prepared by the Executive or otherwise coming into the Executive’s possession or control;

Destroy any intangible materials that evidence, contain or reflect Confidential Information or Work Product on equipment or media not owned by the Company; and

Return to the Company all equipment, files, software programs and other personal property belonging to the Company.

Upon termination of the Executive’s employment with the Company for any reason, the Executive will attend an exit interview with a representative of the Company to review the Executive’s continuing obligations under this Agreement.

Notwithstanding the foregoing, Executive may retain personal financial, insurance, identification and health records or documents and the contact information of your personal contacts and any portion of your personal correspondence to the extent such retained portion does not contain Confidential Information

An initial determination as to whether (x) any of the Parachute Payments received by the Executive in connection with the occurrence of a change in the ownership or control of the Company or in the ownership of a substantial portion of the assets of the Company shall be subject to the Excise Tax, and (y) the amount of any reduction, if any, that may be required pursuant to the previous paragraph, shall be made by an independent accounting firm selected by the Company (the “Accounting Firm”) prior to the consummation of such change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. The Executive shall be furnished with notice of all determinations made as to the Excise Tax payable with respect to the Executive’s Parachute Payments, together with the related calculations of the Accounting Firm, promptly after such determinations and calculations have been received by the Company.

For purposes of this Section 20, (i) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Parachute Payments shall be taken into account; (ii) no portion of the Parachute Payments shall be taken into account which in the opinion of the Accounting Firm does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; (iii) the Parachute Payments shall be reduced only to the extent necessary so that the Parachute Payments (other than those referred to in the immediately preceding clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel referred to in such clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Company’s independent auditors based on Sections 280G and 4999 of the Code and the regulations for applying those sections of the Code, or on substantial authority within the meaning of Section 6662 of the Code.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

Indaptus Therapeutics, Inc.

Schedule A

Prior Inventions

LIST IF ANY

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), effective as of August 4, 2021 (the “Effective Date”), is between Indaptus Therapeutics, Inc. (the “Company”) and Michael J. Newman (the “Executive”).

WITNESSETH

WHEREAS, the Company desires to employ the Executive as its Chief Science Officer, and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Prior to the commencement of each calendar year, the Board will establish and approve the Target Bonus for such calendar year, provided that such Target Bonus shall not be less than 40% of the Executive’s Base Salary. Achievement of the Target Bonus will be based on the Executive meeting individual objectives and the Company meeting company-wide objectives (collectively, the “Performance Criteria”).

The Board may, in its discretion, grant the Executive a Bonus in excess of the Target Bonus if the Performance Criteria are exceeded or for such additional contributions that the Board may choose to recognize.

Following the close of each calendar year but in no event after the later of January 30^th of the year following the year for which the Bonus is payable or ten business days after completion of the Company’s audited financial statements, the Board will meet and determine in its reasonable discretion the extent to which the Performance Criteria have been achieved for such year and the amount of the Bonus. Based on that determination, payment of the Bonus (if any) shall be made at the same time annual Bonuses are generally paid to other senior executives of the Company (generally the first regular payroll date following the Board’s certification of the achievement of applicable Performance Criteria) (the “Bonus Payment Date”). If the Executive is eligible to receive a Bonus, such Bonus will not be deemed to be fully earned unless Executive is employed by the Company and in good standing on the last day of the fiscal year to which the Bonus relates. The Bonus shall be paid to the Executive no later than March 15^th of the year following the year for which the bonus is payable.

Executive agrees that any equity grants awarded to him as compensation for services as Chief Science Officer shall be subject to any clawback policy that the Company established from time to time that is applicable to the Company’s executive officers.

Notwithstanding any provisions of this Agreement or Company policy applicable to the unauthorized use or disclosure of trade secrets, the Executive is hereby notified that, pursuant to Section 7 of the Defend Trade Secrets Act, the Executive cannot be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made (i) in confidence to a Federal, State or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law. The Executive also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Notwithstanding any provisions of this Agreement or otherwise, nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”), or prevents the Executive from providing truthful testimony in response to a lawfully issued subpoena or court order. Further, nothing in this Agreement shall (1) prohibit the Executive from making reports of possible violations of federal law or regulation to any Government Agencies, including but not limited to the Securities and Exchange Commission, in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (2) require notification or prior approval by the Company of any such report; provided that the Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Further, this Agreement does not limit the Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit the Executive’s right to seek an award pursuant to Section 21F of the Securities Exchange Act of 1934.

“Intellectual Property” means collectively all Work Product and all Intellectual Property Rights relating to all Work Product.

“Intellectual Property Rights” means all copyrights, copyright registrations and copyright applications, trademarks, service marks, trade dress, trade names, trademark registrations and trademark applications, patents and patent applications, trade secret rights, and all other rights and interests existing, created or protectable under any intellectual property or other law of any nation.

