1002-00002 · Pinnacle Venture Fund II LP · Transaction Documents

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INDEMNIFICATION AGREEMENT

by and between

QUILLEN TECHNOLOGIES, INC.

a Delaware corporation

and

CHRISTINE ALDRIDGE

Dated as of __, 2024

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this "Agreement") is made and entered into as of __, 2024 (the "Effective Date"), by and between Quillen Technologies, Inc., a Delaware corporation (the "Company"), and Christine Aldridge, an individual ("Indemnitee").

RECITALS

A. The Company recognizes that competent and experienced persons are increasingly reluctant to serve as directors of corporations unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of their service to and activities on behalf of the corporation. The escalation of the cost of litigation and the uncertainties inherent in the defense of such claims further exacerbate this reluctance and make it more difficult for corporations to attract and retain highly qualified individuals to serve as directors.

B. The Board of Directors of the Company (the "Board") has determined that the inability to attract and retain such competent and experienced persons would be detrimental to the best interests of the Company and its stockholders, and that the Company should act to assure such persons that adequate indemnification will be available in the future to provide them with the protection that they require in order to serve as directors of the Company.

C. Indemnitee is a designee of Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle VC"), to serve on the Board pursuant to that certain Voting Agreement dated as of __, 2024 (as may be amended, restated, or otherwise modified from time to time, the "Voting Agreement"), among the Company, Pinnacle VC, and the other parties thereto. Indemnitee's willingness to serve as a member of the Board in such capacity is conditioned upon the Company's agreement to indemnify and advance Expenses (as defined below) to Indemnitee as set forth in this Agreement, and Indemnitee would not agree to serve as a director of the Company absent the protections afforded by this Agreement.

D. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") permits, and the Company's Amended and Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on or about __, 2024) and Bylaws (as in effect from time to time) require or authorize, indemnification of directors and officers of the Company under certain circumstances and subject to certain conditions, limitations, and standards, and the Company desires to provide Indemnitee with protection to the fullest extent permitted by applicable law, 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).

E. The Company has determined, after due consideration by the Board, that this Agreement is in the best interests of the Company and its stockholders and that the provision of indemnification and advancement of Expenses hereunder is a reasonable and necessary means of attracting and retaining highly qualified individuals to serve as directors of the Company.

NOW, THEREFORE, in consideration of Indemnitee's agreement to serve as a member of the Board of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1

DEFINITIONS

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 proceeding, whether civil, criminal, administrative, investigative, or other, and whether formal or informal, in each case in which Indemnitee was, is, or becomes involved, or is threatened to be made involved, as a party, a potential party, a non-party witness, or otherwise by reason of Indemnitee's Corporate Status.

(b) "Board" means the Board of Directors of the Company.

(c) "Bylaws" means the Bylaws of the Company as in effect from time to time, as the same may be amended, restated, supplemented, or otherwise modified.

(d) "Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

(e) "Change in Control" means the occurrence after the date of this Agreement of any of the following events:

(i) the acquisition by any person, entity, or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of either (A) the then-outstanding shares of common stock of the Company or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates, or (4) any acquisition pursuant to a transaction that complies with clauses (A), (B), and (C) of subparagraph (iii) below;

(ii) a change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date of this Agreement and whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;

(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange, or similar form of corporate transaction involving the Company (a "Business Combination"), or a sale or other disposition of all or substantially all of the assets of the Company, unless immediately following such Business Combination or sale: (A) more than fifty percent (50%) of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all of the assets of the Company (the "Surviving Entity"), or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Entity (the "Parent Entity"), is represented by the outstanding Company voting securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such outstanding Company voting securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such outstanding Company voting securities among the holders thereof immediately prior to the Business Combination; (B) no person, entity, or group (other than any employee benefit plan or related trust of the Company or the Surviving Entity or Parent Entity) beneficially owns, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Surviving Entity or Parent Entity; and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Surviving Entity or Parent Entity following the consummation of the Business Combination were Incumbent Board members at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination; or

(iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.

(f) "Company" means Quillen Technologies, Inc., a Delaware corporation, and any successor entity that assumes the obligations of Quillen Technologies, Inc. under this Agreement by operation of law or otherwise, including, without limitation, any entity into which Quillen Technologies, Inc. is merged or consolidated or to which all or substantially all of the assets of Quillen Technologies, Inc. are transferred.

(g) "Corporate Status" means the status of a person who is or was a director, officer, employee, agent, trustee, or fiduciary of the Company or any Enterprise.

(h) "DGCL" means the General Corporation Law of the State of Delaware, Title 8 of the Delaware Code, as the same exists or may hereafter be amended.

(i) "Disinterested Director" means a director of the Company who is not and was not a party to the Action in respect of which indemnification or advancement of Expenses is sought by Indemnitee.

(j) "Enterprise" means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise (whether for-profit or not-for-profit) that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent, trustee, or fiduciary.

(k) "Expenses" means all reasonable and actually incurred attorneys' fees, retainers, court costs, transcript costs, fees of experts and consultants, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, e-discovery costs, costs of obtaining and reviewing documents, and all other disbursements, costs, or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling, or otherwise participating in, an Action. "Expenses" shall also include (i) any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, (ii) Expenses incurred in connection with any appeal resulting from any Action, including without limitation the premium, security for, and other costs relating to any costs bond, supersedeas bond, or other appeal bond or its equivalent, and (iii) for purposes of Section 5.3 hereof, Expenses incurred by Indemnitee in connection with the interpretation, enforcement, or defense of Indemnitee's rights under this Agreement, by litigation or otherwise. The term "Expenses" shall not include the amount of judgments, fines, or penalties against Indemnitee or amounts paid in settlement in connection with an Action, all of which are addressed under the definition of "Losses."

(l) "Expense Advance" means any payment of Expenses advanced to Indemnitee by the Company prior to the final disposition of an Action pursuant to Article 3 of this Agreement.

(m) "Indemnitee" means Christine Aldridge, in her capacity as a director of the Company and in any other capacity in which she serves the Company or any Enterprise at the request of the Company, and her heirs, executors, administrators, and estate, as the context may require.

