Contract analysis

Section 1.1 *Definitions.* As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Action" means any threatened, pending, or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation (including any internal investigation conducted by or on behalf of the Company or any governmental authority), inquiry, administrative hearing, or other pro

Section 1.2 *Construction.* For purposes of this Agreement: (a) the word "including" shall mean "including, without limitation"; (b) the word "or" is not exclusive; (c) words in the singular include the plural and vice versa; (d) references to "herein," "hereof," "hereby," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision; and (e) references to Articles, Sections, a

Section 2.1 *Indemnification in Third-Party Actions. Subject to Section 2.6 hereof, the Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than were permitted prior thereto), from and

Section 2.2 *Indemnification in Actions by or in the Right of the Company (Derivative Actions). Subject to Section 2.6 hereof, the Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights t

Section 2.3 *Indemnification for Actions Where Indemnitee is Successful.* Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is successful, on the merits or otherwise, in the defense of any Action (including the dismissal of an Action without prejudice, the settlement of an Action without any admission of liability by Indemnitee, or the resolution of an Action by consent or plea in w

Section 2.4 *Partial Indemnification.* If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Losses or Expenses incurred by Indemnitee in connection with an Action but is not entitled to indemnification for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such Losses or Expenses to which Indemnitee

Section 2.5 *Indemnification for Expenses as a Witness, Subject, or Target.* Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is not a party to any Action but is called upon by reason of Indemnitee's Corporate Status to participate in such Action as a witness, is subject to or the target of an investigation related to such Action, or otherwise incurs Expenses in connection therewit

Section 2.6 *Additional Indemnification Rights; Nonexclusivity. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Certificate of Incorporation, the Bylaws, any other agreement (including, without limitation, the Investors' Rights Agreement and the Voting Agreement entered into in connection with th

ARTICLE 3 ADVANCEMENT OF EXPENSES

Section 3.1 *Obligation to Advance Expenses.* The Company shall advance all Expenses incurred by Indemnitee in connection with any Action to which Indemnitee is or may become a party or participant by reason of Indemnitee's Corporate Status within thirty (30) days after the receipt by the Company of a written request from Indemnitee for such advance, whether prior to or after final disposition of such Action, and wit

Section 3.2 *Undertaking to Repay. Indemnitee hereby undertakes, and shall be required to provide a written undertaking in substantially the form attached hereto as Exhibit A, to repay any Expense Advance to the extent that it is ultimately determined, by a court of competent jurisdiction in a final adjudication from which there is no further right of appeal, that Indemnitee is not entitled to indemnification under t

Section 3.3 *Advancement as Right.* Indemnitee's right to the advancement of Expenses is a separate and independent right under this Agreement, which shall be enforceable by Indemnitee independent of and without regard to Indemnitee's ultimate entitlement to indemnification under the other provisions of this Agreement, and which shall not be subject to the satisfaction of any standard of conduct. The right to advance

ARTICLE 4 PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 4.1 *Notice of Action.* Indemnitee shall give prompt written notice to the Company of any Action for which Indemnitee intends to seek indemnification or advancement of Expenses under this Agreement. Such notice shall include a description of the nature of the Action and the facts underlying such Action, to the extent known to Indemnitee. The failure of Indemnitee to give timely notice as required by this Sect

Section 4.2 *Determination of Entitlement.* Upon written request by Indemnitee for indemnification pursuant to Article 2 of this Agreement (other than indemnification pursuant to Section 2.3, which shall be mandatory), a determination, if required by applicable law, shall be made with respect to whether Indemnitee has satisfied the applicable standard of conduct set forth in Section 2.1 or Section 2.2, as applicable.

Section 4.3 *Independent Counsel Selection.* If the determination of Indemnitee's entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2, such Independent Counsel shall be selected as follows: (a) If a Change in Control shall not have occurred, the Independent Counsel shall be selected by the Board (including a vote of a majority of the Disinterested Directors, if obtainable), and

Section 4.4 *Presumption of Entitlement. In making any determination with respect to Indemnitee's entitlement to indemnification hereunder, the person, persons, or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. The Company shall have the burden of proof to overcome such presumption by clear and convincing evidence. Neither the failure of the Company

Section 4.5 *Timing.* The Company shall use its best efforts to cause any determination required to be made pursuant to Section 4.2 to be made as promptly as practicable, and in any event within sixty (60) days after receipt of Indemnitee's written request for indemnification. The costs and expenses (including attorneys' fees and disbursements) incurred by Indemnitee in cooperating with the person, persons, or entity

ARTICLE 5 REMEDIES OF INDEMNITEE

Section 5.1 *Right to Petition Court.* If (a) a determination is made pursuant to Article 4 that Indemnitee is not entitled to indemnification under this Agreement, (b) advancement of Expenses is not timely made pursuant to Article 3, (c) no determination of entitlement to indemnification is made within sixty (60) days after receipt of Indemnitee's written request for indemnification, (d) payment of indemnification o

Section 5.2 *Presumption in Court Proceedings.* In any judicial proceeding or arbitration commenced pursuant to Section 5.1, the Company shall have the burden of proving by clear and convincing evidence that Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be. The Company acknowledges that the presumption set forth in Section 4.4 shall apply in any such proceeding. Neither the

Section 5.3 *Expenses of Enforcement. The Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Action brought by Indemnitee for (a) indemnification or advancement of Expenses under this Agreement, the Certificate of Incorporation, the Bylaws, or any other agreement or provision of law, (b) recovery under any directors' and officers' liability in

ARTICLE 6 DEFENSE OF UNDERLYING ACTION

Section 6.1 *Company's Right to Participate and Assume Defense.* In the event that the Company is obligated to advance Expenses or provide indemnification under this Agreement in connection with any Action, the Company shall be entitled to participate in such Action and, to the extent that the Company may wish, to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee, upon written notice to I

Section 6.2 *Company's Obligations Regardless of Defense.* Regardless of whether the Company elects to assume the defense of any Action pursuant to Section 6.1, the Company shall not settle any Action (or consent to the entry of any judgment in any Action) in any manner that (a) would impose any penalty, limitation, or restriction on Indemnitee; (b) would result in a finding of or an admission of any violation of law

Section 6.3 *Indemnitee's Cooperation. Indemnitee shall cooperate with the Company and with counsel retained by the Company in the defense of any Action for which indemnification or advancement of Expenses is sought under this Agreement, including providing information and documents reasonably requested by the Company and making herself available for depositions, discovery, hearings, and trial proceedings; provided,

Section 7.1 *D&O Insurance Obligation. The Company shall use commercially reasonable efforts to obtain and maintain in full force and effect one or more policies of directors' and officers' liability insurance ("D&O Insurance") with reputable insurance companies, providing coverage to Indemnitee in her capacity as a director of the Company, on terms and conditions, and in amounts, no less favorable than the coverage

Section 7.2 *Insurance as Supplement.* The Company's obligations to Indemnitee under this Agreement shall not be affected or diminished by the presence or absence of any D&O Insurance, and the Company's obligations are primary and independent of, and in addition to, any obligations of any insurer under any insurance policy. The Company shall not be relieved of its obligations under this Agreement by reason of any fai

Section 7.3 *Subrogation.* 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. The Company shall bear and

Section 8.1 *Contribution in Lieu of Indemnification.* If the indemnification provided under Article 2 of this Agreement is unavailable to Indemnitee for any reason other than a final judicial determination (from which there is no further right of appeal) that Indemnitee has not met the applicable standard of conduct set forth in Section 2.1 or Section 2.2, the Company shall, in lieu of indemnifying Indemnitee, contr

ARTICLE 9 REPRESENTATIONS AND WARRANTIES

Section 9.1 *Representations and Warranties of the Company.* The Company hereby represents and warrants to Indemnitee as follows: (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company was incorporated on July 12, 2023, and is registered with the Delaware Secretary of State under File Number 7384219. The Company's registered agent i

Section 9.2 *Representations and Warranties of Indemnitee.* Indemnitee hereby represents and warrants to the Company as follows: (a) Indemnitee has the full legal right, power, and capacity to enter into this Agreement and to perform all of Indemnitee's obligations hereunder. (b) Indemnitee agrees to serve as a director of the Company in reliance upon the covenants and obligations of the Company set forth in this Agr

ARTICLE 10 CHANGE IN CONTROL PROVISIONS

Section 10.1 *Determination Following Change in Control.* Upon the occurrence of a Change in Control, all determinations regarding Indemnitee's entitlement to indemnification that are required to be made pursuant to Article 4 shall be made by Independent Counsel selected by Indemnitee and reasonably approved by the Company (or its successor), which approval shall not be unreasonably withheld, conditioned, or delayed.

Section 10.2 *Prepayment of Expenses After Change in Control.* Following a Change in Control, and notwithstanding any other provision of this Agreement, the Company (or its successor) shall advance all Expenses incurred by Indemnitee in connection with any Action to which Indemnitee is or may become a party or participant by reason of Indemnitee's Corporate Status, promptly upon receipt of Indemnitee's written reques

Section 11.1 *Successors and Assigns.* This Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns, including any direct or indirect successor by purchase, merger, consolidation, reorganization, or otherwise to all or substantially all of the business or assets of the Company. The Company shall require and cause any successor (whether direct or indirect, by purcha

Section 11.2 *Severability.* If any provision of this Agreement, or the application of any provision to any person or circumstance, is held to be invalid, illegal, or unenforceable for any reason whatsoever by a court of competent jurisdiction: (a) the validity, legality, and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any provision containing any such

Section 11.3 *Entire Agreement.* This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral or written, between the parties with respect to such subject matter. Notwithstanding the foregoing, this Agreement is not intended to, and shall not, replace, diminish, or otherwise adversely affect any rights

Section 11.4 *Modification and Waiver.* No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to, or shall, constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver. No waiver shall be effective

Section 11.5 *Governing Law.* This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.6 *Jurisdiction and Venue.* Each of the Company and Indemnitee hereby irrevocably and unconditionally (a) agrees that any Action arising out of or in connection with this Agreement shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the Superior Court of the State of Delaware, or, if such co

Section 11.7 *Notices.* All notices, demands, requests, consents, approvals, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given, made, and received: (a) when delivered personally; (b) one (1) business day following timely deposit with a nationally recognized overnight courier service, with all charges prepaid or billed to the account of the sender; (

Section 11.8 *Counterparts.* This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original, but all of which together shall constitute one and the same instrument. The exchange of copies of this Agreement or of signature pages by facsimile, portable document format (.pdf), or other electronic transmission shall constitute effective execution and delivery

Section 11.9 *Duration.* This Agreement shall continue in full force and effect until, and shall terminate upon, the later of: (a) ten (10) years after the date on which Indemnitee has ceased to serve as a director of the Company (regardless of the reason for such cessation of service); and (b) one (1) year after the final termination of any Action pending on the date Indemnitee ceases to serve as a director of the C

Section 11.10 *No Limitation on Rights.* Nothing in this Agreement shall be deemed to limit or restrict any right of Indemnitee under the DGCL, the Certificate of Incorporation, the Bylaws, any insurance policy, any other agreement, any vote of stockholders or Disinterested Directors, or otherwise, to the extent such rights are available to Indemnitee under applicable law. The indemnification and other rights provide

Section 11.11 *No Duplication of Payments.* The Company shall not be liable under this Agreement to make any payment to Indemnitee to the extent that Indemnitee has otherwise actually received payment (under any insurance policy, the Certificate of Incorporation, the Bylaws, any other indemnification agreement, or otherwise) of the amounts otherwise indemnifiable hereunder. Notwithstanding the foregoing, the Company'

Section 11.12 *Period of Limitations.* No legal action shall be brought, and no cause of action shall be asserted, by or on behalf of the Company or any affiliate of the Company against Indemnitee, Indemnitee's spouse, heirs, executors, or personal or legal representatives after the expiration of two (2) years from the date of accrual of such cause of action, and any claim or cause of action of the Company or any aff