Exhibit 10.4


 


AKOYA BIOSCIENCES, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement, dated _______ __, 2021, is made between Akoya BioSciences, Inc., a Delaware corporation (the “Company”),
and [______________] (the “Indemnitee”).


 


RECITALS


 


WHEREAS, the
Company desires to attract and retain the services of talented and experienced individuals, such as Indemnitee, to serve as directors
and officers of the Company and its subsidiaries and wishes to indemnify its directors and officers to the maximum extent permitted
by law;


 


WHEREAS, the
Company and Indemnitee recognize that corporate litigation in general has subjected directors and officers to expensive litigation
risks;


 


WHEREAS, Section 145
(“Section 145”) of the General Corporation Law of the State of Delaware, as amended (“DGCL”),
under which the Company is organized, empowers the Company to indemnify its directors and officers by agreement and to indemnify
persons who serve, at the request of the Company, as the directors and officers of other corporations or enterprises, and expressly
provides that the indemnification provided by Section 145 is not exclusive;


 


WHEREAS, Section 145(g) of
the DGCL allows for the purchase of director and officer (“D&O”) liability insurance by the Company,
which in theory can cover asserted liabilities without regard to whether they are indemnifiable by the Company or not;


 


WHEREAS, individuals
considering service or presently serving expect to be extended market terms of indemnification commensurate with their position,
and that entities such as Company will endeavor to maintain appropriate D&O insurance; and


 


WHEREAS, in
order to induce Indemnitee to serve or continue to serve as a director or officer of the Company and/or one or more subsidiaries
of the Company, or otherwise serve the Company in an indemnifiable capacity as set forth below, the Company and Indemnitee enter
into this Agreement.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the mutual covenants made herein and other good and valuable consideration, the receipt and sufficiency of
which are mutually acknowledged, Indemnitee and the Company agree as follows:


 


1.            Definitions.
As used in this Agreement:


 


(a)            “Agent”
means any person who is or was a director, officer, employee or other agent of the Company or a subsidiary of the Company; or is
or was serving at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company
as a director, officer, employee, fiduciary, or agent of another foreign or domestic corporation, limited liability company, employee
benefit plan, nonprofit entity, partnership, joint venture, trust or other enterprise; or was a director, officer, employee, fiduciary,
or agent of a foreign or domestic corporation which was a predecessor corporation of the Company or a subsidiary of the Company,
or was a director, officer, employee, fiduciary, or agent of another enterprise at the request of, for the convenience of, or to
represent the interests of such predecessor corporation.


 






     

     


    

 


(b)            “Board”
means the Board of Directors of the Company.


 


(c)            “Change
in Control” shall be deemed to have occurred if (i) any “person,” as such term is used in Sections
13(d) and 14(d) of the Exchange Act, other than a trustee or other fiduciary holding securities under an employee benefit
plan of the Company or a corporation owned directly or indirectly by the stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of the Company representing a majority of the total voting power
represented by the Company’s then outstanding voting securities, (ii) during any period of two (2) consecutive
years, individuals who at the beginning of such period constituted the Board, together with any new directors whose election by
the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of
the directors then still in office who either were directors at the beginning of the period or whose election or nomination was
previously so approved, cease for any reason to constitute a majority of the Board, (iii) the stockholders of the Company
approve a merger or consolidation or a sale of all or substantially all of the Company’s assets with or to another entity,
other than a merger, consolidation or asset sale that would result in the holders of the Company’s outstanding voting securities
immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity) at least a majority of the total voting power represented by the voting securities of the Company or such
surviving or successor entity outstanding immediately thereafter, or (iv) the stockholders of the Company approve a plan of
complete liquidation of the Company.


 


(d)            “ERISA”
means Employee Retirement Income Security Act of 1974, as amended.


 


(e)            “Exchange
Act” means Securities Exchange Act of 1934, as amended.


 


(f)             “Expenses”
shall include all out-of-pocket costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees
and related costs and disbursements), actually and reasonably incurred by Indemnitee in connection with either the investigation,
defense, or appeal of a Proceeding, or establishing or enforcing a right to indemnification under this Agreement, or Section 145
or otherwise; provided, however, that “Expenses” shall not include any judgments, fines, ERISA
excise taxes or penalties, or amounts paid in settlement of a Proceeding.


