Corporate Officer Indemnification Agreement Generator

INDEMNIFICATION AND EXPENSE ADVANCEMENT AGREEMENT This Indemnification and Expense Advancement Agreement (this "Agreement") is dated as of February 1, 2025, by and between Apex Technologies Corporation, a Delaware corporation (the "Company"), and Katherine Sterling ("Indemnitee"). RECITALS WHEREAS, high-ranking corporate officers and directors are subject to an increasing volume of complex, protracted, and expensive litigation brought by shareholders, regulatory bodies, and third parties; and WHEREAS, competent and experienced individuals are reluctant to serve as corporate officers or directors unless they are provided with comprehensive, reliable, and enforceable contractual indemnification rights; and WHEREAS, the General Corporation Law of the State of Delaware (including DGCL Section 145) permits corporations to provide indemnification and expense advancement rights by separate contract beyond those set forth in the Certificate of Incorporation and Bylaws; and WHEREAS, to induce Indemnitee to serve or continue serving as Chief Executive Officer & Director, the Company desires to enter into this Agreement. NOW, THEREFORE, in consideration of Indemnitee's service to the Company, the parties agree as follows: 1. INDEMNIFICATION RIGHTS The Company shall indemnify, defend, and hold harmless Indemnitee to the fullest extent permitted by applicable law if Indemnitee was, is, or is threatened to be made a party or witness in any proceeding (whether civil, criminal, administrative, regulatory, or investigative) by reason of Indemnitee's corporate status or actions taken in good faith on behalf of the Company. 2. ADVANCEMENT OF EXPENSES The Company shall pay and advance all reasonable attorney's fees, disbursements, and expenses incurred by Indemnitee in defending or investigating any proceeding within 20 calendar days following receipt of a written invoice. Indemnitee undertakes to repay such advanced amounts only if it is ultimately determined by a final, non-appealable judicial judgment that Indemnitee is not entitled to be indemnified under applicable law. 3. DIRECTORS AND OFFICERS (D&O) LIABILITY INSURANCE (a) The Company covenants to maintain in full force and effect Directors and Officers Liability Insurance policies with reputable institutional carriers providing not less than $20,000,000 in liability coverage. (b) Following termination of Indemnitee's service for any reason, the Company shall maintain continuous D&O liability insurance coverage or purchase a "tail" reporting endorsement for a minimum of 6 years covering Indemnitee's tenure. 4. PRESUMPTION OF ENTITLEMENT AND BURDEN OF PROOF In making any determination regarding Indemnitee's entitlement to indemnification: (a) Indemnitee shall be presumed to have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Company; (b) The burden of proof shall be on the Company to establish by clear and convincing evidence that Indemnitee is not entitled to indemnification; and (c) The termination of any proceeding by settlement, judgment, or conviction shall not create any presumption that Indemnitee did not act in good faith. 5. NON-EXCLUSIVITY AND SURVIVAL The rights provided by this Agreement are in addition to, and not in lieu of, any other rights to which Indemnitee may be entitled under the Company's charter, bylaws, insurance contracts, or applicable law. This Agreement shall continue in force after Indemnitee ceases to serve and shall inure to the benefit of Indemnitee's estate, heirs, and executors. 6. GOVERNING LAW This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware. IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of the date first written above. THE COMPANY: Apex Technologies Corporation By: _________________________________________ Name: _______________________________________ Title: ________________________________________ INDEMNITEE: Signature: ___________________________________ Printed Name: Katherine Sterling Title: Chief Executive Officer & Director Date: ________________________________________