Groowe Groowe BETA / Newsroom
⏱ News is delayed by 15 minutes. Sign in for real-time access. Sign in

Form 8-K

sec.gov
INDP The article is a Form 8-K filing detailing the appointment of new directors, resignation of a director, and related compensatory arrangements. It is a factual disclosure and does not express a positive or negative outlook on the company's stock performance.

8-K — Indaptus Therapeutics, Inc.

Accession: 0001493152-26-018608

Filed: 2026-04-23

Period: 2026-04-22

CIK: 0001857044

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001857044

0001857044

2026-04-22

2026-04-22

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): April 22, 2026

INDAPTUS

THERAPEUTICS, INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-40652

86-3158720

(State

or other jurisdiction

of

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

3

Columbus Circle 15th Floor

New

York, New York

10019

(Address

of principal executive offices)

(Zip

Code)

(646)

427-2727

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol

Name

of each exchange on which registered

Common

Stock, $0.01 par value

INDP

Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging

growth company ☐

If

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

Appointment

of Directors

On

April 17, 2026, the Board of Directors (the “Board”) of Indaptus Therapeutics, Inc. (the “Company”)

appointed Mr. Tim Ruan and Dr. Yi Zhang as independent directors of the Board, effective April 22, 2026.

Tim

Ruan, 40, is a seasoned financial executive with extensive experience in capital markets, investment banking, and the biotechnology

sector. He currently serves as the Chief Financial Officer of Ocumension Therapeutics, where he oversees financial management, risk,

mergers and acquisitions, and investor relations. His career includes senior leadership roles at premier global financial institutions,

including serving as an Executive Director at Goldman Sachs (Asia) LLC and a Vice President at Morgan Stanley Asia Limited. Throughout

his career, Mr. Ruan has successfully executed numerous high-profile IPOs and cross-border transactions for leading healthcare and technology

companies. He holds a Master of Science in Biotechnology from the Hong Kong University of Science and Technology and a Bachelor of Commerce

(Finance) and a Bachelor of Laws from the University of New South Wales.

Yi

Zhang (Johnny), 48, is an expert in intellectual property and life sciences, with a distinguished career spanning both law and

scientific research. As a Partner at JunHe, he focuses on U.S.-China cross-border intellectual property matters, patent portfolio management,

and freedom-to-operate analyses. Dr. Zhang has extensive experience advising on intellectual property diligence for strategic investments

and mergers and acquisitions across the life sciences, chemistry, and robotics industries. Before transitioning to law, he spent over

a decade in scientific research, specializing in neuronal stem cell differentiation. He is a registered patent attorney with the U.S.

Patent and Trademark Office and is admitted to practice law in California, Illinois, and Texas. Dr. Zhang earned his Ph.D. in Molecular,

Cellular, and Developmental Biology from Iowa State University and a Juris Doctor (J.D.) from Georgetown University Law Center.

The

Board has determined that Mr. Ruan and Dr. Zhang are each independent directors as defined in the listing standards of The Nasdaq Stock

Market LLC. In connection with their appointments, the Company entered into independent director agreements (the “Director Agreements”)

and indemnification agreements (the “Indemnification Agreements”) with each of Mr. Ruan and Dr. Zhang, effective April

22, 2026. Pursuant to the Director Agreements, each director will receive an annual cash retainer of $30,000, payable quarterly, and

reimbursement for reasonable out-of-pocket expenses incurred in connection with their service as directors.

The

Indemnification Agreements provide that the Company will indemnify each director to the fullest extent permitted by Delaware law against

certain liabilities that may arise by reason of their service as directors to the Company. The foregoing summaries of the Director Agreements

and the Indemnification Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of

such agreements, forms of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (the “Report”)

and are incorporated herein by reference.