 


(g)            “Final
Adjudication” and “finally adjudged” means a final judgment or other binding determination
from which there is no further procedural recourse, including without limitation following exhaustion or expiration of all available
appeals.


 


(h)            “Independent
Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in relevant
matters of corporation law and neither currently 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 or (ii) any other party to or witness in the proceeding giving rise
to a claim for indemnification hereunder; provided however, that “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. Where required by this
Agreement, Independent Counsel shall be retained at the Company’s sole expense.


 


(i)             “Proceeding”
means any threatened, pending, or completed action, claim, demand, discovery request, subpoena, hearing, suit, arbitration, alternate
dispute resolution mechanism, investigation, administrative hearing, or any other proceeding whether formal or informal, civil,
criminal, administrative, or investigative, including any such investigation or proceeding instituted by or on behalf of the Company
or its Board of Directors, including any appeal of the foregoing, in which Indemnitee is or reasonably may be involved as a party
or target, that is associated with Indemnitee’s being an Agent of the Company.


 






     

     


    

 


(j)             “Securities
Act” means the Securities Act of 1933, as amended.


 


(k)            “Subsidiary”
means any corporation of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company,
by the Company and/or one or more other subsidiaries.


 


2.            Agreement
to Serve. Indemnitee agrees to serve and/or continue to serve as an Agent of the Company, at its will (or under separate agreement,
if such agreement exists), in the capacity Indemnitee currently serves as an Agent of the Company, so long as Indemnitee is duly
appointed or elected and qualified in accordance with the applicable provisions of the Bylaws of the Company (“Bylaws”)
or any subsidiary of the Company or until such time as Indemnitee tenders his or her resignation in writing; provided, however,
that nothing contained in this Agreement is intended to create any right to continued employment or other service by Indemnitee.


 


3.            Liability
Insurance.


 


(a)            Maintenance
of D&O Insurance. The Company covenants and agrees that, so long as Indemnitee shall continue to serve as an Agent of the
Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding by reason of the fact that Indemnitee
was an Agent of the Company, the Company, subject to Section 3(c), shall promptly obtain and maintain in full force
and effect directors’ and officers’ liability insurance (“D&O Insurance”) in reasonable
amounts from established and reputable insurers of a minimum A.M. Best rating of A-VII, and as more fully described below.
In the event of a Change in Control, the Company shall, as set forth in Section 3(c), either: (i) maintain such
D&O Insurance for six (6) years; or (ii) purchase a six (6) year tail for such D&O Insurance.


 


(b)            Rights
and Benefits. In all policies of D&O Insurance, Indemnitee shall qualify 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 Agents of the same
standing as Indemnitee.


 


(c)            Limitation
on Required Maintenance of D&O Insurance. Notwithstanding the foregoing, the Company shall have no obligation to obtain
or maintain D&O Insurance at all, or of any type, terms, or amount, if the Company determines in good faith and after using
commercially reasonable efforts that: such insurance is not reasonably available; the premium costs for such insurance are disproportionate
to the amount of coverage provided; the coverage provided by such insurance is limited so as to provide an insufficient or unreasonable
benefit; Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; or the Company is to be acquired
and a tail policy of reasonable terms and duration can be purchased for pre-closing acts or omissions by Indemnitee.


 


4.            Mandatory
Indemnification. Subject to the terms of this Agreement:


 


(a)            Third
Party Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other
than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was an Agent of the Company, or by
reason of anything done or not done by Indemnitee in any such capacity, the Company shall indemnify Indemnitee against all Expenses
and liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes and penalties, and
amounts paid in settlement) actually and reasonably incurred by Indemnitee in connection with the investigation, defense, settlement
or appeal of such Proceeding; provided 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 his or her conduct was unlawful.


 






     

     


    

 


(b)            Derivative
Actions. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the
right of the Company by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or
not done by Indemnitee in any such capacity, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee in connection with the investigation, defense, settlement or appeal of such Proceeding; provided
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; except that no indemnification under this Section 4(b) shall be made in respect to any claim,
issue or matter as to which Indemnitee shall have been finally adjudged to be liable to the Company by a court of competent jurisdiction
that the Indemnitee is liable to the Company, unless and only to the extent that the Delaware Court of Chancery or the court in
which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such amounts which the Delaware
Court of Chancery or such other court shall deem proper.