“Work Product” means any and all inventions, discoveries, original works of authorship, developments, improvements, formulas, compounds, indications, techniques, concepts, data and ideas (whether or not patentable or registerable under patent, copyright, or similar statute) made, conceived, prepared, created, discovered, or reduced to practice by the Executive, either alone or jointly with others during the period of his employment, that (i) result from work performed by the Executive for the Company, (ii) are made by use of the Company’s equipment, supplies, facilities or Confidential Information, or are made, conceived or completed, wholly or in part, within the scope of the Executive’s services or duties to the Company, or (iii) are related to the business of the Company or the actual or demonstrably anticipated business of the Company.

“Cause” means: (i) the Executive’s chronic failure to perform those material duties assigned to him pursuant to Section 2 above after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (ii) the Executive’s material and repeated gross negligence or willful misconduct (including but not limited to acts of fraud or theft or the violation of applicable laws) in connection with the performance of his duties after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (iii) the Executive’s material breach of Section 7 or 8 above after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (iv) the Executive’s conviction of, or entry of a plea of guilty or nolo contendere to a felony or any other crime that involves fraud, dishonesty, or serious moral turpitude under the laws of the United States or any state thereof; or (v) the Executive’s alcohol abuse or use of controlled substances (other than prescription drugs taken in accordance with a physician’s prescription), in each case, to the extent such activities under this clause (v) materially interfere with Executive’s duties.

“Good Reason” means the voluntary termination by the Executive within thirty (30) days following: (i) a requirement that the Executive physically relocates to another office that is more than 30 miles from the office location that the Executive reported to at the commencement of his employment with the Company; (ii) a reduction in the Executive’s Salary or Target Bonus in violation of this agreement; (iii) a material adverse change in the Executive’s title or job description or a significant reduction of the scope of the Executive’s authority or responsibilities as Chief Science Officer, but not including any Board related duties, or (iv) or any other material breach of this Agreement by the Company, provided that no act or omission in (i) through (iv) of this definition shall constitute Good Reason unless (x) Executives provides the Company with written notice within ninety (90) days after Executive first become aware of, or reasonably should have become aware of, the occurrence or existence of such event or circumstance, which notice identifies the event or circumstance that you believe constitutes Good Reason, (y) the Company fails to cure such act or omission within thirty (30) days after delivery of such notice to the Company and (z) Executive terminates Executive’s employment with the Company within thirty (30) days after the expiration of the cure period referred to in the preceding clause (y).

As used in this Agreement, “Change in Control” means (x) a change in ownership of the Company under clause (i) below or (y) a change in the ownership of a substantial portion of the assets of the Company under clause (ii) below:

Each of clauses (i) through (iii) above shall be construed and interpreted consistent with the requirements of Section 409A and any Treasury Regulations or other guidance issued thereunder.

Deliver to the Company all documents and other tangible media in the Executive’s possession or control that evidence, contain or reflect (A) Confidential Information or (B) Work Product, in each case whether prepared by the Executive or otherwise coming into the Executive’s possession or control;

Destroy any intangible materials that evidence, contain or reflect Confidential Information or Work Product on equipment or media not owned by the Company; and

Return to the Company all equipment, files, software programs and other personal property belonging to the Company.

Upon termination of the Executive’s employment with the Company for any reason, the Executive will attend an exit interview with a representative of the Company to review the Executive’s continuing obligations under this Agreement.

Notwithstanding the foregoing, Executive may retain personal financial, insurance, identification and health records or documents and the contact information of your personal contacts and any portion of your personal correspondence to the extent such retained portion does not contain Confidential Information

If any payment, benefit or distribution of any type to or for the benefit of the Executive, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Parachute Payments”) would subject the Executive to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Parachute Payments to be subject to the Excise Tax; provided that the Parachute Payments shall only be reduced to the extent the after-tax value of amounts received by the Executive after application of the above reduction would exceed the after-tax value of the amounts received without application of such reduction. For this purpose, the after-tax value of an amount shall be determined taking into account all federal, state, and local income, employment and excise taxes applicable to such amount. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Parachute Payments if such a reduction is required, which notice shall be consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, then the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating accelerated vesting of stock options or similar awards, then reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any other remaining Parachute Payments; provided, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A.

An initial determination as to whether (x) any of the Parachute Payments received by the Executive in connection with the occurrence of a change in the ownership or control of the Company or in the ownership of a substantial portion of the assets of the Company shall be subject to the Excise Tax, and (y) the amount of any reduction, if any, that may be required pursuant to the previous paragraph, shall be made by an independent accounting firm selected by the Company (the “Accounting Firm”) prior to the consummation of such change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. The Executive shall be furnished with notice of all determinations made as to the Excise Tax payable with respect to the Executive’s Parachute Payments, together with the related calculations of the Accounting Firm, promptly after such determinations and calculations have been received by the Company.

For purposes of this Section 20, (i) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Parachute Payments shall be taken into account; (ii) no portion of the Parachute Payments shall be taken into account which in the opinion of the Accounting Firm does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; (iii) the Parachute Payments shall be reduced only to the extent necessary so that the Parachute Payments (other than those referred to in the immediately preceding clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel referred to in such clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Company’s independent auditors based on Sections 280G and 4999 of the Code and the regulations for applying those sections of the Code, or on substantial authority within the meaning of Section 6662 of the Code.