Except

as disclosed in this Report, there are no arrangements or understandings between either of Mr. Ruan or Dr. Zhang, on the one hand, and

any other person, on the other hand, pursuant to which either was selected as a director. Neither Mr. Ruan nor Dr. Zhang has a family

relationship with any of the Company’s directors or executive officers. Furthermore, neither director has any direct or indirect

material interest in any transaction that would require disclosure pursuant to Item 404(a) of Regulation S-K.

The

Board is divided into three classes of directors, with each class serving staggered three-year terms. Mr. Ruan and Dr. Zhang have been

appointed as Class II directors, with terms expiring at the Company’s 2026 annual meeting of stockholders. Junyi Dai and Qinglai

Lu, who were previously appointed to the Board on March 18, 2026 and April 8, 2026, respectively, serve as Class III directors, with

terms expiring at the Company’s 2027 annual meeting of the stockholders.

Committee

Appointments

Effective

as of their respective appointment dates to the Board:

Mr.

Ruan was appointed to serve as a member of the Audit Committee of the Board. The Board has determined that Mr. Ruan qualifies as an “audit

committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K.

Dr.

Zhang was appointed to serve as a member of the Nominating Committee of the Board.

Resignation

of Directors and Officers

On

April 22, 2026, Matthew McMurdo resigned as a director of the Company. Mr. McMurdo’s resignation did not result from any disagreement

with the Company on any matter relating to the Company’s operations, policies, or practices.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Description

10.1

Form of Independent Director Agreement

10.2

Form of Indemnification Agreement

104

Cover

Page Interactive Data File

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

April 23, 2026

INDAPTUS

THERAPEUTICS, INC.

By:

/s/

Junyi Dai

Name:

Junyi

Dai

Title:

Chief

Executive Officer

EX-10.1

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

FORM

OF INDEPENDENT DIRECTOR AGREEMENT

This

INDEPENDENT DIRECTOR AGREEMENT is dated__________ (the “Agreement”) by and between INDAPTUS THERAPEUTICS, INC, a Delaware

corporation (the “Company”) and [__________], an individual (the “Director”).

WHEREAS,

the Company intends to appoint the Director effective as of [__________] (the “Effective Date”) and desires to enter into

an agreement with the Director with respect to such appointment; and

WHEREAS,

the Director is willing to accept such appointment and to serve the Company on the terms set forth herein and in accordance with the

provisions of this Agreement.

NOW,

THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1.

Position. Subject to the terms and provisions of this Agreement, the Company shall cause the Director to be appointed, and the

Director hereby agrees to serve the Company in such position upon the terms and conditions hereinafter set forth, provided, however,

that the Director’s continued service on the Board of Directors of the Company (the “Board”) after the initial one-year

term on the Board shall be subject to any necessary approval by the Company’s stockholders. The Director shall be nominated by

the Board for re-election at each applicable stockholder meeting during the Directorship Term (as defined herein), subject to applicable

law and fiduciary duties.

2.

Duties.

(a) During

the Directorship Term, the Director shall make reasonable business efforts to attend all Board meetings and quarterly pre-scheduled Board

and Management conference calls, serve on appropriate subcommittees as reasonably requested and agreed upon by the Board, make himself

available to the Company at mutually convenient times and places, attend external meetings and presentations when agreed on in advance,

as appropriate and convenient, and perform such duties, services and responsibilities, and have the authority commensurate to such position.

(b) The

Director will use his best efforts to promote the interests of the Company. The Company recognizes that the Director (i) is or may become

a full-time executive employee of another entity and that his responsibilities to such entity must have priority and (ii) sits or may

sit on the board of directors of other entities, subject to any limitations set forth by the Sarbanes-Oxley Act of 2002 and limitations

provided by any exchange or quotation service on which the Company’s common stock is listed or traded. Notwithstanding the same,

the Director will provide the Company with prior written notice of any future commitments to such entities and use reasonable business

efforts to coordinate his respective commitments so as to fulfill his obligations to the Company and, in any event, will fulfill his

legal obligations as a Director. Other than as set forth above, the Director will not, without the prior notification to the Board, engage

in any other business activity which could materially interfere with the performance of his duties, services and responsibilities hereunder

or which is in violation of the reasonable policies established from time to time by the Company, provided that the foregoing

shall in no way limit his activities on behalf of (i) any current employer and its affiliates or (ii) the board of directors of any entities

on which he currently sits. At such time as the Board receives such notification, the Board may require the resignation of the Director

if it determines that such business activity does in fact materially interfere with the performance of the Director’s duties, services

and responsibilities hereunder.