 


(c)            Actions
where Indemnitee is Deceased. If Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding
by reason of the fact that Indemnitee is or was an Agent of the Company, or by reason of anything done or not done by Indemnitee
in any such capacity, and if, prior to, during the pendency of or after completion of such Proceeding Indemnitee is deceased, the
Company shall indemnify Indemnitee’s heirs, executors and administrators against all Expenses and liabilities of any type
whatsoever to the extent Indemnitee would have been entitled to indemnification pursuant to this Agreement were Indemnitee still
alive.


 


(d)            Certain
Terminations. 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 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 action or Proceeding, that
Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 


(e)            Limitations.
Notwithstanding the foregoing provisions of Sections 4(a), 4(b), 4(c) and 4(d), but subject
to the exception set forth in Section 13 which shall control, the Company shall not be obligated to indemnify the Indemnitee
for Expenses or liabilities of any type whatsoever for which payment (and the Company’s indemnification obligations under
this Agreement shall be reduced by such payment) is actually made to or on behalf of Indemnitee, by the Company or otherwise, under
a corporate insurance policy, or under a valid and enforceable indemnity clause, right, by-law, or agreement; and, in the event
the Company has previously made a payment to Indemnitee for an Expense or liability of any type whatsoever for which payment is
actually made to or on behalf of the Indemnitee from any such source, Indemnitee shall return to the Company the amounts subsequently
received by the Indemnitee that source.


 


(f)            Witness.
In the event that Indemnitee is not a party or threatened to be made a party to a Proceeding, but is subpoenaed (or given a written
request to be interviewed by or provide documents or information to a government authority of any jurisdiction) in such a Proceeding
by reason of the fact that the Indemnitee is or was an Agent of the Company, or by reason of anything witnessed or allegedly witnessed
by the Indemnitee in that capacity, the Company shall indemnify the Indemnitee against all actually and reasonably incurred out
of pocket costs (including without limitation legal fees) incurred by the Indemnitee in responding to such subpoena or written
request for an interview. As a condition to this right, Indemnitee must provide notice of such subpoena or request to the
Company within 14 days, otherwise the Company’s obligation to pay such costs shall only attach for costs incurred from the
date of notice.


 






     

     


    

 


5.            Indemnification
for Expenses in a Proceeding in Which Indemnitee is Wholly or Partly Successful.


 


(a)            Successful
Defense. Notwithstanding any other provisions of this Agreement, to the extent Indemnitee has been successful, on the merits
or otherwise, in defense of any Proceeding (including, without limitation, an action by or in the right of the Company) in which
Indemnitee was a party by reason of the fact that Indemnitee is or was an Agent of the Company at any time, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with the investigation,
defense or appeal of such Proceeding.


 


(b)            Partially
Successful Defense. Notwithstanding any other provisions of this Agreement, to the extent that Indemnitee is a party to any
Proceeding (including, without limitation, an action by or in the right of the Company) in which Indemnitee was a party by reason
of the fact that Indemnitee is or was an Agent of the Company at any time and 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 or on behalf of Indemnitee in connection with each successfully resolved claim, issue
or matter.


 


(c)            Dismissal.
For purposes of this section 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)            Contribution.
If the indemnification provided in this Agreement is unavailable and may not be paid to Indemnitee, then to the extent allowed
by law, in respect of any threatened, pending or completed Proceeding in which the Company is jointly liable with Indemnitee (or
would be if joined in such Proceeding), the Company shall contribute to the amount of expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in such proportion
as is appropriate to reflect (i) the relative benefits received by the Company on the one hand and Indemnitee on the other
hand from the transaction from which such Proceeding arose, and (ii) the relative fault of Company on the one hand and of
Indemnitee on the other in connection with the events which resulted in such expenses, judgments, fines or settlement amounts,
as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of Indemnitee on
the other shall be determined by reference to, among other things, the parties' relative intent, knowledge, access to information,
active or passive conduct, and opportunity to correct or prevent the circumstances resulting in such expenses, judgments, fines
or settlement amounts. The Company agrees that it would not be just and equitable if contribution pursuant to this section were
determined by pro rata allocation or any other method of allocation which does not take account of the foregoing equitable considerations.


 


(e)            Settlements
by Company. The Company may not settle any claim held by Indemnitee without express written consent of Indemnitee, which may
be given or withheld in Indemnitee’s sole discretion.