IN WITNESS WHEREOF, the undersigned have executed this Employment Agreement as of the Effective Date.

Indaptus Therapuetics, Inc.

Schedule A

Prior Inventions

LIST IF ANY

___________________________________________

Michael J. Newman

Exhibit 10.3

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), effective as of August 4, 2021 (the “Effective Date”), is between Indaptus Therapeutics, Inc. (the “Company”) and Walt A Linscott (the “Executive”).

WITNESSETH

WHEREAS, Intec Pharma Inc., a subsidiary of Intec Pharma Ltd., an Israeli corporation (“Intec”), entered into an employment agreement with the Executive on October 23, 2017 (the “Prior Agreement”);

WHEREAS, Intec Pharma Ltd. merged with Decoy Biosystems, Inc., a Delaware corporation, on August 3, 2021; and

WHEREAS, the Company desires to employ the Executive as its Chief Business Officer following the merger, and the Executive desires to accept such employment, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Notwithstanding any provisions of this Agreement or otherwise, nothing contained in this Agreement limits the Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”), or prevents the Executive from providing truthful testimony in response to a lawfully issued subpoena or court order. Further, nothing in this Agreement shall (1) prohibit the Executive from making reports of possible violations of federal law or regulation to any Government Agencies, including but not limited to the Securities and Exchange Commission, in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934, as amended, or Section 806 of the Sarbanes-Oxley Act of 2002, or of any other whistleblower protection provisions of federal law or regulation, or (2) require notification or prior approval by the Company of any such report; provided that the Executive is not authorized to disclose communications with counsel that were made for the purpose of receiving legal advice or that contain legal advice or that are protected by the attorney work product or similar privilege. Further, this Agreement does not limit my ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. This Agreement does not limit the Executive’s right to seek an award pursuant to Section 21F of the Securities Exchange Act of 1934. In addition, for the avoidance of doubt, pursuant to the federal Defend Trade Secrets Act of 2016, the Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (x) is made (i) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (y) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

“Intellectual Property” means collectively all Work Product and all Intellectual Property Rights relating to all Work Product.

“Intellectual Property Rights” means all copyrights, copyright registrations and copyright applications, trademarks, service marks, trade dress, trade names, trademark registrations and trademark applications, patents and patent applications, trade secret rights, and all other rights and interests existing, created or protectable under any intellectual property or other law of any nation.

“Work Product” means any and all inventions, discoveries, original works of authorship, developments, improvements, formulas, compounds, indications, techniques, concepts, data and ideas (whether or not patentable or registerable under patent, copyright, or similar statute) made, conceived, prepared, created, discovered, or reduced to practice by the Executive, either alone or jointly with others during the period of his employment, that (i) result from work performed by the Executive for the Company, (ii) are made by use of the Company’s equipment, supplies, facilities or Confidential Information, or are made, conceived or completed, wholly or in part, within the scope of the Executive’s services or duties to the Company, or (iii) are related to the business of the Company or the actual or demonstrably anticipated business of the Company.

“Cause” means: (i) the Executive’s chronic failure to perform those material duties assigned to him pursuant to Section 2 above after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (ii) the Executive’s material and repeated gross negligence or willful misconduct (including but not limited to acts of fraud or theft or the violation of applicable laws) in connection with the performance of his duties after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (iii) the Executive’s material breach of Section 7 or 8 above after written notice thereof and a reasonable opportunity to respond and/or cure of not less than 30 days; (iv) the Executive’s conviction of, or entry of a plea of guilty or nolo contendere to a felony or any other crime that involves fraud, dishonesty, or serious moral turpitude under the laws of the United States or any state thereof; or (v) the Executive’s alcohol abuse or use of controlled substances (other than prescription drugs taken in accordance with a physician’s prescription), in each case, to the extent such activities under this clause (v) materially interfere with Executive’s duties.

“Good Reason” means the voluntary termination by the Executive within thirty (30) days following: (i) a requirement that the Executive physically relocates to another office that is more than 30 miles from the office location that the Executive reported to at the commencement of his employment with the Company; (ii) a reduction in the Executive’s Salary or Target Bonus in violation of this Agreement; (iii) a material adverse change in the Executive’s title or job description or a significant reduction of the scope of the Executive’s authority or responsibilities as Chief Business Officer, or (iv) or any other material breach of this Agreement by the Company, provided that no act or omission in (i) through (iv) of this definition shall constitute Good Reason unless (x) Executive provides the Company with written notice within ninety (90) days after Executive first become aware of, or reasonably should have become aware of, the occurrence or existence of such event or circumstance, which notice identifies the event or circumstance that Executive believes constitutes Good Reason, (y) the Company fails to cure such act or omission within thirty (30) days after delivery of such notice to the Company and (z) Executive terminates Executive’s employment with the Company within thirty (30) days after the expiration of the cure period referred to in the preceding clause (y).