3.

Compensation.

(a).

Retainer. The Company will pay to the Director an annual retainer (the “Retainer”) of $30,000 for serving on the

Board. The Board reserves the right to increase the Retainer from time to time, but may not reduce the Retainer below the amounts

stated above. If Director’s service on the Board does not begin or end at the beginning of a calendar year, the Retainer for

that year will be prorated on a per diem basis as appropriate to reflect the portion of the year during which services were

rendered. The Company will pay the Retainer in two installments following the close of the second and fourth quarters of each

year.

1

(b).

Stock. The Director may be granted shares of the Company’s common stock in the sole discretion of the Board (or its

Compensation Committee), pursuant and subject to the Company’s Equity Incentive Plan. Nothing herein shall be construed as a

guarantee or commitment to issue any such shares. If any such shares are granted, the applicable vesting terms (including any

vesting schedule) shall be determined by the Board (or its Compensation Committee) and set forth in the applicable award agreement.

If any equity award is granted, and the Director ceases to be a member of the Board at any time during the vesting period for any

reason (such as resignation, withdrawal, death, disability or any other reason), then any unvested shares shall be forfeited in

accordance with the terms of the applicable award agreement. Furthermore, the Director agrees that any shares granted pursuant to

this Section 3(b) shall be subject to any “lock up” agreement required to be signed by the Company’s officers in

connection with any financing.

(c).

Independent Contractor. The Director’s status during the Directorship Term shall be that of an independent contractor and

not, for any purpose, that of an employee or agent with authority to bind the Company in any respect. All payments and other

consideration made or provided to the Director under this Section 3 shall be made or provided without withholding or deduction of

any kind, and the Director shall assume sole responsibility for discharging all tax or other obligations associated

therewith.

(d).

Expense Reimbursements. During the Directorship Term, the Company shall reimburse the Director for all reasonable out-of-pocket

expenses incurred by the Director in attending any in-person meetings, provided that the Director complies with the generally

applicable policies, practices and procedures of the Company for submission of expense reports, receipts or similar documentation of

such expenses. Any reimbursements for allocated expenses (as compared to out-of-pocket expenses of the Director in excess of

$500.00) must be approved in advance by the Company.

4. Directorship

Term. The “Directorship Term,” as used in this Agreement, shall mean the period commencing on the Effective Date and

terminating on the earlier of the next annual stockholders meeting and the earliest of the following to occur: (a) the death of the Director;

(b) the termination of the Director from his membership on the Board by the mutual agreement of the Company and the Director; (c) the

removal of the Director from the Board by the majority stockholders of the Company; and (d) the resignation by the Director from the

Board.

5. Director’s

Representation and Acknowledgment. The Director represents to the Company that his execution and performance of this Agreement shall

not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including

without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement

or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against

any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

6. Director

Covenants.

(a).

Unauthorized Disclosure. The Director agrees and understands that in the Director’s position with the Company, the Director has

been and will be exposed to and receive information relating to the confidential affairs of the Company, including, but not limited to,

technical information, business and marketing plans, strategies, customer information, other information concerning the Company’s

products, promotions, development, financing, expansion plans, business policies and practices, and other forms of information considered

by the Company to be confidential and in the nature of trade secrets. The Director agrees that during the Directorship Term and thereafter,

the Director will keep such information confidential and will not disclose such information, either directly or indirectly, to any third

person or entity without the prior written consent of the Company; provided, however, that (i) the Director shall have

no such obligation to the extent such information is or becomes publicly known or generally known in the Company’s industry other