 






     

     


    

 


6.            Mandatory
Advancement of Expenses.


 


(a)            Subject
to the terms of this Agreement and following notice pursuant to Section 7(a) below, the Company shall advance,
interest free, all Expenses reasonably incurred by Indemnitee in connection with the investigation, defense, settlement or appeal
of any Proceeding to which Indemnitee is a party or is threatened to be made a party by reason of the fact that Indemnitee is or
was an Agent of the Company (unless there has been a Final Adjudication such that Indemnitee is not entitled to indemnification
for such Expenses) upon receipt satisfactory documentation supporting such Expenses. Such advances are intended to be an obligation
of the Company to Indemnitee hereunder and shall in no event be deemed to be a personal loan. Such advancement of Expenses shall
otherwise be unsecured and without regard to Indemnitee’s ability to repay. The advances to be made hereunder shall be paid
by the Company to Indemnitee within 30 days following delivery of a written request therefore by Indemnitee to the Company, along
with such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether
and to what extent the claimant is entitled to advancement (which shall include without limitation reasonably detailed invoices
for legal services, but with disclosure of confidential work product not required if that would work a waiver of privilege as to
an adverse party). The Company shall discharge its advancement duty by, at its option, (a) paying such Expenses on behalf
of Indemnitee, (b) advancing to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimbursing Indemnitee
for Expenses already paid by Indemnitee. In the event that the Company fails to pay Expenses as incurred by Indemnitee as required
by this paragraph, Indemnitee may seek mandatory injunctive relief (including without limitation specific performance) from
any court having jurisdiction to require the Company to pay Expenses as set forth in this paragraph. If Indemnitee seeks mandatory
injunctive relief pursuant to this paragraph, it shall not be a defense to enforcement of the Company’s obligations set forth
in this paragraph that Indemnitee has an adequate remedy at law for damages.


 


(b)            Undertakings.
Indemnitee shall qualify for advances upon the execution and delivery to the Company of this Agreement, which constitutes an undertaking
whereby Indemnitee promises to repay any amounts advanced if and to the extent that it shall ultimately be determined that Indemnitee
is not entitled to indemnification by the Company.


 


7.            Notice
and Other Indemnification Procedures.


 


(a)            Notice
by Indemnitee. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of commencement of any Proceeding, Indemnitee
shall, if Indemnitee believes that indemnification with respect thereto may be sought from the Company under this Agreement, notify
the Company in writing of the commencement or threat of commencement thereof provided, however, that a delay in giving
such notice will not deprive Indemnitee of any right to be indemnified under this Agreement unless, and then only to the extent
that, the Company did not otherwise learn of the Proceeding and such delay is materially prejudicial to the Company; provided,
further, that notice will be deemed to have been given without any action on the part of Indemnitee in the event the Company
is a party to the same Proceeding and already has notice of all the matters for which Indemnitee is demanding indemnification and
advancement.


 


(b)            Insurance.
If the Company receives notice pursuant to Section 7(a)  of the commencement of a Proceeding that may be covered
under D&O Insurance then 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.


 






     

     


    

 


(c)            Defense.
In the event the Company shall be obligated to pay the Expenses of any Proceeding against Indemnitee, the Company shall be entitled
to assume the defense of such Proceeding, with counsel selected by the Company and approved by Indemnitee (which approval shall
not be unreasonably withheld), upon the delivery to Indemnitee of written notice of the Company’s election so to do. After
delivery of such notice, and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided that
(i) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at Indemnitee’s expense;
and (ii) Indemnitee shall have the right to employ his or her own counsel in any such Proceeding at the Company’s expense
if (A) the Company has authorized the employment of counsel by Indemnitee at the expense of the Company; (B) Indemnitee
shall have reasonably concluded based on the written advice of Indemnitee’s legal counsel that there may be a conflict of
interest between the Company and Indemnitee in the conduct of any such defense; or (C) the Company shall not, in fact, have
employed counsel to assume the defense of such Proceeding. In addition to all the requirements above, if the Company has D&O
Insurance, or other insurance, with a panel counsel requirement that may cover the matter for which indemnity is claimed by Indemnitee,
then Indemnitee shall use such panel counsel or other counsel approved by the insurers, unless there is an actual conflict of interest
posed by representation by all such counsel, or unless and to the extent Company waives such requirement in writing. Indemnitee
and his or her counsel shall provide reasonable cooperation with such insurer on request of the Company.


