Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: (a) "Affiliate" shall have the meaning ascribed to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended. (b) "Board" shall mean the Board of Directors of the Company. (c) "Change of Control" shall mean the occurrence of any of the following events: (i) Any "person" or

Section 2.1 Indemnification in Third-Party Proceedings. Subject to Section 8.3, the Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by the DGCL as in effect on the date hereof, or as the DGCL may hereafter be amended to broaden the scope of permissible indemnification (but, in the case of any such amendment, only to the extent that such amendment permits the Company to provide br

Section 2.2 Indemnification in Proceedings by or in the Right of the Company. Subject to Section 8.3, the Company shall indemnify and hold harmless Indemnitee, to the fullest extent permitted by Section 145(b) of the DGCL, against all Losses actually and reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with any Claim brought by or in the right of the Company (including any derivative action)

Section 2.3 Indemnification for Successful Defense. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is successful, on the merits or otherwise, in defense of any Claim (or in defense of any claim, issue, or matter therein), in whole or in part, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith, regardl

Section 2.4 Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Losses actually and reasonably incurred by Indemnitee in connection with a Claim, but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for such portion of the Losses to which Indemnitee is entitled. Without limiting the general

Section 2.5 Indemnification for Serving as a Witness. The Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Claim to which Indemnitee is not a named party but in which Indemnitee's appearance as a witness, deponent, interviewee, or other participant is compelled or requested by reason of Indemnitee's Corporate Status, including any Claim in w

ARTICLE III — ADVANCEMENT OF EXPENSES

Section 3.1 Right to Advancement. The Company shall advance all Expenses incurred by Indemnitee in connection with any Claim within thirty (30) days after receipt by the Company of 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 Claim. Such statement or statements shall reasonably evidence the Expenses incurre

Section 3.2 Undertaking to Repay. In connection with any request for advancement of Expenses under this Article III, Indemnitee shall execute and deliver to the Company an undertaking substantially in the form attached hereto as Exhibit A (the "Undertaking"), pursuant to which Indemnitee shall agree to repay any amounts advanced by the Company to the extent that it is ultimately determined by Final Disposition that I

Section 3.3 Documentation. In connection with any request for advancement of Expenses, Indemnitee shall submit to the Company reasonably detailed documentation substantiating the Expenses for which advancement is sought. Such documentation may include, but shall not be limited to, copies of invoices from counsel, expense receipts, fee statements, and other evidence of Expenses incurred; provided, however, that Indemn

ARTICLE IV — PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

Section 4.1 Request for Indemnification. Indemnitee shall submit a written request for indemnification to the General Counsel of the Company (currently Sandra Mikkelsen), or if no General Counsel is then serving, to the Chief Executive Officer of the Company (currently Raj Anand), specifying the Claim for which indemnification is sought, the basis upon which indemnification is claimed, and the aggregate amount of Los

Section 4.2 Determination of Entitlement. The determination of Indemnitee's entitlement to indemnification under this Agreement (to the extent such determination is required by the DGCL) shall be made in the specific case by one of the following methods, as determined by the Board: (a) By a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (b) By a committee of Disinterested D

Section 4.3 Selection of Independent Counsel. In the event that a determination of Indemnitee's entitlement to indemnification is to be made by Independent Counsel pursuant to Section 4.2, the Company shall select such Independent Counsel and shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within ten (10) business days after receipt o

Section 4.4 Presumptions Favorable to Indemnitee. In making any determination of Indemnitee's entitlement to indemnification under this Agreement, Indemnitee shall be presumed to be entitled to indemnification, and the Company (or, in the case of determination by Independent Counsel, Independent Counsel) shall have the burden of proof to overcome such presumption by clear and convincing evidence. Neither the failure

Section 4.5 Failure to Make Determination. If the Company fails to make a determination of Indemnitee's entitlement to indemnification within the sixty (60) day period specified in Section 4.1, such failure shall constitute a determination by the Company that Indemnitee is entitled to indemnification with respect to the Claim for which indemnification was sought, and the Company shall be deemed to have approved such