than as a result of the Director’s breach of his obligations hereunder and (ii) the Director may, after giving prior notice to

the Company to the extent practicable under the circumstances, disclose such information to the extent required by applicable laws or

governmental regulations or judicial or regulatory process. The confidential obligations shall continue for a period of five (5) years

following termination of the Directorship Term, except with respect to trade secrets, which shall remain protected for so long as they

remain trade secrets under applicable law. Nothing herein shall restrict the Director’s use of general knowledge, experience, or

skills. Upon termination of the Directorship Term, the Director will promptly return to the Company and/or destroy at the Company’s

direction all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards,

surveys, maps, logs, machines, technical data, other product or document, and any summary or compilation of the foregoing, in whatever

form, including, without limitation, in electronic form, which has been produced by, received by or otherwise submitted to the Director

in the course or otherwise as a result of the Director’s position with the Company during or prior to the Directorship Term, provided

that the Company shall retain such materials and make them available to the Director if requested by him in connection with any litigation

against the Director under circumstances in which (i) the Director demonstrates to the reasonable satisfaction of the Company that the

materials are necessary to his defense in the litigation and (ii) the confidentiality of the materials is preserved to the reasonable

satisfaction of the Company.

2

(b).

Non-Solicitation. During the Directorship Term and for a period of twelve (12) months thereafter, the Director shall not interfere

with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the

termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship

Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

(c).

Insider Trading Guidelines. Director agrees to execute the Company’s Insider Trading Guidelines in the form attached

hereto.

(d).

Remedies. The Director agrees that any breach of the terms of this Section 6 would result in irreparable injury and damage to the

Company for which the Company would have no adequate remedy at law; the Director therefore also agrees that in the event of said

breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such

breach and/or threatened breach and/or continued breach by the Director and/or any and all entities acting for and/or with the

Director, subject to applicable law and equitable standards, including the requirement to demonstrate irreparable harm, in addition

to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the

Company from pursuing any other available remedies for any breach or threatened breach hereof, including, but not limited to, the

recovery of damages from the Director. The Director acknowledges that the Company would not have entered into this Agreement had the

Director not agreed to the provisions of this Section 6.

(e).

The provisions of this Section 6 shall survive any termination of the Directorship Term, and the existence of any claim or cause of

action by the Director against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the

enforcement by the Company of the covenants and agreements of this Section 6.

7. Indemnification.

The Company agrees to indemnify the Director for his activities as a member of the Board to the fullest extent permitted under applicable

law and shall use its best efforts to maintain Directors and Officers Insurance benefitting the Board. The Company shall maintain Directors

& Officers (D&O) insurance with coverage limits of not less than $5 million. The parties acknowledge that this coverage amount

may be reviewed and adjusted by mutual written agreement at a later date. Such insurance shall include Side A coverage and a tail policy

of not less than six (6) years following termination of the Director’s service. Indemnification rights shall survive termination

indefinitely.

8. Non-Waiver

of Rights. The failure to enforce at any time the provisions of this Agreement or to require at any time performance by the other

party hereto of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect either the validity

of this Agreement or any part hereof, or the right of either party hereto to enforce each and every provision in accordance with its

terms. No waiver by either party hereto of any breach by the other party hereto of any provision of this Agreement to be performed by

such other party shall be deemed a waiver of similar or dissimilar provisions at that time or at any prior or subsequent time.

9. Notices.

Every notice relating to this Agreement shall be in writing and shall be given by personal delivery or by registered or certified mail,

postage prepaid, return receipt requested; to:

If

to the Company:

Indaptus

Therapeutics, Inc.

3

Columbus Circle, 15th Floor

New

York, NY 10019

Attn:

CEO

If

to the Director:

Attn:

3

Either

of the parties hereto may change their address for purposes of notice hereunder by giving notice in writing to such other party pursuant

to this Section 9.