(n) "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Without limiting 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.

(o) "Losses" means any and all judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement of an Action, and any ERISA excise taxes or penalties, in each case actually and reasonably incurred by Indemnitee in connection with an Action.

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, and Exhibits refer to Articles, Sections, and Exhibits of this Agreement unless otherwise specified.

ARTICLE 2

INDEMNIFICATION

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 against all Losses and Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee's behalf) in connection with any Action (other than an Action by or in the right of the Company) in which Indemnitee is, was, or becomes a party or a participant (as a witness or otherwise) by reason of Indemnitee's Corporate Status, or by reason of anything done or not done by Indemnitee in any such capacity; provided, however, that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere* or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or, with respect to any criminal Action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. This Section 2.1 is intended to provide indemnification rights consistent with, and to the fullest extent permitted by, Section 145(a) of the DGCL.

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 than were permitted prior thereto), from and against all Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee's behalf) in connection with any Action by or in the right of the Company to procure a judgment in its favor in which Indemnitee is, was, or becomes a party or a participant by reason of Indemnitee's Corporate Status, or by reason of anything done or not done by Indemnitee in any such capacity; provided, however*, that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company. Notwithstanding the foregoing, no indemnification for Losses (as distinguished from Expenses) shall be made under this Section 2.2 in respect of any Action by or in the right of the Company. Furthermore, no indemnification shall be made under this Section 2.2 in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such Action was brought shall determine, upon application, that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery of the State of Delaware or such other court shall deem proper. This Section 2.2 is intended to provide indemnification rights consistent with, and to the fullest extent permitted by, Section 145(b) of the DGCL.

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 which no finding of guilt or liability is made against Indemnitee), the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. For purposes of this Section 2.3 and without limitation, the termination of any claim, issue, or matter in an Action by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue, or matter. This Section 2.3 is intended to implement the mandatory indemnification provisions of Section 145(c) of the DGCL.

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 is entitled. Without limiting the generality of the foregoing, if an Action is brought against Indemnitee and is resolved in a manner that results in Indemnitee being entitled to indemnification for some claims, issues, or matters but not as to others, the Company shall indemnify Indemnitee to the maximum extent permissible as to those claims, issues, or matters for which indemnification is available.

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 therewith by reason of Indemnitee's Corporate Status, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Action, including preparation for and attendance at depositions, hearings, trials, and other proceedings, and the production of documents and information in response to subpoenas or other discovery requests.

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 the Company's Series A financing), any vote of stockholders or Disinterested Directors, the DGCL, or otherwise, both as to any action in Indemnitee's official capacity and as to any action in another capacity while holding such office. The Company agrees that the indemnification provided herein shall be the maximum permitted under the DGCL, and nothing in this Agreement shall be construed to limit or restrict Indemnitee's rights to indemnification under any of the foregoing. In the event of any change in any applicable law, statute, or rule that expands the right of a Delaware corporation to indemnify a member of its board of directors, such change shall be, ipso facto*, within the purview of Indemnitee's rights and the Company's obligations under this Agreement. In the event of any change in any applicable law, statute, or rule that narrows the right of a Delaware corporation to indemnify a member of its board of directors, such change, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder.

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 without regard to whether a determination of Indemnitee's entitlement to indemnification has been made pursuant to Article 4 of this Agreement. Such written request shall reasonably evidence the Expenses incurred by Indemnitee and shall include (or be preceded or accompanied by) a written undertaking by or on behalf of Indemnitee as described in Section 3.2 below. Indemnitee may submit requests for Expense Advances from time to time as Expenses are incurred and is not required to wait until the conclusion of an Action to request such advances. Each such request shall be treated as a separate and distinct request for advancement and shall not require re-submission of any previously provided undertaking.

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 this Agreement or applicable law. Such undertaking shall be unsecured and interest-free and shall be accepted without reference to Indemnitee's financial ability to make repayment. No security shall be required of Indemnitee in connection with any such undertaking, and the Company hereby acknowledges that, pursuant to Section 145(e) of the DGCL, the Company is authorized to accept such an unsecured undertaking. The undertaking required by this Section 3.2 shall be in substantially the form attached hereto as Exhibit A*.

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 advancement of Expenses shall not be conditioned upon any prior determination that Indemnitee is entitled to indemnification, and the Company's obligation to advance Expenses shall arise upon the filing of an Action to which Indemnitee is a party or participant by reason of Indemnitee's Corporate Status and the submission of a request for advancement in accordance with Section 3.1 hereof.

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 Section 4.1 shall not relieve the Company of any obligation or liability that it may have to Indemnitee under this Agreement or otherwise, unless (and then only to the extent that) the Company demonstrates that such failure resulted in actual and material prejudice to the Company.

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. Such determination shall be made in the following manner:

(a) If a Change in Control shall not have occurred, the determination shall be made (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (iii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iv) by the stockholders of the Company.

(b) If a Change in Control shall have occurred, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, in accordance with Section 10.1 of this Agreement.

The foregoing procedures are intended to comply with Section 145(d) of the DGCL, and shall be interpreted and applied in a manner consistent therewith.

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 the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within ten (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 Indemnitee's 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 1.1 of this Agreement, and the objection shall set forth with particularity the factual basis for 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 of competent jurisdiction has determined that such objection is without merit.

(b) If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee requests that such selection be made by the Board, in which case the preceding clause (a) shall apply), and the Indemnitee shall give written notice to the Company advising the Company of the identity of the Independent Counsel so selected. The Company may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitee a written objection to such selection; provided, however, that the Company's 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 1.1 of this Agreement, and the objection shall set forth with particularity the factual basis for such assertion.

(c) If the parties are unable to agree on the selection of Independent Counsel within twenty (20) days after the submission of Indemnitee's written request for indemnification, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction, to resolve any objection that shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or to appoint as Independent Counsel 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 this Agreement. The Company shall pay the reasonable fees, costs, and expenses of Independent Counsel and shall fully indemnify Independent Counsel against any and all expenses, claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.