As used in this Agreement, “Change in Control” means (x) a change in ownership of the Company under clause (i) below or (y) a change in the ownership of a substantial portion of the assets of the Company under clause (ii) below:

Each of clauses (i) through (iii) above shall be construed and interpreted consistent with the requirements of Section 409A and any Treasury Regulations or other guidance issued thereunder.

Deliver to the Company all documents and other tangible media in the Executive’s possession or control that evidence, contain or reflect (A) Confidential Information or (B) Work Product, in each case whether prepared by the Executive or otherwise coming into the Executive’s possession or control;

Destroy any intangible materials that evidence, contain or reflect Confidential Information or Work Product on equipment or media not owned by the Company; and

Return to the Company all equipment, files, software programs and other personal property belonging to the Company.

Upon termination of the Executive’s employment with the Company for any reason, the Executive will attend an exit interview with a representative of the Company to review the Executive’s continuing obligations under this Agreement.

Notwithstanding the foregoing, Executive may retain personal financial, insurance, identification and health records or documents and the contact information of your personal contacts and any portion of your personal correspondence to the extent such retained portion does not contain Confidential Information

An initial determination as to whether (x) any of the Parachute Payments received by the Executive in connection with the occurrence of a change in the ownership or control of the Company or in the ownership of a substantial portion of the assets of the Company shall be subject to the Excise Tax, and (y) the amount of any reduction, if any, that may be required pursuant to the previous paragraph, shall be made by an independent accounting firm selected by the Company (the “Accounting Firm”) prior to the consummation of such change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company. The Executive shall be furnished with notice of all determinations made as to the Excise Tax payable with respect to the Executive’s Parachute Payments, together with the related calculations of the Accounting Firm, promptly after such determinations and calculations have been received by the Company.

For purposes of this Section 20, (i) no portion of the Parachute Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing prior to the date of payment of the Parachute Payments shall be taken into account; (ii) no portion of the Parachute Payments shall be taken into account which in the opinion of the Accounting Firm does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code; (iii) the Parachute Payments shall be reduced only to the extent necessary so that the Parachute Payments (other than those referred to in the immediately preceding clause (i) or (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code or are otherwise not subject to disallowance as deductions, in the opinion of the auditor or tax counsel referred to in such clause (ii); and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Parachute Payments shall be determined by the Company’s independent auditors based on Sections 280G and 4999 of the Code and the regulations for applying those sections of the Code, or on substantial authority within the meaning of Section 6662 of the Code.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

Indaptus Therapeutics, Inc.

Schedule A

Prior Inventions

LIST IF ANY

Exhibit 10.4

SERVICES AGREEMENT

This SERVICES AGREEMENT (this “Agreement”) is made and entered as of August 4, 2021, by and between Indaptus Therapeutics, Inc., a Delaware corporation (the “Company”) and Nir Sassi of Rothschild 69b Kadima, Israel (the “Service Provider”) (The Company and the Service Provider shall additionally be referred as each, a “Party” and collectively, the “Parties”).

1. SERVICES; TERM AND TERMINATION.

1.1 Services. The services and deliverables to be provided by the Service Provider, on a non-exclusive basis, shall be as indicated in Exhibit A attached hereto and incorporated herein by reference (the “Services”, or “Deliverables”). The Services will be provided solely by the Service Provider, in a scope set forth in Exhibit A (the “Scope”), which shall not subcontract any Services and/or Service Provider’s duties, without the Company’s prior written approval.

1.3 Term; Termination. This Agreement shall commence as of the August 4, 2021 (the “Effective Date”), and shall be in effect until terminated by either Party upon sixty (60) days’ prior written notice (the “Term”).

2. COMPENSATION.

2.1 In full consideration for all Services under this Agreement, the Company shall pay the Service Provider the fee set forth in Exhibit A, in accordance with the Scope (the “Compensation”).

2.2 The Compensation shall be paid against an invoice issued in accordance with applicable law, to be issued at the beginning of each month for the preceding month, and to be paid by the Company within fifteen (15) days of the Company’s receipt of such invoice. The Service Provider agrees to pay any and all taxes, fees, duties and/or other impositions that may be levied on Service Provider pursuant to applicable law in connection herewith, including but not limited to, VAT, Income Tax and any other payment imposed upon Service Provider, including but not limited to, payment for pension insurance, disability insurance and any social benefits, and shall be solely responsible in respect thereof, and to indemnify the Company in the event the Company is required to pay any such taxes on behalf of the Service Provider and/or anyone on the Service Provider’s behalf. All sums payable under this Agreement shall be made in the currency set forth in Exhibit A and are inclusive of withholding tax and all other taxes, duties, levies and like matters imposed by any governmental authority which, if applicable, shall be paid by the Service Provider in accordance with applicable law, and shall be deemed for all intents and purposes as part of the Compensation paid to the Service Provider. In the event that pursuant to any law or regulation, tax is required to be withheld at source from any payment made to the Service Provider, the Company shall withhold said tax at the rate set forth in the certification issued by applicable tax authority or if there is no such certification, at the rate determined by said law, regulation or tax treaty provisions, unless the Service Provider has presented to the Company with a valid tax withholding exemption certificate issued by the applicable tax authority, in which case the reduced withholding tax will apply.