10. Binding

Effect/Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs,

executors, personal representatives, estates, successors (including, without limitation, by way of merger) and assigns. Notwithstanding

the provisions of the immediately preceding sentence, neither the Director nor the Company shall assign all or any portion of this Agreement

without the prior written consent of the other party.

11. Entire

Agreement. This Agreement (together with the other agreements referred to herein) sets forth the entire understanding of the parties

hereto with respect to the subject matter hereof and supersedes all prior agreements, written or oral, between them as to such subject

matter.

12. Severability.

If any provision of this Agreement, or any application thereof to any circumstances, is invalid, in whole or in part, such provision

or application shall to that extent be severable and shall not affect other provisions or applications of this Agreement.

13.

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without

reference to the principles of conflict of laws. All actions and proceedings arising out of or relating to this Agreement shall be

heard and determined in any court in New York County, New York and the parties hereto hereby consent to the jurisdiction of such

courts in any such action or proceeding; provided, however, that neither party shall commence any such action or

proceeding unless prior thereto the parties have in good faith attempted to resolve the claim, dispute or cause of action which is

the subject of such action or proceeding through mediation by an independent third party.

14. Legal

Fees. The parties hereto agree that the non-prevailing party in any dispute, claim, action or proceeding between the parties hereto

arising out of or relating to the terms and conditions of this Agreement or any provision thereof (a “Dispute”), shall reimburse

the prevailing party for reasonable attorney’s fees and expenses incurred by the prevailing party in connection with such Dispute;

provided, however, that the Director shall only be required to reimburse the Company for its fees and expenses incurred

in connection with a Dispute if the Director’s position in such Dispute was found by the court, arbitrator or other person or entity

presiding over such Dispute to be frivolous or advanced not in good faith.

15. Modifications.

Neither this Agreement nor any provision hereof may be modified, altered, amended or waived except by an instrument in writing duly signed

by the party to be charged.

16. Tense

and Headings. Whenever any words used herein are in the singular form, they shall be construed as though they were also used in the

plural form in all cases where they would so apply. The headings contained herein are solely for the purposes of reference, are not part

of this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

17. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together

shall constitute one and the same instrument.

[Remainder

of Page Intentionally Left Blank]

4

IN

WITNESS WHEREOF, the Company has caused this Director Agreement to be executed by authority of its Board of Directors, and the Director

has hereunto set his hand, on the day and year first above written.

INDAPTUS

THERAPEUTICS, INC.

DIRECTOR

5

EX-10.2

EX-10.2

Filename: ex10-2.htm · Sequence: 3

Exhibit

10.2

FORM

OF 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.

-1-

(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.

-2-

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).

-3-

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.

-4-

(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.

-5-

(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.

-6-

(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.

-7-

(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.

-8-

(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

-9-

(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.

-10-

(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.

-11-

(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.

-12-

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:

(a)

If

to Indemnitee, to the address set forth below Indemnitee signature hereto.

(b)

If

to the Company, to:

Indaptus

Therapeutics, Inc.

3

Columbus Circle, 15th Floor

New

York, NY 10019

Attention:

Chief Executive Officer

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]

-13-

IN

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

COMPANY:

Indaptus

Therapeutics, Inc.

By:

Name:

Title:

INDEMNITEE:

Name:

Address:

-14-

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.1

Cover

Apr. 22, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Apr. 22, 2026

Entity File Number

001-40652

Entity Registrant Name

INDAPTUS

THERAPEUTICS, INC.

Entity Central Index Key

0001857044

Entity Tax Identification Number

86-3158720

Entity Incorporation, State or Country Code

DE

Entity Address, Address Line One

3

Columbus Circle 15th Floor

Entity Address, City or Town

New

York

Entity Address, State or Province

NY

Entity Address, Postal Zip Code

10019

City Area Code

(646)

Local Phone Number

427-2727

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, $0.01 par value

Trading Symbol

INDP

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

X

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

na

Period Type:

duration

X

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

na

Period Type:

duration

X

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

na

Period Type:

duration