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 (including its Board, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board, Independent Counsel, or stockholders) 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. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere* or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.

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 making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification).

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 or Expense Advances is not made within thirty (30) days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Article 4, or (e) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to seek an adjudication by the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction, of Indemnitee's right to such indemnification or advancement of Expenses. Alternatively, at the sole option of Indemnitee, Indemnitee may seek an award in binding arbitration before a single arbitrator to be held in Wilmington, Delaware, in accordance with the rules of the American Arbitration Association, such arbitrator to be experienced in the subject matter of corporate indemnification disputes. The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration.

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 failure of the Company (including its Board, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board, Independent Counsel, or stockholders) that Indemnitee has not met the 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.

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 insurance policy or policies maintained by the Company, or (c) enforcement, interpretation, or defense of Indemnitee's rights under this Agreement, in each case regardless of the outcome of such Action; provided, however*, that the Company shall not be obligated to indemnify Indemnitee for such Expenses if a court of competent jurisdiction determines in a final adjudication from which there is no further right of appeal that the Action brought by Indemnitee was frivolous or was not brought by Indemnitee in good faith.

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 Indemnitee of its election to do so. After delivery of such notice, if the Company assumes the defense of the Action, the Company shall not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Action, unless:

(a) the employment of separate counsel by Indemnitee has been previously authorized by the Company in writing;

(b) Indemnitee shall have reasonably concluded, and so notified the Company in writing, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Action, including any situation in which the Company or any of its directors, officers, or employees is also a party to the same Action or in which the defenses available to Indemnitee are different from or in addition to those available to the Company; or

(c) the Company shall not, in fact, have employed counsel to assume the defense of the Action within a reasonable time after receiving notice thereof or, having assumed such defense, shall have failed to prosecute such defense diligently and in good faith.

In each of the foregoing circumstances described in clauses (a), (b), and (c) above, the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company and shall be subject to the advancement and indemnification provisions of this Agreement. The Company shall not be entitled to assume the defense of any Action brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.

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 by Indemnitee; or (c) would impose any financial obligation on Indemnitee (including any obligation to pay any judgment, fine, penalty, or settlement amount), in each case without Indemnitee's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or stipulation that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to Indemnitee of an unconditional release from all liability in respect of such Action, or (y) includes any admission of fault, culpability, failure to act, or violation of law by Indemnitee.

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, however, that such cooperation shall not require Indemnitee to waive any applicable privilege or protection (including the attorney-client privilege), and provided, further*, that the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by Indemnitee in connection with such cooperation (including travel expenses, fees for time spent, and reasonable out-of-pocket costs).

ARTICLE 7

INSURANCE

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 provided to other directors and officers of the Company. Such coverage shall remain in effect at all times during Indemnitee's service as a director and for a period of at least six (6) years after Indemnitee ceases to serve as a director (such post-cessation coverage, a "Tail Policy*"), unless the Company's Board determines in good faith that such Tail Policy is not available at a commercially reasonable cost, in which case the Company shall use commercially reasonable efforts to obtain the most advantageous coverage reasonably available. In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's then-current directors.

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 failure to obtain D&O Insurance, the denial of coverage under any policy of D&O Insurance, or the insolvency of any insurer.

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 pay all costs and expenses (including attorneys' fees) actually and reasonably incurred in connection with the enforcement of such subrogated rights.

ARTICLE 8

CONTRIBUTION

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, contribute to the Losses and Expenses actually and reasonably incurred by Indemnitee in connection with any Action in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Action in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Action, and/or (b) the relative fault of the Company (and its other directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s). The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 8.1 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence.

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 is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company maintains its principal executive offices at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116.

(b) The Company has all corporate power and authority necessary to enter into this Agreement and to perform all of its obligations hereunder.

(c) The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors. No further corporate action on the part of the Company is required in connection with the execution, delivery, or performance of this Agreement.

(d) This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(e) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to the Company or by which the Company or any of its properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any agreement, contract, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound or affected.

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 Agreement. Indemnitee acknowledges that the Company has entered into this Agreement in reliance upon Indemnitee's willingness to serve in such capacity.

(c) This Agreement constitutes a valid and legally binding obligation of Indemnitee, enforceable against Indemnitee in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.

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. The Company (or its successor) shall be bound by any such determination made by Independent Counsel, and such determination shall, for all purposes, be deemed a determination made by the Board pursuant to Section 4.2 of this Agreement. If the Company (or its successor) fails to approve or objects to Indemnitee's selection of Independent Counsel within ten (10) days after Indemnitee has given written notice of such selection, either Indemnitee or the Company (or its successor) may petition the Court of Chancery of the State of Delaware to appoint Independent Counsel.

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 request therefor, subject only to Indemnitee's provision of an undertaking to repay such amounts to the extent required by and in accordance with Section 3.2 of this Agreement. The obligation of the Company (or its successor) to advance Expenses following a Change in Control shall not be subject to any requirement that a determination of Indemnitee's entitlement to indemnification be made prior to such advancement.

ARTICLE 11

GENERAL PROVISIONS

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 purchase, merger, consolidation, reorganization, or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall inure to the benefit of and be enforceable by Indemnitee and Indemnitee's heirs, executors, administrators, and estate.

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 provision held to be invalid, illegal, or unenforceable, that is not itself held to be 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; (b) such provision or provisions shall be deemed reformed to the minimum extent necessary to make such provision or provisions valid, legal, and enforceable and to preserve the original intent of the parties; and (c) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.

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 of Indemnitee under the Company's Certificate of Incorporation, Bylaws, the Investors' Rights Agreement dated as of __, 2024, the Voting Agreement dated as of __, 2024, or any other agreement, resolution, or arrangement providing for indemnification or advancement of Expenses, in each case as entered into in connection with the Company's Series A preferred stock financing or otherwise. To the extent that any provision of the Certificate of Incorporation, Bylaws, or any such other agreement provides greater protection to Indemnitee than the corresponding provision of this Agreement, such greater protection shall prevail and shall be deemed to be incorporated herein by reference.