2.3 The Compensation under Section 2 shall constitute the total and exclusive compensation payable to Service Provider for the Services rendered hereunder. Service Provider shall not be entitled to any other form of compensation, commission, fee, bonus or any other form of payment in connection with the Services, provided that the Services Provider shall be entitled to reimbursement of expenses incurred by the Service Provider in connection with the Services, but solely to the extent such expenses were approved by the Company in writing in advance.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS; NON-SOLICITATION; REPRESENTATIONS AND WARRANTIES. For the purposes of this Section 3, unless the context otherwise requires (e.g., in connection with assignment of inventions), the term “engagement with the Company” shall also include the engagement with the Company, prior to the execution of this Agreement, and any engagement with any and all of the Company’s direct and indirect existing and future affiliates, subsidiaries, parent or related corporations.

3.1. Confidentiality.

3.1.1. Nondisclosure; Recognition of Company’s Rights. At all times during Service Provider’s engagement and thereafter, the Service Provider will hold in strict confidence and trust and will not disclose, use, lecture upon, or publish any of the Company’s Confidential Information (as defined below), nor use for the benefit of any party other than the Company, any Confidential Information, unless the Company authorizes such disclosure or publication. The Service Provider will obtain the Company’s written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to its engagement with the Company and/or incorporates any Confidential Information. The Service Provider hereby unconditionally and irrevocably assigns to the Company any rights it has or acquires in any and all Confidential Information and recognizes that all Confidential Information shall be the sole and exclusive property of the Company and its assigns.

3.1.2. Confidential Information. The term “Confidential Information” means any and all confidential knowledge, data or information related to the Company’s business as conducted and/or as proposed to be conducted or its actual or demonstrably anticipated research or development, including without limitation: (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, graphics, creative works, data, methods, drawings, models, text, photos, audio works, translation works, broadcasting works, animation works, algorithms, icons, symphonies, tunes, melodies, sound effects, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of the Company’s consultants, contractors, and any other service providers of the Company; and (d) the existence of any business discussions, negotiations, or agreements between the Company and any third party. Confidential Information shall not include information or matter that the Service Provider can document that (a) was already known to the Service Provider prior to disclosure as can be demonstrated by Service Provider’s dated written records; (b) is independently developed by the Service Provider without reference to or use of the Confidential Information as can be demonstrated by Service Provider’s dated written records; or (c) which at the time of disclosure by the Company is generally available to the public or thereafter becomes generally available to the public other than through a breach of any obligation under this Agreement caused by an act or omission on the part of the Service Provider.

3.1.3. Third Party Information. The Service Provider understands, in addition, that the Company has received and in the future will receive from third parties confidential or proprietary information (the “Third Party Information”) subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of Service Provider’s engagement and thereafter, it will hold Third Party Information in strict confidence and will not disclose to anyone or use, except in connection with its work for the Company, Third Party Information, unless expressly authorized by an officer of the Company in writing.

3.1.4. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Company or of the third party providing such Confidential Information to the Company, as the case may be. Without limitation of the foregoing, Service Provider agrees and acknowledges that all memoranda, books, notes, records, email transmissions, charts, formulae, specifications, lists and other documents (contained on any media whatsoever) made, reproduced, compiled, received, held or used by Service Provider in connection with the engagement with the Company or that otherwise relates to any Confidential Information (the “Confidential Material”), shall be the Company’s sole and exclusive property and shall be deemed to be Confidential Information. All originals, copies, reproductions and summaries of the Confidential Material shall be delivered by Service Provider to the Company upon termination or expiration of Service Provider’s engagement for any reason, or at any earlier time at the request of the Company, without the Service Provider retaining any copies thereof.

3.1.5. During the term of Service Provider’s engagement with the Company, Service Provider shall not remove from the Company’s offices or premises any Confidential Material unless and to the extent necessary in connection with the duties and responsibilities of Service Provider and permitted pursuant to the then applicable policies and regulations of the Company. In the event that such Confidential Material is duly removed from the Company’s offices or premises, Service Provider shall take all actions necessary in order to secure the safekeeping and confidentiality of such Confidential Material and return the Confidential Material to their proper files or location as promptly as possible after such use.