 


8.            Right
to Indemnification.


 


(a)            Right
to Indemnification. In the event that Section 5(a) is inapplicable, the Company shall indemnify Indemnitee
pursuant to this Agreement unless, and except to the extent that, it shall have been determined by one of the methods listed in
Section 8(b) that Indemnitee has not met the applicable standard of conduct required to entitle Indemnitee to
such indemnification.


 


(b)            Determination
of Right to Indemnification. A determination of Indemnitee’s right to indemnification under this Section 8
shall be made at the election: (i) by a majority vote of directors who are not parties to the Proceeding for which indemnification
is being sought, even though less than a quorum; (ii) by a committee of the Board consisting of directors who are not parties
to the Proceeding for which indemnification is being sought, who, even though less than a quorum, have been designated by a majority
vote of the disinterested directors; (iii) if there are no such disinterested directors or if the disinterested directors
so direct, by Independent Counsel chosen by the Company in a written opinion to the Board, a copy of which shall be delivered to
Indemnitee; or (iv) by the Company’s stockholders. However, in the event there has been a Change in Control, then the
determination shall, at Indemnitee’s sole option, be made by Independent Counsel as in (b)(iii) above, with Company
choosing the Independent Counsel subject to Indemnitee’s consent, such consent not to be unreasonably withheld.


 


(c)            Submission
for Decision. As soon as practicable, and in no event later than 30 days after Indemnitee’s written request for indemnification,
the Board shall select the method for determining Indemnitee’s right to indemnification. Indemnitee shall cooperate with
the person or persons or entity making such determination with respect to Indemnitee’s right 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 or member of the Board shall act reasonably and in good faith in making a determination regarding Indemnitee’s
entitlement to indemnification under this Agreement.


 


(d)            Application
to Court. If (i) a claim for indemnification or advancement of Expenses is denied, in whole or in part, (ii) no disposition
of such claim is made by the Company within 60 days after the request therefore, (iii) the advancement of Expenses is not
timely made pursuant to Section 6 of this Agreement or (iv) payment of indemnification is not made pursuant to
Section 5 of this Agreement, Indemnitee shall have the right at his or her option to apply to the Delaware Court
of Chancery, the court in which the Proceeding is or was pending, or any other court of competent jurisdiction, for the purpose
of enforcing Indemnitee’s right to indemnification (including the advancement of Expenses) pursuant to this Agreement. Upon
written request by Indemnitee, the Company shall consent to service of process.


 






     

     


    

 


(e)            Expenses
Related to the Enforcement or Interpretation of this Agreement. The Company shall indemnify Indemnitee against all reasonable
Expenses incurred by Indemnitee in connection with any hearing or proceeding under this Section 8 involving Indemnitee,
and against all reasonable Expenses incurred by Indemnitee in connection with any other proceeding between the Company and Indemnitee
to the extent involving the interpretation or enforcement of the rights of Indemnitee under this Agreement, if and to the extent
Indemnitee is successful.


 


(f)             Determination
of Final Adjudication. In no event shall Indemnitee’s right to indemnification (apart from advancement of Expenses) be
determined prior to a Final Adjudication in a Proceeding at issue if the Proceeding is both ongoing, and of the nature to have
a Final Adjudication, unless a Final Adjudication in another Proceeding establishes that Indemnitee is not entitled to indemnification
in the first Proceeding


 


(g)            Standard.
In any proceeding to determine Indemnitee’s right to indemnification or advancement, Indemnitee shall be presumed to
be entitled to indemnification or advancement, with the burden of proof on the Company to prove, by a preponderance of the evidence
(or higher standard if required by relevant law) that Indemnitee is not so entitled.


 


(h)            Good
Faith. Indemnitee shall be fully indemnified for those matters where, in the performance of his or her duties for the Company,
he or she relied in good faith upon the records of the Company and upon such information, opinions, reports or statements presented
to the Company by any of the Company’s officers or employees, or committees of the board of directors, or by any other person
as to matters Indemnitee reasonably believed were within such other person’s professional or expert competence and who was
selected with reasonable care by or on behalf of the Company.


