Material Agreement Form 8 K

A&R Indemnification Agreement

On August 26, 2024, the Board of Directors of Fate Therapeutics, Inc. (the "Company") approved an amended and restated form of director and officer indemnification agreement (the "A&R Form of Indemnification Agreement") to be entered into by the Company and each of its current directors and officers (which form the Company expects to enter into with future directors and officers) (each, an "Indemnitee" and, collectively, the "Indemnitees") in accordance with the General Corporation Law of the State of Delaware. The A&R Form of Indemnification Agreement will supersede and replace the previously adopted form of indemnification agreement.

The A&R Form of Indemnification Agreement incorporates the following changes, among others, to the previously adopted form of agreement used by the Company: revised the "change of control" provision to provide additional specificity around changes in board composition that constitute a change of control; revised to cover the expenses of Indemnitee's separate counsel in the event of a change of control; amended the advancement of defense expenses to which an Indemnitee is entitled to include the availability of insurance coverage and the Indemnitee's undertaking requirements; clarified that an Indemnitee's entitlement to indemnification is irrespective of the Indemnitee's entitlement to and availability of insurance coverage, including related advancements, payments and reimbursements; included an express presumption of good faith on the part of an Indemnitee, which anyone seeking to overcome shall have the burden of proof and persuasion to overcome; updated the Company's address for notice and certain notice-related provisions; and included the ability for the Indemnitee to seek specific performance of the A&R Form of Indemnification Agreement without needing to demonstrate irreparable harm.

The foregoing summary and description of the provisions of the A&R Form of Indemnification Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the A&R Form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.