3.2. New Improvements. The Service Provider will notify and disclose in writing to the Company, or any persons designated by the Company from time to time, all Inventions (as defined below) made, conceived, reduced to practice or learned by Service Provider, either alone or jointly with others, immediately upon discovery, receipt or invention thereof, as applicable. The Service Provider agrees and declares that all Inventions which the Service Provider has developed or may develop, made, conceived, reduced to practice, or learned, either alone or with others, that (i) relate to the Company’s business as currently being conducted and/or as proposed to be conducted; (ii) are developed in whole or in part on the Company’s time or using Company’s equipment, supplies, facilities, intellectual property or Confidential Information, or (iii) result from or are suggested by any task assigned to the Service Provider or any work performed by the Service Provider for or on behalf of the Company, or by the scope of the Service Provider’s duties and responsibilities with the Company under this Agreement; all including, for avoidance of doubt, during the period prior to the date hereof (collectively, the “Company Inventions”), shall be the sole property of the Company and its assignees, and the Service Provider agrees and declares that it does not have any proprietary right and shall have no suit and/or claim of any kind against the Company in any matter relating, whether directly or indirectly, to any Company Inventions and the Intellectual Property Rights thereto. The Service Provider shall provide the Company with any and all information and documents relating to the Company Inventions in its possession, including but not limited to, any know how, technical drawings, procedures, experiments, analysis, processes, specifications and techniques of any modification, improvement, or development that Service Provider has developed conceived, reduced to practice, during the Term of this Agreement or in the course of, and due to, Service Provider’s activities and services under this Agreement. Without derogating from the aforementioned, the Service Provider hereby explicitly waives (i) any interest, claim or demand that it may have for, or may be entitled to, with respect to any consideration, compensation or royalty in connection with the Company Inventions, including but not limited to, any claims for consideration, compensation or royalty pursuant to any applicable law; and (ii) any moral rights, artists’ rights, or any other similar rights worldwide (the “Moral Rights”) that Service Provider had, have or may have in the future in or with respect to the Company Inventions. Service Provider hereby acknowledges and declares that the Compensation and any other benefits provided under this Agreement, constitutes the entire compensation to which the Service Provider is entitled and includes any and all consideration with respect to the Company Inventions developed by or on behalf of Service Provider. Notwithstanding the above, in the event that despite the parties’ agreement under this Section 3 and the aforementioned waiver, it is nonetheless determined by any competent authority that for any reason whatsoever Service Provider is or will be entitled to consideration, compensation or royalty in connection with one or more Company Inventions, Service Provider hereby agrees and acknowledges that the Special Compensation described in Section 4.3 below will be deemed the sole and final consideration, compensation or royalty payments to which Service Provider is, and will be, entitled in connection with such Company Inventions. The Service Provider further waives the right to bring any claims, demands or allegations to receive compensation, consideration or royalty with respect to the Moral Rights and the Company Inventions. “Intellectual Property Rights” means all rights patents, copyrights, trade secrets, trademarks, service marks, trade names, applications and other proprietary rights in any jurisdiction, arising from any Inventions. “Inventions” means any patent applications, patents, know-how, technical information, work product, designs, ideas concepts, information, materials, processes, data, programs, improvements, innovations, discoveries, developments, artwork, works of authorship, concepts, drawings, algorithms, techniques, methods, systems, processes, compositions of matter, computer software programs, databases and mask works formulae, other copyrightable works, and technique, whether or not patentable, copyrightable or protectable as trade secrets, irrespective of whether registered as a patent, copyright, trademark or in another form.

3.3. Intellectual Property Assignment. Service Provider hereby assigns and agrees to assign in the future (when any such Company Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company, all Service Provider’s right, title, and interest in and to any and all Company Inventions (and all Intellectual Property Rights with respect thereto) and shall sign, execute and acknowledge, at the Company’s expense, any and all documents as may be necessary for the purpose of securing to the Company the Company Inventions. During the Term and thereafter, Service Provider agrees to reasonably assist Company at Company’s cost in every proper way to obtain and enforce United States and any other foreign intellectual property rights relating to the Company Inventions in all countries. In the event the Company is unable to secure Service Provider’s signature on any document needed in connection with such purposes, after Company provided a notice to Service Provider and Service Provider has failed to execute such documents, within 14 days thereof, Service Provider hereby irrevocably designates and appoints Company and its officers and agents as Service Provider’s agent and attorney in fact, which appointment is coupled with an interest, to act on Service Provider’s behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by Service Provider.

3.4. Non-Solicitation. During the Term and for a period of one (1) year thereafter, Service Provider shall not, directly or indirectly: (i) solicit or request any employee of or service provider to the Company to leave the employ of or cease consulting for the Company; (ii) solicit or request any employee of or service provider to the Company to join the employ of, or begin consulting for, any individual or entity that researches, develops, markets or sells products that compete with those of the Company; (iii) solicit or request any individual or entity that researches, develops, markets or sells products that compete with those of the Company, to employ or retain as a service provider any employee or service provider of the Company; or (iv) induce or attempt to induce any supplier or vendor of the Company to terminate or breach any written or oral agreement or understanding with the Company.