 


9.            Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated:


 


(a)            Claims
Initiated by Indemnitee. To indemnify or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or
brought voluntarily by Indemnitee (including cross actions), with a reasonable allocation where appropriate, unless (i) such
indemnification is expressly required to be made by law, (ii) the Proceeding was authorized by the Board, (iii) such
indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the DGCL
or (iv) the Proceeding is brought pursuant to Section 8 specifically to establish or enforce a right to indemnification
under this Agreement or any other statute or law or otherwise as required under Section 145 in advance of a Final Adjudication,
in which case Section 8(e) provision shall control. For clarity, the raising of defenses by the Company by way
of argument or affirmative defenses in an Indemnitee-initiated Proceeding against the Company shall not themselves be deemed to
be a Proceeding.


 


(b)            Fees
on Fees. To indemnify Indemnitee for any Expenses incurred by Indemnitee with respect to any Proceeding instituted by Indemnitee
to enforce or interpret this Agreement, to the extent Indemnitee is not successful in such a Proceeding.


 


(c)            Unauthorized
Settlements. To indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding unless the Company
consents to such settlement, which consent shall not be unreasonably withheld.


 


(d)            Claims
Under Section 16(b). To indemnify Indemnitee for Expenses associated with any Proceeding related to, or the payment of
profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of
Section 16(b) of the Exchange Act, or similar provisions of state statutory law or common law (provided, however, that
the Company must advance Expenses for such matters as otherwise permissible under this Agreement).


 






     

     


    

 


(e)            Payments
Contrary to Law. To indemnify or advance Expenses to Indemnitee for which payment is prohibited by applicable law.


 


(f)             Required
Reimbursement. To indemnify Indemnitee for any reimbursement of the Company by Indemnitee of any compensation, including bonus
or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the
Company, as required in each case under the Securities Act or the Exchange Act (including without limitation reimbursements that
(i) arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002, as
amended (“Sarbanes-Oxley”) or the payment to the Company of profits arising from the purchase and sale
by Indemnitee of securities in violation of Section 306 of Sarbanes-Oxley, or (ii) arise pursuant to regulations or policies
adopted in compliance with Section 954 of the Investor Protection and Securities Reform Act of 2010, as amended).


 


10.          Non-Exclusivity.
The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not be deemed exclusive of any
other rights which Indemnitee may have under any provision of law, the Company’s Certificate of Incorporation or Bylaws,
the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to action in Indemnitee’s
official capacity and as to action in another capacity while occupying Indemnitee’s position as an Agent of the Company.
Indemnitee’s rights hereunder shall continue after Indemnitee has ceased acting as an Agent of the Company and shall inure
to the benefit of the heirs, executors and administrators of Indemnitee. This Agreement shall supersede all prior indemnification
agreements with the Company; provided, Indemnitee is entitled to any advancement or indemnification rights (pursuant
to the Company’s Certificate of Incorporation, Bylaws, a prior indemnification agreement, or other agreement) in effect at
the time of Indemnitee’s service that is at issue in the matter potentially subject to indemnification, to the extent such
rights are more favorable to Indemnitee than those granted herein.


 


11.          Permitted
Defenses. It shall be a defense to any action for which a claim for indemnification is made under this Agreement (other than
an action brought to enforce a claim for Expenses pursuant to Section 6; provided that the required documents
have been tendered to the Company) that Indemnitee is not entitled to indemnification because of the limitations set forth in Sections 4
and 9 . Neither the failure of the Company or an Independent Counsel to have made a determination prior to the commencement
of such enforcement action that indemnification of Indemnitee is proper in the circumstances, nor an actual determination by the
Company or an Independent Counsel that such indemnification is improper, shall be a defense to the action or create a presumption
that Indemnitee is not entitled to indemnification under this Agreement or otherwise. In making any determination concerning Indemnitee’s
right to indemnification, there shall be a presumption that Indemnitee has satisfied the applicable standard of conduct. Any determination
by the Company concerning Indemnitee’s right to indemnification that is adverse to Indemnitee may be challenged by the Indemnitee
in the Court of Chancery of the State of Delaware.