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 unless made in writing and signed by the party against whom enforcement of such waiver is sought. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such party's right to enforce such provision or any other provision in the future.

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 court also lacks subject matter jurisdiction, the United States District Court for the District of Delaware), (b) consents to submit to the exclusive jurisdiction of any such court for purposes of any Action arising out of or in connection with this Agreement, (c) waives any objection that it or she may now or hereafter have to the laying of venue of any such Action in any such court, and (d) waives and agrees not to plead or claim that any such Action brought in any such court has been brought in an inconvenient forum.

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;

(c) three (3) business days following deposit in the United States mail, certified or registered, return receipt requested, postage prepaid; or

(d) when sent by electronic mail (with confirmation of receipt from the recipient, whether by return electronic mail, electronic read receipt, or other written confirmation);

in each case addressed as follows (or to such other address as either party shall have specified by written notice to the other party given in accordance with this Section 11.7):

If to the Company:

Quillen Technologies, Inc. 88 Garrison Street, Floor 4 Boston, Massachusetts 02116

Attention: Dr. Amara Osei, Chief Executive Officer

Email: aosei@quillentech.com

with a copy (which shall not constitute notice) to:

Fenwick, Torres & Keane LLP 200 Clarendon Street, Suite 3400 Boston, Massachusetts 02116

Attention: Gregory Navarro

Email: gnavarro@inlawlaw.com

If to Indemnitee:

Christine Aldridge c/o Pinnacle Venture Fund II LP 450 Pacific Heights Boulevard, Suite 1200 San Francisco, California 94115

Email: caldridge@pinnaclevc.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105

Attention: Rachel Bernstein

Email: rbernstein@calderwoodharkness.com

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 of this Agreement and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, .pdf, or other electronic means shall be deemed to be their original signatures for all purposes.

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 Company, including any Action for which Indemnitee is or becomes entitled to indemnification or advancement of Expenses under this Agreement.

The rights of Indemnitee under this Agreement shall continue after Indemnitee has ceased to serve as a director, officer, employee, agent, or fiduciary of the Company or any Enterprise, with respect to any Action arising out of acts or omissions occurring during Indemnitee's period of service.

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 provided by this Agreement shall be cumulative and in addition to all other rights to which Indemnitee may be entitled.

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's obligation to advance Expenses shall not be reduced or offset by any amounts that may be recoverable by Indemnitee under any insurance policy until such amounts are actually received by Indemnitee.

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 affiliate of the Company that is not so asserted within such two-year period shall be extinguished and deemed released.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first written above.

QUILLEN TECHNOLOGIES, INC.

By: ________

Name: Dr. Amara Osei

Title: Chief Executive Officer

Date: ________

INDEMNITEE

________________________________________

Christine Aldridge

Date: ________

EXHIBIT A

FORM OF UNDERTAKING

This Undertaking (this "Undertaking") is executed and delivered by the undersigned, Christine Aldridge ("Indemnitee"), to Quillen Technologies, Inc., a Delaware corporation (the "Company"), pursuant to and in accordance with Article 3 of that certain Indemnification Agreement dated as of __, 2024, by and between the Company and Indemnitee (the "Indemnification Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indemnification Agreement.

1. *Request for Advancement.* Indemnitee hereby requests the advancement of Expenses in connection with the following Action:

Description of Action: ___________

________________________________________

Court or Tribunal: ___________

Case or Docket Number (if applicable): ___________

Amount of Expenses Requested: $___________

2. *Undertaking to Repay.* Indemnitee hereby undertakes to repay to the Company any and all amounts advanced by the Company pursuant t

INDEMNIFICATION AGREEMENT
by and between
QUILLEN TECHNOLOGIES, INC.
a Delaware corporation
and
CHRISTINE ALDRIDGE
Dated as of __, 2024
INDEMNIFICATION AGREEMENT
This Indemnification Agreement (this "Agreement") is made and entered into as of __, 2024 (the "Effective Date"), by and between Quillen Technologies, Inc., a Delaware corporation (the "Company"), and Christine Aldridge, an individual ("Indemnitee").
RECITALS
A. The Company recognizes that competent and experienced persons are increasingly reluctant to serve as directors of corporations unless they are provided with adequate protection through insurance or indemnification against the risks of claims and actions against them arising out of their service to and activities on behalf of the corporation. The escalation of the cost of litigation and the uncertainties inherent in the defense of such claims further exacerbate this reluctance and make it more difficult for corporations to attract and retain highly qualified individuals to serve as directors.
B. The Board of Directors of the Company (the "Board") has determined that the inability to attract and retain such competent and experienced persons would be detrimental to the best interests of the Company and its stockholders, and that the Company should act to assure such persons that adequate indemnification will be available in the future to provide them with the protection that they require in order to serve as directors of the Company.
C. Indemnitee is a designee of Pinnacle Venture Fund II LP, a Delaware limited partnership ("Pinnacle VC"), to serve on the Board pursuant to that certain Voting Agreement dated as of __, 2024 (as may be amended, restated, or otherwise modified from time to time, the "Voting Agreement"), among the Company, Pinnacle VC, and the other parties thereto. Indemnitee's willingness to serve as a member of the Board in such capacity is conditioned upon the Company's agreement to indemnify and advance Expenses (as defined below) to Indemnitee as set forth in this Agreement, and Indemnitee would not agree to serve as a director of the Company absent the protections afforded by this Agreement.
D. Section 145 of the General Corporation Law of the State of Delaware (the "DGCL") permits, and the Company's Amended and Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on or about __, 2024) and Bylaws (as in effect from time to time) require or authorize, indemnification of directors and officers of the Company under certain circumstances and subject to certain conditions, limitations, and standards, and the Company desires to provide Indemnitee with protection to the fullest extent permitted by applicable law, 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).
E. The Company has determined, after due consideration by the Board, that this Agreement is in the best interests of the Company and its stockholders and that the provision of indemnification and advancement of Expenses hereunder is a reasonable and necessary means of attracting and retaining highly qualified individuals to serve as directors of the Company.
NOW, THEREFORE, in consideration of Indemnitee's agreement to serve as a member of the Board of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
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 proceeding, whether civil, criminal, administrative, investigative, or other, and whether formal or informal, in each case in which Indemnitee was, is, or becomes involved, or is threatened to be made involved, as a party, a potential party, a non-party witness, or otherwise by reason of Indemnitee's Corporate Status.
(b) "Board" means the Board of Directors of the Company.
(c) "Bylaws" means the Bylaws of the Company as in effect from time to time, as the same may be amended, restated, supplemented, or otherwise modified.
(d) "Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company as filed with the Secretary of State of the State of Delaware, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
(e) "Change in Control" means the occurrence after the date of this Agreement of any of the following events:
(i) the acquisition by any person, entity, or "group" (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of either (A) the then-outstanding shares of common stock of the Company or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however, that for purposes of this definition, the following acquisitions shall not constitute a Change in Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its affiliates, or (4) any acquisition pursuant to a transaction that complies with clauses (A), (B), and (C) of subparagraph (iii) below;
(ii) a change in the composition of the Board such that the individuals who, as of the date of this Agreement, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided, however, that any individual who becomes a director subsequent to the date of this Agreement and whose election, or nomination for election by the Company's stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;
(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange, or similar form of corporate transaction involving the Company (a "Business Combination"), or a sale or other disposition of all or substantially all of the assets of the Company, unless immediately following such Business Combination or sale: (A) more than fifty percent (50%) of the total voting power of the entity resulting from such Business Combination or the entity that acquired all or substantially all of the assets of the Company (the "Surviving Entity"), or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of sufficient voting securities eligible to elect a majority of the board of directors (or the analogous governing body) of the Surviving Entity (the "Parent Entity"), is represented by the outstanding Company voting securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such outstanding Company voting securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such outstanding Company voting securities among the holders thereof immediately prior to the Business Combination; (B) no person, entity, or group (other than any employee benefit plan or related trust of the Company or the Surviving Entity or Parent Entity) beneficially owns, directly or indirectly, more than fifty percent (50%) of the total voting power of the outstanding voting securities eligible to elect members of the board of directors (or the analogous governing body) of the Surviving Entity or Parent Entity; and (C) at least a majority of the members of the board of directors (or the analogous governing body) of the Surviving Entity or Parent Entity following the consummation of the Business Combination were Incumbent Board members at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination; or
(iv) the approval by the stockholders of the Company of a complete liquidation or dissolution of the Company.
(f) "Company" means Quillen Technologies, Inc., a Delaware corporation, and any successor entity that assumes the obligations of Quillen Technologies, Inc. under this Agreement by operation of law or otherwise, including, without limitation, any entity into which Quillen Technologies, Inc. is merged or consolidated or to which all or substantially all of the assets of Quillen Technologies, Inc. are transferred.
(g) "Corporate Status" means the status of a person who is or was a director, officer, employee, agent, trustee, or fiduciary of the Company or any Enterprise.
(h) "DGCL" means the General Corporation Law of the State of Delaware, Title 8 of the Delaware Code, as the same exists or may hereafter be amended.
(i) "Disinterested Director" means a director of the Company who is not and was not a party to the Action in respect of which indemnification or advancement of Expenses is sought by Indemnitee.
(j) "Enterprise" means the Company and any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan, or other enterprise (whether for-profit or not-for-profit) that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent, trustee, or fiduciary.
(k) "Expenses" means all reasonable and actually incurred attorneys' fees, retainers, court costs, transcript costs, fees of experts and consultants, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, e-discovery costs, costs of obtaining and reviewing documents, and all other disbursements, costs, or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, settling, or otherwise participating in, an Action. "Expenses" shall also include (i) any federal, state, local, or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement, (ii) Expenses incurred in connection with any appeal resulting from any Action, including without limitation the premium, security for, and other costs relating to any costs bond, supersedeas bond, or other appeal bond or its equivalent, and (iii) for purposes of Section 5.3 hereof, Expenses incurred by Indemnitee in connection with the interpretation, enforcement, or defense of Indemnitee's rights under this Agreement, by litigation or otherwise. The term "Expenses" shall not include the amount of judgments, fines, or penalties against Indemnitee or amounts paid in settlement in connection with an Action, all of which are addressed under the definition of "Losses."
(l) "Expense Advance" means any payment of Expenses advanced to Indemnitee by the Company prior to the final disposition of an Action pursuant to Article 3 of this Agreement.
(m) "Indemnitee" means Christine Aldridge, in her capacity as a director of the Company and in any other capacity in which she serves the Company or any Enterprise at the request of the Company, and her heirs, executors, administrators, and estate, as the context may require.
(n) "Independent Counsel" means a law firm, or a member of a law firm, that is experienced in matters of corporation law and shall include any person who, under the applicable standards of professional conduct then prevailing under the law of the State of Delaware, would not have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee's rights under this Agreement. Without limiting 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.
(o) "Losses" means any and all judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement of an Action, and any ERISA excise taxes or penalties, in each case actually and reasonably incurred by Indemnitee in connection with an Action.
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, and Exhibits refer to Articles, Sections, and Exhibits of this Agreement unless otherwise specified.
ARTICLE 2
INDEMNIFICATION
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 against all Losses and Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee's behalf) in connection with any Action (other than an Action by or in the right of the Company) in which Indemnitee is, was, or becomes a party or a participant (as a witness or otherwise) by reason of Indemnitee's Corporate Status, or by reason of anything done or not done by Indemnitee in any such capacity; provided, however, that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal Action or proceeding, had no reasonable cause to believe Indemnitee's conduct was unlawful. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere* or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner that Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or, with respect to any criminal Action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful. This Section 2.1 is intended to provide indemnification rights consistent with, and to the fullest extent permitted by, Section 145(a) of the DGCL.
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 than were permitted prior thereto), from and against all Expenses actually and reasonably incurred by Indemnitee (or on Indemnitee's behalf) in connection with any Action by or in the right of the Company to procure a judgment in its favor in which Indemnitee is, was, or becomes a party or a participant by reason of Indemnitee's Corporate Status, or by reason of anything done or not done by Indemnitee in any such capacity; provided, however*, that Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company. Notwithstanding the foregoing, no indemnification for Losses (as distinguished from Expenses) shall be made under this Section 2.2 in respect of any Action by or in the right of the Company. Furthermore, no indemnification shall be made under this Section 2.2 in respect of any claim, issue, or matter as to which Indemnitee shall have been adjudged to be liable to the Company, unless, and only to the extent that, the Court of Chancery of the State of Delaware or the court in which such Action was brought shall determine, upon application, that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the Court of Chancery of the State of Delaware or such other court shall deem proper. This Section 2.2 is intended to provide indemnification rights consistent with, and to the fullest extent permitted by, Section 145(b) of the DGCL.
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 which no finding of guilt or liability is made against Indemnitee), the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection therewith. For purposes of this Section 2.3 and without limitation, the termination of any claim, issue, or matter in an Action by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue, or matter. This Section 2.3 is intended to implement the mandatory indemnification provisions of Section 145(c) of the DGCL.
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 is entitled. Without limiting the generality of the foregoing, if an Action is brought against Indemnitee and is resolved in a manner that results in Indemnitee being entitled to indemnification for some claims, issues, or matters but not as to others, the Company shall indemnify Indemnitee to the maximum extent permissible as to those claims, issues, or matters for which indemnification is available.
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 therewith by reason of Indemnitee's Corporate Status, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with such Action, including preparation for and attendance at depositions, hearings, trials, and other proceedings, and the production of documents and information in response to subpoenas or other discovery requests.
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 the Company's Series A financing), any vote of stockholders or Disinterested Directors, the DGCL, or otherwise, both as to any action in Indemnitee's official capacity and as to any action in another capacity while holding such office. The Company agrees that the indemnification provided herein shall be the maximum permitted under the DGCL, and nothing in this Agreement shall be construed to limit or restrict Indemnitee's rights to indemnification under any of the foregoing. In the event of any change in any applicable law, statute, or rule that expands the right of a Delaware corporation to indemnify a member of its board of directors, such change shall be, ipso facto*, within the purview of Indemnitee's rights and the Company's obligations under this Agreement. In the event of any change in any applicable law, statute, or rule that narrows the right of a Delaware corporation to indemnify a member of its board of directors, such change, to the extent not otherwise required by such law, statute, or rule to be applied to this Agreement, shall have no effect on this Agreement or the parties' rights and obligations hereunder.
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 without regard to whether a determination of Indemnitee's entitlement to indemnification has been made pursuant to Article 4 of this Agreement. Such written request shall reasonably evidence the Expenses incurred by Indemnitee and shall include (or be preceded or accompanied by) a written undertaking by or on behalf of Indemnitee as described in Section 3.2 below. Indemnitee may submit requests for Expense Advances from time to time as Expenses are incurred and is not required to wait until the conclusion of an Action to request such advances. Each such request shall be treated as a separate and distinct request for advancement and shall not require re-submission of any previously provided undertaking.
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 this Agreement or applicable law. Such undertaking shall be unsecured and interest-free and shall be accepted without reference to Indemnitee's financial ability to make repayment. No security shall be required of Indemnitee in connection with any such undertaking, and the Company hereby acknowledges that, pursuant to Section 145(e) of the DGCL, the Company is authorized to accept such an unsecured undertaking. The undertaking required by this Section 3.2 shall be in substantially the form attached hereto as Exhibit A*.
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 advancement of Expenses shall not be conditioned upon any prior determination that Indemnitee is entitled to indemnification, and the Company's obligation to advance Expenses shall arise upon the filing of an Action to which Indemnitee is a party or participant by reason of Indemnitee's Corporate Status and the submission of a request for advancement in accordance with Section 3.1 hereof.
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 Section 4.1 shall not relieve the Company of any obligation or liability that it may have to Indemnitee under this Agreement or otherwise, unless (and then only to the extent that) the Company demonstrates that such failure resulted in actual and material prejudice to the Company.
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. Such determination shall be made in the following manner:
(a) If a Change in Control shall not have occurred, the determination shall be made (i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (ii) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board; (iii) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (iv) by the stockholders of the Company.
(b) If a Change in Control shall have occurred, the determination shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, in accordance with Section 10.1 of this Agreement.
The foregoing procedures are intended to comply with Section 145(d) of the DGCL, and shall be interpreted and applied in a manner consistent therewith.
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 the Company shall give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. Indemnitee may, within ten (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 Indemnitee's 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 1.1 of this Agreement, and the objection shall set forth with particularity the factual basis for 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 of competent jurisdiction has determined that such objection is without merit.
(b) If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee requests that such selection be made by the Board, in which case the preceding clause (a) shall apply), and the Indemnitee shall give written notice to the Company advising the Company of the identity of the Independent Counsel so selected. The Company may, within ten (10) days after such written notice of selection shall have been given, deliver to Indemnitee a written objection to such selection; provided, however, that the Company's 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 1.1 of this Agreement, and the objection shall set forth with particularity the factual basis for such assertion.
(c) If the parties are unable to agree on the selection of Independent Counsel within twenty (20) days after the submission of Indemnitee's written request for indemnification, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction, to resolve any objection that shall have been made by the Company or Indemnitee to the other's selection of Independent Counsel and/or to appoint as Independent Counsel 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 this Agreement. The Company shall pay the reasonable fees, costs, and expenses of Independent Counsel and shall fully indemnify Independent Counsel against any and all expenses, claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.
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 (including its Board, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company (including its Board, Independent Counsel, or stockholders) 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. The termination of any Action by judgment, order, settlement, conviction, or upon a plea of nolo contendere* or its equivalent shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee's conduct was unlawful.
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 making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee's entitlement to indemnification).
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 or Expense Advances is not made within thirty (30) days after a determination of entitlement to indemnification has been made or deemed to have been made pursuant to Article 4, or (e) the Company or any other person or entity takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other action or proceeding designed to deny, or to recover from, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to seek an adjudication by the Court of Chancery of the State of Delaware, or any other court of competent jurisdiction, of Indemnitee's right to such indemnification or advancement of Expenses. Alternatively, at the sole option of Indemnitee, Indemnitee may seek an award in binding arbitration before a single arbitrator to be held in Wilmington, Delaware, in accordance with the rules of the American Arbitration Association, such arbitrator to be experienced in the subject matter of corporate indemnification disputes. The Company shall not oppose Indemnitee's right to seek any such adjudication or award in arbitration.
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 failure of the Company (including its Board, Independent Counsel, or stockholders) to have made a determination prior to the commencement of any Action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the Company (including its Board, Independent Counsel, or stockholders) that Indemnitee has not met the 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.
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 insurance policy or policies maintained by the Company, or (c) enforcement, interpretation, or defense of Indemnitee's rights under this Agreement, in each case regardless of the outcome of such Action; provided, however*, that the Company shall not be obligated to indemnify Indemnitee for such Expenses if a court of competent jurisdiction determines in a final adjudication from which there is no further right of appeal that the Action brought by Indemnitee was frivolous or was not brought by Indemnitee in good faith.
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 Indemnitee of its election to do so. After delivery of such notice, if the Company assumes the defense of the Action, the Company shall not be liable to Indemnitee under this Agreement for any fees or expenses of counsel subsequently incurred by Indemnitee with respect to the same Action, unless:
(a) the employment of separate counsel by Indemnitee has been previously authorized by the Company in writing;
(b) Indemnitee shall have reasonably concluded, and so notified the Company in writing, that there may be a conflict of interest between the Company and Indemnitee in the conduct of the defense of such Action, including any situation in which the Company or any of its directors, officers, or employees is also a party to the same Action or in which the defenses available to Indemnitee are different from or in addition to those available to the Company; or
(c) the Company shall not, in fact, have employed counsel to assume the defense of the Action within a reasonable time after receiving notice thereof or, having assumed such defense, shall have failed to prosecute such defense diligently and in good faith.
In each of the foregoing circumstances described in clauses (a), (b), and (c) above, the fees and expenses of Indemnitee's separate counsel shall be at the expense of the Company and shall be subject to the advancement and indemnification provisions of this Agreement. The Company shall not be entitled to assume the defense of any Action brought by or on behalf of the Company or as to which Indemnitee shall have made the conclusion provided for in clause (b) above.
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 by Indemnitee; or (c) would impose any financial obligation on Indemnitee (including any obligation to pay any judgment, fine, penalty, or settlement amount), in each case without Indemnitee's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. The Company shall not, without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or stipulation that (x) does not include as an unconditional term thereof the giving by the claimant or plaintiff to Indemnitee of an unconditional release from all liability in respect of such Action, or (y) includes any admission of fault, culpability, failure to act, or violation of law by Indemnitee.
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, however, that such cooperation shall not require Indemnitee to waive any applicable privilege or protection (including the attorney-client privilege), and provided, further*, that the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by Indemnitee in connection with such cooperation (including travel expenses, fees for time spent, and reasonable out-of-pocket costs).
ARTICLE 7
INSURANCE
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 provided to other directors and officers of the Company. Such coverage shall remain in effect at all times during Indemnitee's service as a director and for a period of at least six (6) years after Indemnitee ceases to serve as a director (such post-cessation coverage, a "Tail Policy*"), unless the Company's Board determines in good faith that such Tail Policy is not available at a commercially reasonable cost, in which case the Company shall use commercially reasonable efforts to obtain the most advantageous coverage reasonably available. In all policies of D&O Insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company's then-current directors.
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 failure to obtain D&O Insurance, the denial of coverage under any policy of D&O Insurance, or the insolvency of any insurer.
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 pay all costs and expenses (including attorneys' fees) actually and reasonably incurred in connection with the enforcement of such subrogated rights.
ARTICLE 8
CONTRIBUTION
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, contribute to the Losses and Expenses actually and reasonably incurred by Indemnitee in connection with any Action in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Action in order to reflect (a) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving rise to such Action, and/or (b) the relative fault of the Company (and its other directors, officers, employees, and agents) and Indemnitee in connection with such event(s) and/or transaction(s). The Company and Indemnitee agree that it would not be just and equitable if contribution pursuant to this Section 8.1 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence.
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 is Granite State Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801. The Company maintains its principal executive offices at 88 Garrison Street, Floor 4, Boston, Massachusetts 02116.
(b) The Company has all corporate power and authority necessary to enter into this Agreement and to perform all of its obligations hereunder.
(c) The execution, delivery, and performance of this Agreement by the Company have been duly authorized by all necessary corporate action on the part of the Company, including the approval of the Board of Directors. No further corporate action on the part of the Company is required in connection with the execution, delivery, or performance of this Agreement.
(d) This Agreement constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(e) The execution and delivery of this Agreement by the Company do not, and the performance of this Agreement by the Company will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company, (ii) conflict with or violate any law, rule, regulation, order, judgment, or decree applicable to the Company or by which the Company or any of its properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the Company's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration, or cancellation of, or result in the creation of a lien or encumbrance on any of the properties or assets of the Company pursuant to, any agreement, contract, instrument, or other arrangement to which the Company is a party or by which the Company or any of its properties or assets is bound or affected.
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 Agreement. Indemnitee acknowledges that the Company has entered into this Agreement in reliance upon Indemnitee's willingness to serve in such capacity.
(c) This Agreement constitutes a valid and legally binding obligation of Indemnitee, enforceable against Indemnitee in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity.
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. The Company (or its successor) shall be bound by any such determination made by Independent Counsel, and such determination shall, for all purposes, be deemed a determination made by the Board pursuant to Section 4.2 of this Agreement. If the Company (or its successor) fails to approve or objects to Indemnitee's selection of Independent Counsel within ten (10) days after Indemnitee has given written notice of such selection, either Indemnitee or the Company (or its successor) may petition the Court of Chancery of the State of Delaware to appoint Independent Counsel.
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 request therefor, subject only to Indemnitee's provision of an undertaking to repay such amounts to the extent required by and in accordance with Section 3.2 of this Agreement. The obligation of the Company (or its successor) to advance Expenses following a Change in Control shall not be subject to any requirement that a determination of Indemnitee's entitlement to indemnification be made prior to such advancement.
ARTICLE 11
GENERAL PROVISIONS
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 purchase, merger, consolidation, reorganization, or otherwise) to all or substantially all of the business or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. This Agreement shall inure to the benefit of and be enforceable by Indemnitee and Indemnitee's heirs, executors, administrators, and estate.
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 provision held to be invalid, illegal, or unenforceable, that is not itself held to be 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; (b) such provision or provisions shall be deemed reformed to the minimum extent necessary to make such provision or provisions valid, legal, and enforceable and to preserve the original intent of the parties; and (c) to the fullest extent possible, the provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.
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 of Indemnitee under the Company's Certificate of Incorporation, Bylaws, the Investors' Rights Agreement dated as of __, 2024, the Voting Agreement dated as of __, 2024, or any other agreement, resolution, or arrangement providing for indemnification or advancement of Expenses, in each case as entered into in connection with the Company's Series A preferred stock financing or otherwise. To the extent that any provision of the Certificate of Incorporation, Bylaws, or any such other agreement provides greater protection to Indemnitee than the corresponding provision of this Agreement, such greater protection shall prevail and shall be deemed to be incorporated herein by reference.
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 unless made in writing and signed by the party against whom enforcement of such waiver is sought. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of such party's right to enforce such provision or any other provision in the future.
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 court also lacks subject matter jurisdiction, the United States District Court for the District of Delaware), (b) consents to submit to the exclusive jurisdiction of any such court for purposes of any Action arising out of or in connection with this Agreement, (c) waives any objection that it or she may now or hereafter have to the laying of venue of any such Action in any such court, and (d) waives and agrees not to plead or claim that any such Action brought in any such court has been brought in an inconvenient forum.
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;
(c) three (3) business days following deposit in the United States mail, certified or registered, return receipt requested, postage prepaid; or
(d) when sent by electronic mail (with confirmation of receipt from the recipient, whether by return electronic mail, electronic read receipt, or other written confirmation);
in each case addressed as follows (or to such other address as either party shall have specified by written notice to the other party given in accordance with this Section 11.7):
If to the Company:
Quillen Technologies, Inc. 88 Garrison Street, Floor 4 Boston, Massachusetts 02116
Attention: Dr. Amara Osei, Chief Executive Officer
Email: aosei@quillentech.com
with a copy (which shall not constitute notice) to:
Fenwick, Torres & Keane LLP 200 Clarendon Street, Suite 3400 Boston, Massachusetts 02116
Attention: Gregory Navarro
Email: gnavarro@inlawlaw.com
If to Indemnitee:
Christine Aldridge c/o Pinnacle Venture Fund II LP 450 Pacific Heights Boulevard, Suite 1200 San Francisco, California 94115
Email: caldridge@pinnaclevc.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 555 Mission Street, Suite 3100 San Francisco, California 94105
Attention: Rachel Bernstein
Email: rbernstein@calderwoodharkness.com
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 of this Agreement and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile, .pdf, or other electronic means shall be deemed to be their original signatures for all purposes.
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 Company, including any Action for which Indemnitee is or becomes entitled to indemnification or advancement of Expenses under this Agreement.
The rights of Indemnitee under this Agreement shall continue after Indemnitee has ceased to serve as a director, officer, employee, agent, or fiduciary of the Company or any Enterprise, with respect to any Action arising out of acts or omissions occurring during Indemnitee's period of service.
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 provided by this Agreement shall be cumulative and in addition to all other rights to which Indemnitee may be entitled.
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's obligation to advance Expenses shall not be reduced or offset by any amounts that may be recoverable by Indemnitee under any insurance policy until such amounts are actually received by Indemnitee.
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 affiliate of the Company that is not so asserted within such two-year period shall be extinguished and deemed released.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first written above.
QUILLEN TECHNOLOGIES, INC.
By: ________
Name: Dr. Amara Osei
Title: Chief Executive Officer
Date: ________
INDEMNITEE
________________________________________
Christine Aldridge
Date: ________
EXHIBIT A
FORM OF UNDERTAKING
This Undertaking (this "Undertaking") is executed and delivered by the undersigned, Christine Aldridge ("Indemnitee"), to Quillen Technologies, Inc., a Delaware corporation (the "Company"), pursuant to and in accordance with Article 3 of that certain Indemnification Agreement dated as of __, 2024, by and between the Company and Indemnitee (the "Indemnification Agreement"). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indemnification Agreement.
1. *Request for Advancement.* Indemnitee hereby requests the advancement of Expenses in connection with the following Action:
Description of Action: ___________
________________________________________
________________________________________
Court or Tribunal: ___________
Case or Docket Number (if applicable): ___________
Amount of Expenses Requested: $___________
2. *Undertaking to Repay.* Indemnitee hereby undertakes to repay to the Company any and all amounts advanced by the Company pursuant t

INDEMNIFICATION AGREEMENT

QUILLEN TECHNOLOGIES, INC.

CHRISTINE ALDRIDGE

INDEMNIFICATION AGREEMENT

RECITALS

ARTICLE 1

DEFINITIONS

ARTICLE 2

INDEMNIFICATION

ARTICLE 3

ADVANCEMENT OF EXPENSES

ARTICLE 4

PROCEDURES FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION

ARTICLE 5

REMEDIES OF INDEMNITEE

ARTICLE 6

DEFENSE OF UNDERLYING ACTION

ARTICLE 7

INSURANCE

ARTICLE 8

CONTRIBUTION

ARTICLE 9

REPRESENTATIONS AND WARRANTIES

ARTICLE 10

CHANGE IN CONTROL PROVISIONS

ARTICLE 11

GENERAL PROVISIONS

QUILLEN TECHNOLOGIES, INC.

INDEMNITEE

EXHIBIT A

FORM OF UNDERTAKING

Record

Parties

Dates

Amounts