3.5. Representations and Warranties. Service Provider represents, warrants, agrees and undertakes that (A) the execution and delivery of this Agreement and the fulfillment of its terms (i) will not constitute a default under or conflict with any agreement or other instrument to which Service Provider is a party or by which Service Provider is bound, and (ii) do not require the consent of any person or entity; (B) with respect to any past engagement of Service Provider with third parties and with respect to any permitted engagement of Service Provider with any third party during the term of Service Provider’s engagement with the Company (for purposes hereof, such third parties, other than Intec Pharma Ltd. shall be referred to as “Other Engagements”), (i) Service Provider’s engagement with the Company is not and/or will not be in breach of any of Service Provider’s undertakings toward Other Engagements, and (ii) Service Provider will not disclose to the Company, nor use, in the provision of any services to the Company, any proprietary or confidential information belonging to any Other Engagements, (C) Service Provider will inform the Company, immediately after becoming aware of any matter that may in any way raise a conflict of interest between Service Provider and the Company, (D) during the term of this Agreement, Service Provider shall not receive any payment, compensation or benefit from any third party in connection, directly or indirectly, with its engagement with the Company; (E) Service Provider has received from the Company all the information that Service Provider has requested regarding the performance of the Services to date; (F) Service Provider has the requisite technical and professional knowledge, know-how, expertise, skills, talent and experience required in order to perform the Services in a professional and efficient manner; and (G) the performance of the Services and the result thereof shall not infringe any third party intellectual property or privacy rights.

4. RELATIONSHIP.

4.1. Service Provider shall at all times act as an independent contractor, and shall not be, and/or claim to be, an employee of the Company. Service Provider warrants that it is aware that this Agreement is only an agreement for the provision of services on a strictly contractual basis, and does not create employer-employee relations between Service Provider and the Company and does not confer upon either any rights, except for those set forth herein explicitly. Without limitation of the foregoing, Service Provider will (a) not enter into any contract, agreement or other commitment, or incur any obligation or liability, in the name or otherwise on behalf of the Company; (b) not be entitled to any worker’s compensation, pension, retirement, insurance or other benefits afforded to employees of the Company; (c) provide for all applicable income tax and other withholding relating to Service Provider’s compensation; (d) pay all social security, unemployment and other employer taxes relating to Service Provider’s compensation; (e) provide all worker’s compensation and other insurance relating to Service Provider’s engagement; and (f) perform all reporting, recordkeeping, administrative and similar functions relating to Service Provider’s compensation. The Company is not restricted in otherwise contracting or engaging any partner by itself or through any third party.

4.2. The Company will be entitled to deduct from and set off against amounts due to the Service Provider pursuant to this Agreement and/or pursuant to any other agreement, law, or otherwise, any amounts, which the Service Provider is required to pay the Company pursuant to this Agreement, any other agreement, any law, or otherwise.

4.3. In addition to all other provisions of this Section 4, should it be held by any competent judicial authority that the relationship between the Service Provider Person, and the Company in respect of the Services rendered by the Service Provider pursuant to this Agreement is one of employer and employee, an amount equal to ten percent (10%) of the Service Provider’s Compensation shall be considered as a special compensation for Service Provider’s obligations set forth in Section 3 hereof, including without limitation in connection with the assignment of intellectual property (the “Special Compensation”). If Service Provider breaches any of its obligations under Section 3, Service Provider shall be obligated to return the Special Compensation to the Company immediately. The Company shall be entitled to set off such Special Compensation against all amounts the Service Provider shall be entitled to under this Agreement and/or pursuant to any other agreement, law, or otherwise which shall not derogate from any other right of the Company to receive from the Service Provider the rest of the amounts to which it is entitled.

4.4. The Service Provider shall indemnify and hold harmless the Company, its affiliates, directors, officers, employees, agents and consultants, from and against any and all liabilities, claims, damages, costs and expenses (including attorneys’ fees) arising out of or resulting from any claim, action, or other proceeding in connection with: (i) the performance of the Services, and/or (ii) any misrepresentation and/or any breach by the Service Provider of any warranties or covenants under this Agreement, and/or (iii) any obligation, future or past, imposed upon the Company to pay any social benefits or similar terms in connection with compensation received by Service Provider, or which are based upon a stipulation by a competent judicial authority that an employer - employee relationship was created between the Company and the Service Provider.

5. MISCELLANEOUS. Service Provider agrees that any breach of Section 3 above by it would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of the Service Provider’s obligations hereunder. Service Provider shall at all times act as an independent contractor, and shall not be, and/or claim to be, employees of the Company. This Agreement is only an agreement for the provision of consulting services on a strictly contractual basis, and does not create employer-employee relations between the Service Provider and the Company and does not confer upon the Service Provider any rights, except for those set forth herein. This Agreement represents the only Agreement relating to this subject matter between the Service Provider and the Company. Service Provider will not (by contract, operation of law or otherwise) assign this Agreement or any right or interest in this Agreement without the prior written consent of the Company. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of, and be enforceable by the parties and their respective successors, assigns and legal representatives. This Agreement shall be construed and interpreted under and in accordance with the laws of the State of New York, without reference to principles and laws relating to the conflict of laws. The competent state and federal courts located in New York County, New York shall have exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement, except that each Party may seek interim relief in any jurisdiction worldwide. The Parties expressly waive any right to a jury trial regarding disputes related to this Agreement. No modifications to this Agreement can be made except in writing, signed by the Service Provider and Company. Sections 3-5 shall survive termination or expiration of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered on and as of the Effective Date. This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

[Signature Page - Services Agreement]

Exhibit A

Services and Compensation

In addition, the Company shall award the Service Provider at the Effective Date options to purchase 35,000 shares of Common Stock of the Company (subject to adjustment in the event of reverse split, split or other capitalization of the Company’s Common Stock) (the “Options”). The Options shall be awarded under the Company’s 2021 Stock Incentive Plan with an exercise price of $8.87 per share. The Options shall vest over a period of 12 months in four equal quarterly installments and shall accelerate upon termination of the Agreement. Each Option may be exercised, including following the termination of the Agreement, for a total period of 5 years.

By their signature below, the parties acknowledge that the foregoing schedule reflects the parties’ agreement on the services and compensation:

[Signature Page - Exhibit A - Services and Compensation]

Exhibit 10.5

INDEMNIFICATION AGREEMENT

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

WITNESSETH THAT:

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

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

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

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

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

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

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

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

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

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

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

3. Contribution in the Event of Joint Liability.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

7. Remedies of Indemnitee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

12. Enforcement.

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

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

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

13. Definitions. For purposes of this Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

[Remainder of Page Intentionally Left Blank]

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

Exhibit 10.7

FIRST AMENDMENT TO THE
Indaptus Therapeutics, InC.
2021 STOCK INCENTIVE PLAN

This Amendment to the Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan (this “Amendment”) is made and entered into effective as of this 4^th day of August, 2021 by Indaptus Therapeutics, Inc.

RECITALS

WHEREAS, stockholders approved the Intec Parent, Inc. 2021 Stock Incentive Plan on June 21, 2021;

WHEREAS, Intec Parent, Inc. was renamed Indaptus Therapeutics, Inc. (the “Company”) in connection with the reverse merger of Intec Pharma Ltd. and Decoy Biosystems, Inc.;

WHEREAS, the Company’s board of directors (the “Board”) desires to rename the Intec Parent, Inc. 2021 Stock Incentive Plan to reflect the Company’s name change as the Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan (the “Plan”);

WHEREAS, the Board further desires to amend the definition of Merger/Sale in the Plan to be consistent with the employment agreements the Company entered into with its senior executives on August 4, 2021; and

WHEREAS, Section 23.1 of the Plan authorizes the Board to amend the Plan.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows effective as of August 4, 2021:

14.2.9.1 A change in the ownership of the Company shall occur on the date that any one person, or more than one person acting as a group, acquires ownership of capital stock of the Company that, together with capital stock held by such person or group, constitutes more than 50 percent of the total fair market value or total voting power of the capital stock of the Company. However, if any one person or more than one person acting as a group, is considered to own more than 50 percent of the total fair market value or total voting power of the capital stock of the Company, the acquisition of additional capital stock by the same person or persons shall not be considered to be a change in the ownership of the Company. An increase in the percentage of capital stock owned by any one person, or persons acting as a group, as a result of a transaction in which the Company acquires capital stock in the Company in exchange for property will be treated as an acquisition of stock for purposes of this paragraph.

14.2.9.2 A change in the ownership of a substantial portion of the Company’s assets shall occur on the date that any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 80 percent of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. There is no change in the ownership of a substantial portion of the Company’s assets when there is a transfer to an entity that is controlled by the shareholders of the Company immediately after the transfer, as provided below in this Section 14.2.9.2. A transfer of assets by the Company is not treated as a change in the ownership of such assets if the assets are transferred to (a) a shareholder of the Company (immediately before the asset transfer) in exchange for or with respect to its capital stock, (b) an entity, 50 percent or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (c) a person, or more than one person acting as a group, that owns, directly or indirectly, 50 percent or more of the total value or voting power of all the outstanding capital stock of the Company, or (d) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in Section 14.2.9.2(c) above. For purposes of this Section 14.2.9.2, a person’s status is determined immediately after the transfer of the assets.

Section 14.2.9.3 For purposes of this Section 14.2.9, persons will not be considered to be acting as a group solely because they purchase or own capital stock or purchase assets of the Company at the same time. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of assets or capital stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of assets or capital stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation only with respect to the ownership in that corporation before the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. For purposes of this paragraph, the term “corporation” shall have the meaning assigned such term under Treasury Regulation section 1.280G-1, Q&A-45.

Section 14.2.9.4 This Section 14.2.9 and what is considered a “Merger/Sale” under the Plan shall be construed and interpreted consistent with Treasury Regulation Section 1.409A-3(i)(5)(v) and (vii) or other guidance issued thereunder.”

The foregoing is hereby acknowledged as being the First Amendment to the Indaptus Therapeutics, Inc. 2021 Stock Incentive Plan as adopted by the Board on August 4, 2021.