 


12.          Subrogation.
Subject to the limitations of Section 13, in the event the Company is obligated to make a 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 documents reasonably required and take all action that may be necessary to secure such rights and to enable the Company effectively
to bring suit to enforce such rights (provided that the Company pays Indemnitee’s costs and expenses of doing so), including
without limitation by assigning all such rights to the Company or its designee to the extent of such indemnification or advancement
of Expenses. Subject to the limitations of Section 13, the Company’s obligation to indemnify or advance expenses
under this Agreement shall be reduced by any amount Indemnitee has collected from such other source, and in the event that Company
has fully paid such indemnity or expenses, Indemnitee shall return to the Company any amounts subsequently received from such
other source of indemnification.


 






     

     


    

 


13.          Primacy
of Indemnification. The Company acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses,
or liability insurance, neither procured or provided by the Company (including for this section any parent, affiliate, subsidiary,
investment vehicle, or joint venture of the Company) nor any entity Indemnitee served or is serving at the direction of the Company,
from a third party (collectively, the “Third Party Indemnitors”). The Company agrees that (i) it
is the indemnitor of first resort, i.e., its obligations to Indemnitee under this Agreement and any indemnity provisions
set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”)
are primary, and any obligation of the Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses
or liabilities incurred by Indemnitee is secondary and excess, (ii) it shall 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
by or on behalf of Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to
any rights Indemnitee may have against the Third Party Indemnitors, and (iii) it irrevocably waives, relinquishes and releases
the Third Party Indemnitors from any claims against the Third Party Indemnitors for contribution, subrogation or any other recovery
of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification
payment by any Third Party Indemnitor on behalf of Indemnitee shall affect the foregoing, and the Third Party Indemnitors shall
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 Third Party Indemnitors are express third party beneficiaries of the terms of this Section 13.
The Company, on its own behalf and on behalf of its insurers to the extent allowed by its insurance policies, waives subrogation
rights against Indemnitee and Third Party Indemnitors.


 


14.          No
Imputation. The knowledge or actions, or failure to act, of any director, officer, employee, or agent of the Company, or the
Company itself shall not be imputed to Indemnitee for the purpose of determining Indemnitee’s rights hereunder.


 


15.          Survival
of Rights.


 


(a)            All
agreements and obligations of the Company contained herein shall continue during the period Indemnitee is an Agent of the Company
and shall continue thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed
Proceeding by reason of the fact that Indemnitee was serving in the capacity referred to herein.


 


(b)            The
Company shall require any successor to the Company (whether direct or indirect, by purchase, merger, consolidation or otherwise)
to all or substantially all of the business or assets of the Company, 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.


 


16.          Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
(i) the validity, legality and enforceability of the remaining provisions of the Agreement (including, without limitation,
all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
are not themselves invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (ii) to the
fullest extent possible, such remaining provisions shall be construed so as to give effect to the intent manifested by the provision
held invalid, illegal, or unenforceable.


 






     

     


    

 


17.          Modification
and Waiver. No supplement, modification, or amendment of this Agreement shall be binding unless it is in a writing signed 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 (even if similar) nor shall such waiver constitute a continuing waiver.


 


18.          Notice.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given (a) upon delivery if delivered by hand to the party to whom such notice or other communication shall have been
directed, (b) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the third business
day after the date on which it is so mailed, (c) one (1) business day after the business day of deposit with a nationally
recognized overnight delivery service, specifying next day delivery, with written verification of receipt, or (d) on
the same day as delivered by electronic transmission if delivered during business hours or on the next successive business day
if delivered by electronic transmission after business hours. Addresses for notice to either party shall be as shown on the signature
page of this Agreement, or to such other address as may have been furnished by either party in the manner set forth above.


 


19.          Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware as applied
to contracts between Delaware residents entered into and to be performed entirely within Delaware. This Agreement is intended to
be an agreement of the type contemplated by Section 145(f) of the DGCL.


 


20.          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 Agreement, and electronically transmitted signatures shall be valid.


 


(Signature page follows)


 









     

     


    

 


The parties hereto
have entered into this Indemnification Agreement, including the undertaking contained herein, effective as of the date first above
written.


 


	Company:
	 
	AKOYA BIOSCIENCES, INC.
	 
	By:	 	 
	Name:
	Title:




 









     

     


    

 


The parties hereto
have entered into this Indemnification Agreement, including the undertaking contained herein, effective as of the date first above
written.


 


	Indemnitee:
	 
	[NAME]
	 
	 	 
	 



 


	Address: