RTTR Ritter Pharmaceuticals Inc

Item 15. Indemnification of Officers and Directors

The Ritter Certificate of Incorporation provides that Ritter will indemnify, to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “DGCL”), each person who is involved in any litigation or other proceeding because such person is or was a director or officer of Ritter or is or was serving as an officer or director of another entity at Ritter’s request, against all expense, loss or liability reasonably incurred or suffered in connection therewith. The Ritter Certificate of Incorporation provides that the right to indemnification includes the right to be paid expenses incurred in defending any proceeding in advance of its final disposition, provided, however, that such advance payment will only be made upon delivery to Ritter of an undertaking, by or on behalf of the director or officer, to repay all amounts so advanced if it is ultimately determined that such director is not entitled to indemnification. If Ritter does not pay a proper claim for indemnification in full within 30 days after Ritter receives a written claim for such indemnification, the Ritter Certificate of Incorporation and the Ritter Bylaws authorize the claimant to bring an action against Ritter and prescribe what constitutes a defense to such action.

Section 145 of the DGCL permits a corporation to indemnify any director or officer of the corporation against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action, (i.e., one brought by or on behalf of the corporation), indemnification may be provided only for expenses actually and reasonably incurred by any director or officer in connection with the defense or settlement of such an action or suit if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, except that no indemnification will be provided if such person has not been adjudged to be liable to the corporation, unless and only to the extent that the court in which the action or suit was brought determines that the defendant is fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Pursuant to Section 102(b)(7) of the DGCL, the Ritter Certificate of Incorporation eliminates the liability of a director to Ritter or the Ritter Stockholders for monetary damages for a breach of fiduciary duty as a director, except for liabilities arising:

Ritter carries insurance policies insuring its directors and officers against certain liabilities that they may incur in their capacity as directors and officers.

In addition, Ritter has entered into indemnification agreements with each of its current directors and executive officers. These agreements require Ritter to indemnify these individuals to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to Ritter and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. Ritter also intends to enter into indemnification agreements with its future directors and executive officers.