ARTICLE V — REMEDIES OF INDEMNITEE

Section 5.1 Right to Adjudication. In the event that (a) a determination is made pursuant to Article IV that Indemnitee is not entitled to indemnification under this Agreement, in whole or in part, (b) advancement of Expenses is not timely made within thirty (30) days of receipt by the Company of a request for advancement in accordance with Article III, (c) no determination of Indemnitee's entitlement to indemnificat

Section 5.2 Burden of Proof in Adjudication. In any judicial proceeding brought pursuant to Section 5.1, the Company shall bear the burden of proving, by clear and convincing evidence, that Indemnitee is not entitled to indemnification or advancement of Expenses under this Agreement, and the Company shall not be permitted to assert in any such proceeding the defense that a prior determination was made by the Board, I

Section 5.3 Expenses of Enforcement. In the event that Indemnitee is successful, in whole or in part, in any proceeding brought pursuant to Section 5.1 or otherwise to enforce Indemnitee's rights under this Agreement, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such enforcement proceeding, including attorneys' fees, court costs, expert

ARTICLE VI — DIRECTORS' AND OFFICERS' LIABILITY INSURANCE

Section 6.1 Obligation to Maintain D&O Insurance. The Company shall obtain and maintain, at its sole cost and expense, a policy or policies of directors' and officers' liability insurance (the "D&O Policy") covering Indemnitee, with coverage terms, conditions, retentions, and limits at least as favorable as the D&O Policy in effect as of the date of this Agreement or, if no such policy is in effect as of the date her

Section 6.2 Notice of Reduction or Cancellation. The Company shall provide Indemnitee with written notice at least thirty (30) days prior to (a) any material reduction in coverage under the D&O Policy, (b) any material increase in the premiums for such coverage, or (c) any cancellation or non-renewal of the D&O Policy. For purposes of this Section 6.2, a "material reduction in coverage" shall include, without limitat

Section 6.3 No Limitation by Insurance. The Company's obligations to indemnify and to advance Expenses to Indemnitee under this Agreement shall not be diminished, reduced, or otherwise affected by (a) the existence or absence of any D&O Policy, (b) the availability or unavailability of any insurance proceeds thereunder, (c) any coverage limitations or exclusions contained in any D&O Policy, or (d) any denial of cover

Section 6.4 Subrogation. In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against any insurer, and Indemnitee shall execute all papers required and take all reasonable action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bri

ARTICLE VII — CERTAIN ADDITIONAL PROVISIONS

Section 7.1 No Duplication of Payments. The Company shall not be liable under this Agreement to pay any amounts otherwise indemnifiable hereunder to the extent that Indemnitee has already received payment for such amounts from any other source, including insurance proceeds under any D&O Policy, indemnification payments under the Company's Certificate of Incorporation or Bylaws, or payments under any other indemnifica

Section 7.2 Contribution. If the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason other than an exclusion based on Indemnitee's failure to meet the applicable standard of conduct set forth in Section 2.1 or Section 2.2 of this Agreement, then, in respect of any Claim in which the Company is jointly liable with Indemnitee (or would be if joined in such Claim), the Company shal

Section 7.3 Rights Not Exclusive. 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 Company's Certificate of Incorporation, the Company's Bylaws, any other agreement, any vote of stockholders, any resolution of directors, the DGCL, or otherwise, both as to action in Indemnitee's official capacity a

Section 7.4 Indemnification for Pinnacle-Related Activities. Notwithstanding any other provision of this Agreement to the contrary, nothing in this Agreement shall be construed to obligate the Company to indemnify Indemnitee for any actions taken, or omissions made, solely in Indemnitee's capacity as a partner, officer, employee, or agent of Pinnacle Capital Management LLC or Pinnacle Venture Fund II LP, or any of th

Section 7.5 No Personal Liability of Directors, Officers, or Stockholders. No director, officer, employee, agent, or stockholder of the Company shall have any personal liability to Indemnitee for any breach by the Company of its obligations under this Agreement. Indemnitee's sole remedy for any breach of this Agreement by the Company shall be against the Company itself, and Indemnitee shall not have any right of reco

