Exhibit
10.1


 


INDEMNIFICATION
AGREEMENT


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made and entered into as of [___________], 2020 between Century Therapeutics,
LLC, a Delaware limited liability company (the “Company”), and [___________] (“Indemnitee”).


WITNESSETH THAT:


WHEREAS,
highly competent persons have become more reluctant to serve companies as managers or in other capacities unless they are provided
with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the company;


WHEREAS,
the Board of Managers of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals to serve on the Board, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance
to protect persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance
has been a customary and widespread practice among United States-based companies and other business enterprises, the Company believes
that, given current market conditions and trends, such insurance may not be available to it on terms that the Company considers
to be commercially reasonable or, if available to it on commercially reasonable terms during some period of time, may be available
to it in the future only at higher premiums and with more exclusions. At the same time, managers, officers, and other persons in
service to companies or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating
to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.
The Amended and Restated Limited Liability Company Agreement (as the same may be amended and/or restated from time to time, the
 “LLC Agreement”) of the Company requires indemnification of the officers and managers of the Company. Indemnitee
may also be entitled to indemnification pursuant to the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101,
et seq. (the “LLC Act”). The LLC Agreement and the LLC Act expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members
of the Board, officers and other persons with respect to indemnification;


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such
persons to serve on the Board;


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s members and that the Company should act to assure such persons that there will be increased certainty of
such protection in the future;


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;


WHEREAS,
this Agreement is a supplement to and in furtherance of the LLC Agreement and any resolutions adopted pursuant thereto, and shall
not be deemed a substitute



     


     


    

therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


WHEREAS,
Indemnitee does not regard the protection available under the LLC Agreement and insurance as adequate in the present circumstances,
and may not be willing to serve as a director/manager without adequate protection, and the Company desires Indemnitee to serve
in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company
on the condition that Indemnitee be so indemnified;


WHEREAS,
Indemnitee may have certain rights to indemnification and/or insurance provided by Indemnitee’s employer or other third parties
and certain of their affiliates which is intended to be secondary to the primary obligation of the Company to indemnify Indemnitee
as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve on the Board; and


WHEREAS,
certain capitalized terms used herein are defined in Section 13 hereof.


NOW, THEREFORE,
in consideration of Indemnitee’s agreement to serve or continue to serve, as applicable, as director/manager of the Company
from and after the date hereof, the parties hereto, intending to be legally bound, hereby agree as follows:


1.          Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof.


(a)       Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section l(a) if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be made, a party
to or participant in any Proceeding other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a),
Indemnitee shall be indemnified against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably
incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such Proceeding or any claim, issue or matter therein,
if 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 Proceeding, had no reasonable cause to believe Indemnitee’s conduct was
unlawful.


(b)       Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of Indemnitee’s Company Status, Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee, or on Indemnitee’s behalf, in connection with such
Proceeding if 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; provided, however, if applicable law so provides, no indemnification against such Expenses
shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be
liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware (or such other court in which
the Proceeding is properly brought) shall determine that Indemnitee is fairly and reasonably entitled to indemnification.



     


     


    



(c)       Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent
that Indemnitee is, by reason of Indemnitee’s Company Status, a party to and is successful, on the merits or otherwise, in
any Proceeding, Indemnitee shall be indemnified to the maximum extent permitted by law, as such may be amended from time to time,
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If
Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less
than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or
matter. For purposes of this Section 1 and without limitation, the termination of any claim, issue or matter in such a Proceeding
by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


(d)       [Indemnification
of Appointing Unitholder. Without diminishing or impairing the obligations of the Company set forth in Section 14.02(b) of
the LLC Agreement, if (i) Indemnitee is or was affiliated with one or more venture capital funds or other investment entities
that has invested in the Company (an “Appointing Unitholder”) and (ii) the Appointing Unitholder
is, or is threatened to be made, a party to or a participant in any Proceeding relating to or arising by reason of Appointing Unitholder’s
appointment of or affiliation with Indemnitee or any other director/manager, including, without limitation, any alleged misappropriation
of a Company asset or corporate opportunity, any claim of misappropriation or infringement of intellectual property relating to
the Company, any alleged false or misleading statement or omission made by the Company (or on its behalf) or its employees or agents,
or any allegation of inappropriate control or influence over the Company or its Board members, officers, equity holders or debt
holders, then the Appointing Unitholder will be entitled to indemnification hereunder for Expenses to the same extent as Indemnitee,
and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of Expenses shall
apply to any such indemnification of Appointing Unitholder.]1


[The rights provided
to the Appointing Unitholder under this Section 2 shall (i) be suspended during any period during which the Appointing
Unitholder does not have a representative on the Company’s Board, and (ii) terminate on an initial public offering of the
units or common stock of a corporate successor or affiliate of the Company; provided, however, that in the event
of any such suspension or termination, the Appointing Unitholder’s rights to indemnification will not be suspended or terminated
with respect to any Proceeding based in whole or in part on facts and circumstances occurring at any time prior to such suspension
or termination regardless of whether the Proceeding arises before or after such suspension or termination. The Company and Indemnitee
agree that the Appointing Unitholder is an express third party beneficiary of the terms of this Section 1(d).]


2.          Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf if, by reason
of Indemnitee’s Company Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding
(including a Proceeding by or










 



1
NTD: Delete this section and revise/remove corresponding references for non-member appointed directors.


 






     


     


    




in the right of the Company), including, without limitation, all liability arising out of the negligence or
active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant
to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined
(under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


3.          Contribution.


(a)       Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending
or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), to the fullest extent permitted under applicable law, the Company shall pay, in the first instance, the entire
amount of any judgment or settlement of such action, suit or proceeding without requiring Indemnitee to contribute to such payment
and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not
enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of all claims asserted
against Indemnitee.


(b)       Without
diminishing or impairing the obligations of the Company set forth in the Section 3(a) above, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action,
suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
to the fullest extent permitted under applicable law, the Company shall contribute to the amount of Expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative
benefits received by the Company and all officers, managers or employees of the Company, other than Indemnitee, who are jointly
liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other
hand, from the transaction or events from which such action, suit or proceeding arose; provided, however, that the
proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by
reference to the relative fault of the Company and all officers, managers or employees of the Company other than Indemnitee who
are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee,
on the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement
amounts, as well as any other equitable considerations which applicable law may require to be considered. The relative fault of
the Company and all officers, managers or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee
(or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined
by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage,
the degree to which their liability is primary or secondary and the degree to which their conduct is active or passive. 


(c)       To
the fullest extent permitted under applicable law, the Company hereby agrees to fully indemnify and hold Indemnitee harmless from
any claims of contribution which may be brought by officers, managers, or employees of the Company, other than Indemnitee, who
may be jointly liable with Indemnitee.



     


     


    



(d)       To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses actually and
reasonably incurred, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as
is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits
received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or
(ii) the relative fault of the Company (and its managers, officers, employees and agents) and Indemnitee in connection with such
event(s) and/or transaction(s).


4.          Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of Indemnitee’s Company Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on Indemnitee’s behalf in connection therewith.


5.          Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses actually and reasonably
incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Company Status within
thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances
from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses actually and reasonably incurred by Indemnitee and shall include or be preceded or accompanied by a written
undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is
not entitled to be indemnified against such Expenses. Advances shall be made without regard to Indemnitee’s ability to repay
Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Agreement.
Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


6.          Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under applicable law, including, without limitation, the LLC Act
and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions shall
apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:


(a)       To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and
to what extent Indemnitee is entitled to indemnification. The Chief Executive Officer, President, Secretary or other appropriate
officer of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee
has requested indemnification. Notwithstanding the foregoing, any failure of Indemnitee to provide such a request to the Company,
or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee
unless, and to the extent that, such



     


     


    

failure actually and materially prejudices the interests of the Company its affiliates and
subsidiaries.


(b)       Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board (1) by a majority vote of the Disinterested Managers, even though less than a quorum,
(2) by a committee of Disinterested Managers designated by a majority vote of the Disinterested Managers, even though less than
a quorum, (3) if there are no Disinterested Managers or if the Disinterested Managers so direct, by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee, or (4) if so directed by the Board, by the members of the
Company.


(c)       If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by
the Board and written notice of such selection shall be given to Indemnitee. Indemnitee may, within ten (10) days after such written
notice of selection of Independent Counsel shall have been given, deliver to the Company a written objection to such selection;
provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does
not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competant jurisdiction has determined
that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for indemnification
pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either the Company
or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for resolution
of any objection which shall have been made by Indemnitee to the Board’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate, and
the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under
Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel incurred by such
Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all reasonable
fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel
was selected or appointed.


(d)       In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its managers or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the
Company (including by its managers or Independent Counsel) that Indemnitee has not met such



     


     


    

applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


(e)       To
the fullest extent permitted by applicable law, including the LLC Act, Indemnitee shall be deemed to have acted in good faith if
Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements, or on
information supplied to Indemnitee by the officers of the Enterprise in the course of their duties, or on the advice of legal counsel
for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant
or by an appraiser or other expert selected with reasonable care by the Enterprise. In addition, the knowledge and/or actions,
or failure to act, of any director/manager, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for
purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section
6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


(f)       If
the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall, to the fullest extent permitted by applicable law, including the LLC Act,
be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided,
however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty (30)
days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires
such additional time to obtain or evaluate documentation and/or information relating thereto; and provided, further,
that the foregoing provisions of this Section 6(f) shall not apply if the determination of entitlement to indemnification
is to be made by the members of the Company pursuant to Section 6(b) of this Agreement and if (A) within fifteen (15) days
after receipt by the Company of the request for such determination, the Board or the Disinterested Managers, if appropriate, resolve
to submit such determination to the members for their consideration thereof at the next regularly scheduled meeting of the members,
to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of
members is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting is held
for such purpose within sixty (60) days after having been so called and at which, such determination is made.


(g)       Indemnitee
shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any Independent Counsel, member of the Board or member of the Company shall act reasonably
and in good faith in making a determination regarding Indemnitee’s entitlement to indemnification under this Agreement.
Any costs or expenses (including reasonable attorneys’



     


     


    

fees and disbursements) incurred by Indemnitee in so cooperating
with the person, persons or entity making such determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless
therefrom.


(h)       The
Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to
avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement
of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee
has been successful on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


(i)       The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a
plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


7.          Remedies
of Indemnitee.


(a)       In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no
determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to this
Agreement within ten (10) days after receipt by the Company of a written request therefor, (v) payment of indemnification is not
made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 6 of this Agreement, or (vi) the Company or any other person 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 an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction,
of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within
one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 7(a); provided, however, that the foregoing clause shall not apply in respect of any proceeding
brought by Indemnitee to enforce Indemnitee’s rights under Section 4 of this Agreement. The Company shall not oppose
Indemnitee’s right to seek any such adjudication. 


(b)      In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding



     


     


    

commenced pursuant to this Section 7 shall be conducted in all respects as a
de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


(c)      If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


(d)      In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under,
or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the
types described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by Indemnitee
in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of expenses or insurance recovery.


(e)      The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company
is bound by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses actually
and reasonably incurred and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written
request therefore) advance, to the extent not prohibited by law, such Expenses to Indemnitee, which are actually and reasonably
incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification or advance of Expenses from the
Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company,
regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance
recovery, as the case may be.


(f)       Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


8.          Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


(a)       The
rights of indemnification and the right to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the LLC Agreement, any agreement, a vote
of members, a resolution of managers of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any
provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted
by such Indemnitee in Indemnitee’s Company Status prior to such amendment, alteration or repeal. To the extent that a change in the LLC
Act, whether by statute or judicial decision, permits greater indemnification or advancement of expenses than would be afforded
currently under the



     


     


    

LLC Agreement and this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy
shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other right or remedy.


(b)       To
the extent that the Company or its affiliates or subsidiaries maintain an insurance policy or policies providing liability insurance
for managers, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, limited liability
company, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company,
Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage
available for any director/manager, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the
receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance
in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures
set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies.


(c)       [The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance
provided by Indemnitee’s employer or other third parties and certain of their affiliates (collectively, the “Other
Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations
to Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the
same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount
of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts
paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the LLC Agreement of the
Company (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the
Other Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims
against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further
agrees that no advancement or payment by the Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee
has sought indemnification from the Company shall affect the foregoing and the Other Indemnitors shall have a right of contribution
and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company.
The Company and Indemnitee agree that the Other Indemnitors are express third party beneficiaries of the terms of this Section 8(c).]2


(d)       Except
as provided in Section 8(c) above, 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
(other than against the Other Indemnitors), who shall execute all papers required and take all action necessary to secure such
rights, including







 






2
NTD: Delete this section and revise/remove corresponding references for non-member appointed directors.


 



     


     


    



execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


(e)      Except
as provided in Section 8(c) above, the Company shall not be liable under this Agreement to make any payment of amounts otherwise
indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise and has no obligation to return or repay such funds.


(f)        Except
as provided in Section 8(c) above, the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director/manager, officer, employee or agent of any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any
amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other enterprise. The Company shall not adopt any amendment
to the LLC Agreement, the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification under
this Agreement.


9.          Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


(a)       for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision, provided, that the foregoing
shall not affect the rights of Indemnitee or the Other Indemnitors set forth in Section 8(c) above; or


(b)       for
an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company its
affiliates or subsidiaries within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of state statutory law or common law; or


(c)       except
as otherwise expressly contemplated by this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its managers,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation, or (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the
Company under applicable law.


10.         Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
a director/manager of the Company (or is or was serving at the request of the Company as a director/manager, officer, employee
or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise) and shall continue
thereafter so long as Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof)
by reason of Indemnitee’s Company Status, whether or not Indemnitee is acting or serving in any such capacity at the time
any liability or expense is incurred for which indemnification can be



     


     


    

provided under this Agreement. This
Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors
(including any direct or indirect successor by reorganization, purchase, merger, consolidation or otherwise to all or substantially
all of the business, units or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


11.         Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other collateral.
Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of Indemnitee.


12.         Enforcement.


(a)       The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director/manager of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director/manager of the Company.


(b)       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, written and implied, between the parties hereto with respect to the subject matter
hereof.


(c)       The
Company shall not seek from a court, or agree to, a "bar order" which would have the effect of prohibiting or limiting
Indemnitee’s rights to receive advancement of expenses under this Agreement.


13.         Definitions.
For purposes of this Agreement:


(a)     “Company
Status” means the status of a person who is or was a director/manager, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise
that such person is or was serving at the express written request of the Company.


(b)      “Disinterested
Manager” means a director/manager of the Company who is not and was not a party to the Proceeding in respect of which
indemnification is sought by Indemnitee.


(c)       “Enterprise”
shall mean the Company and any other corporation, partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director/manager,
officer, employee, agent or fiduciary.


(d)     “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements
or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a request to provide discovery
in any



     


     


    

Proceeding. Expenses also shall include
Expenses actually and reasonably incurred in connection with any appeal resulting from any Proceeding, including without limitation
the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal bond or its equivalent.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


(e)     “Independent
Counsel” means a law firm, or a member of a law firm, or a solo practitioner that is experienced and licensed in matters
of limited liability company law in the relevant jurisdiction and neither presently is, nor in the past five years has been, retained
to represent (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements), or (ii) any
other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights
under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


(f)    “Proceeding”
includes any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by or in the right of
the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is or will be involved
as a party or otherwise, by reason of Indemnitee’s Company Status, by reason of any action taken by Indemnitee or of any
inaction on Indemnitee’s part while acting in Indemnitee’s Company Status; in each case whether or not Indemnitee is
acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided
under this Agreement; including one pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee
pursuant to Section 7 of this Agreement to enforce Indemnitee’s rights under this Agreement.


14.         Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.
Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Unitholder shall in no
way affect the validity or enforceability of any provision hereof as to the other. Without limiting the generality of the foregoing,
this Agreement is intended to confer upon Indemnitee and Appointing Unitholder indemnification rights to the fullest extent permitted
by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision shall be deemed modified,
consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


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



     


     


    

16.         Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


17.         Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during
normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having
been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:





	(a)	To Indemnitee at the address set forth below Indemnitee signature hereto.
	 	 
	(b)	To the Company at:
	 	 
	 	
        Century Therapeutics, LLC

        3675 Market Street

        Philadelphia PA 19104

        Attention: Chief Executive Officer

        

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

        

	 	 
	 	
        c/o Century Therapeutics, Inc.

        3675 Market Street

        Philadelphia PA 19104

        Attention: Chief Executive Officer

        









or to such other
address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


18.         Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same the same instrument. Counterparts
may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal
ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for
all purposes.


19.         Headings.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part
of this Agreement or to affect the construction thereof. 


20.         Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and
construed and enforced in accordance with,



     


     


    

the laws of the State of Delaware, without regard to its conflict of laws rules.
The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or
in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the
 “Delaware Court”), and not in any other state or federal court in the United States of America or any
court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any
action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection to the laying of venue of
any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to make, any claim that any
such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.


[SIGNATURE PAGE FOLLOWS]


 



     


     


    

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





	 	 	CENTURY THERAPEUTICS, LLC
	 	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	 	 	 	 
	 	 	INDEMNITEE
	 	 	 
	 	 	 
	 	 	Name:	 
	 	 	 
	 	 	 
	 	Address: 	 
	 	 	 


 


Last updated August 2013