Section 7.6 Settlements. The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld, conditioned, or delayed), effect any settlement of any pending or threatened Claim in a manner that would (a) impose any monetary liability, penalty, fine, or obligation on Indemnitee, (b) impose any restriction or limitation on the conduct, activities, or business of Inde

Section 7.7 Notice of Claims. Indemnitee shall give the Company prompt written notice upon becoming aware of any Claim for which indemnification or advancement of Expenses may be sought under this Agreement; provided, however, that the failure of Indemnitee to give such notice shall not relieve the Company of any of its obligations under this Agreement, except to the extent that the Company demonstrates that it has b

Section 7.8 Defense of Claims. With respect to any Claim for which indemnification is sought under this Agreement: (a) The Company shall be entitled to assume the defense of any such Claim, with counsel selected by the Company and reasonably acceptable to Indemnitee, upon the delivery to Indemnitee of written notice of the Company's election to do so. After delivery of such notice, the Company shall not be liable to

ARTICLE VIII — EXCEPTIONS TO INDEMNIFICATION

Section 8.1 Actions Initiated by Indemnitee. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee with respect to any Claim initiated or brought voluntarily by Indemnitee against the Company or any of its directors, officers, or employees, unless (a) the Board authorized the initiation of such Claim prior to its commencement, (b) the

Section 8.2 Section 16(b) Liability. Notwithstanding any other provision of this Agreement, the Company shall not be obligated to make any payment under this Agreement in respect of any Losses arising from the recovery of profits by Indemnitee pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any applicable state or foreign statute or regulation. For the avoidance

Section 8.3 Prohibited Indemnification. Notwithstanding any other provision of this Agreement, no indemnification or advancement of Expenses shall be made under this Agreement to the extent that such indemnification or advancement would be prohibited by applicable law, including the DGCL, as in effect at the time of such indemnification or advancement. In the event that any provision of this Agreement would be held t

ARTICLE IX — DURATION AND SCOPE

Section 9.1 Duration. This Agreement shall be effective as of the date first set forth above and shall remain in full force and effect during the entire period that Indemnitee serves as a director of the Company and thereafter for so long as Indemnitee may be subject to any possible Claim arising from, related to, or by reason of Indemnitee's Corporate Status, regardless of whether this Agreement has been terminated

Section 9.2 Successors and Assigns. This Agreement shall be binding upon 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, and shall inure to the benefit of Indemnitee and Indemnitee's heirs, executors, administrators, and legal representatives.

ARTICLE X — GENERAL PROVISIONS

Section 10.1 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 or conflict of law provision or rule (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 10.2 Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally (a) consents to the exclusive jurisdiction of the courts of the State of Delaware, including the Court of Chancery of the State of Delaware, and the United States District Court for the District of Delaware, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement, (b) agrees

Section 10.3 Entire Agreement. This Agreement, together with the Company's Certificate of Incorporation and Bylaws (as each may be amended, restated, supplemented, or otherwise modified from time to time), constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, commitments

Section 10.4 Amendment and Waiver. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by both the Company and Indemnitee. No waiver by either party of any breach or default hereunder shall operate as a waiver of any subsequent breach or default, whether of the same or a different provision, and no single or par

Section 10.5 Severability. If any provision of this Agreement (or any portion thereof) shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, (a) such provision shall be modified by such court to the minimum extent necessary to make it valid, legal, and enforceable, and, as so modified, such provision shall be enforced as modified, and (b) the validity, legality, a

Section 10.6 Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) three (

Section 10.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), or other electronic means (including via any electronic signature platform) shall be as effective

Section 10.8 Headings. The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of this Agreement. All references in this Agreement to articles, sections, subsections, and exhibits are references to articles, sections, subsections, and exhibits of this Agreement unless otherwise specified.

Section 10.9 Construction. The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and in the event of an ambiguity or question of intent or interpretation, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision hereof. As used in this