Common use of No Duplication of Payments Clause in Contracts

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12.

No Duplication of Payments. The Company Xxxxx shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company Xxxxx hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for the any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company Xxxxx shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company Xxxxx hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company Xxxxx may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company Xxxxx and Indemnitee hereby agree that this Section 12 10 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12Xxxxx.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification indemnification, or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification to Indemnitee for the any Expenses, judgments, fines fines, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines fines, and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder for the benefit of Indemnitee or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse reimburse, and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation subrogation, or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend amend, and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement agreement, or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for the any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 10 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12.

No Duplication of Payments. The Company Corporation shall not be liable under this Agreement Article 10(B) to make any payment in connection with any claim made against any Indemnitee to the extent Indemnitee such person has otherwise received payment (under any insurance policy, Bylaw, bylaw or otherwise) of the amounts otherwise indemnifiable payable as indemnity hereunder; provided, however, that if Indemnitee the Corporation agrees that, as between the Corporation, on the one hand, and any Sponsor Stockholder with whom a director is a representative of an investment fund and/or or was affiliated and any insurer providing insurance coverage to such fund’s affiliates (collectivelySponsor Stockholder, on the other hand, the “Fund Indemnitors”Corporation (1) is the indemnitor of first resort under this Article 10 (i.e., its obligations under this Article 10 are primary and has rights any indemnification or advancement obligations of any Sponsor Stockholder with whom a director is or was affiliated and the obligations of any insurer of such Sponsor Stockholder to indemnification, advancement of expenses and/or provide insurance provided by or coverage with respect to such Fund Indemnitorsthe same obligations are secondary), then (a2) shall be required to advance the Company hereby agrees that its full amount of expenses incurred by the director and shall be liable for the full amount of indemnification obligations to Indemnitee under as required by the terms of this Agreement or Certificate of Incorporation and any other agreement or undertaking agreements the Corporation may have with the director, without regard to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of rights the Fund Indemnitors to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of director may have against such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondarySponsor Stockholder, and (bc) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants releases such Sponsor Stockholder from and agrees not to exercise, exercise any rights that the Company it may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate with respect to any and all claims for contribution, subrogation or any other recovery of any kind under in respect thereof. For purposes of this Article 10, “Sponsor Stockholder” means any current or former stockholder that is or was party to the Stockholders Agreement or (as defined below), any Affiliate (as defined in the Stockholders Agreement) of such stockholder (other than the Corporation and its subsidiaries), and/or any other indemnification agreement investment entity or related management company that is advised by the same investment adviser as any of the foregoing entities or by an Affiliate (whether pursuant to as defined in the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if anyStockholders Agreement) are express third party beneficiaries of this Section 12such investment adviser.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification to Indemnitee for the any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder for the benefit of Indemnitee or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 10 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylawprovision of the Articles, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for the any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate Articles or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate Articles or another contract). The Company and Indemnitee hereby agree that this Section 12 10 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in connection with respect of any claim made against Indemnitee Losses to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylawthe Constituent Documents, Other Indemnity Provisions or otherwise) otherwise of the amounts otherwise indemnifiable by the Company hereunder; provided, however, . The Company hereby acknowledges that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has may have rights to indemnification, advancement of expenses and/or insurance indemnification for Losses provided by or [SPONSOR OR OTHER ENTITY] (“Other Indemnitor(s)”). The Company agrees with respect to such Fund Indemnitors, then (a) Indemnitee that the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation is the indemnitor of the Fund Indemnitors to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights first resort of Indemnitee with respect to such payment matters for which indemnification is provided under this Agreement and (ii) that the Company shall fully indemnify, reimburse and hold harmless will be obligated to make all payments due to or for the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not benefit of Indemnitee under this Agreement without regard to exercise, any rights that the Company Indemnitee may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contractOther Indemnitor(s). The Company further agrees that no payment of Expenses or Losses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and Indemnitee hereby agree that this Section 12 the Company shall be deemed exclusive and shall be deemed obligated to modify, amend and clarify any right repay the Other Indemnitor for all amounts so paid or reimbursed to indemnification the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12Losses hereunder.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification indemnification, or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification to Indemnitee for the any Expenses, judgments, fines fines, and amounts paid in settlement (including all interest, assessments assessments, and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines fines, and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder for the benefit of Indemnitee or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse reimburse, and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation subrogation, or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 10 shall be deemed exclusive and shall be deemed to modify, amend amend, and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement agreement, or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, BylawCertificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder; provided. The Company acknowledges and agrees that although under certain circumstances Indemnitee may be entitled to indemnification and expense advancement and/or reimbursement from Oak Management Corporation, howevera Delaware corporation, that if Indemnitee is a representative of an investment fund the Fund and/or such fundthe Fund’s general partner or their respective affiliates (collectively, the “Fund IndemnitorsRelated Parties”) and has rights to indemnificationin connection with Claims made against Indemnitee, advancement the obligations of expenses the Company hereunder and/or insurance provided by under the Certificate of Incorporation, Bylaws or other organizational documents of the Company with respect to such Fund Indemnitors, then (a) any Claim by the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, primary to any obligations of any Fund Related Party with respect thereto and any obligation of the Fund Indemnitors Indemnitee will not be obligated to provide seek indemnification from or expense advancement or indemnification for reimbursement by any ExpensesFund Related Party with respect to any Claim. In addition, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all Company, on behalf of itself and any insurers providing liability insurance as provided in Section 7 hereof, hereby waives any rights of contribution or subrogation or any other right from or against each and every Fund Related Party and every insurer providing liability insurance to the Fund Related Parties and/or Indemnitee with respect to such payment any Claim, and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants acknowledges and agrees not that if any Fund Related Party provides indemnification, expense advancement, expense reimbursement or otherwise to exerciseIndemnitee with respect to any liabilities, any such Fund Related Party(ies) shall be subrogated to the extent of such payment to all rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other of recovery of any kind Indemnitee under this Agreement or any other indemnification agreement (whether pursuant to the Certificate of Incorporation, Bylaws or Certificate other organization documents of the Company, as applicable. Each of the Fund Related Parties is an intended third party beneficiary of this Agreement and the Company agrees to take such further action as may be requested by Indemnitee or another contract). The any Fund Related Party to effectuate the contractual arrangement between the Company and the Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12Related Parties as set forth herein.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment from the Company or any Controlled Affiliate (whether under any insurance policy, Bylawthe Certificate, the Bylaws, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, howeverin each case subject to the terms of this Section 15. The Company’s obligation to indemnify or advance Losses and Expenses hereunder to Indemnitee in respect of Claims relating to Indemnitee’s service at the request of the Company as a director, that if officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, actually received as indemnification or advancement of expenses and/or insurance Expenses from such other Enterprise, except as provided by or with respect to such Fund Indemnitors, then in this Section 15. The Company hereby agrees (a) that it is the Company hereby agrees that indemnitor of first resort under this Agreement (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, primary and any obligation of the Fund Indemnitors any Other Indemnitor to advance expenses or to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid the same Expenses or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) Losses incurred by Indemnitee are secondary), and (b) if otherwise required pursuant to this Agreement, that it shall be required to advance the Fund Indemnitors pays full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Losses to the extent legally permitted and as required by the terms of this Agreement, the Certificate, or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder the Bylaws (or under any other indemnification agreement with Indemnitee (whether pursuant to between the Bylaws or Certificate or another contractCompany and Indemnitee), then without regard to any rights Indemnitee may have against the Other Indemnitors, and, (ic) that it irrevocably waives, relinquishes and releases the Fund Other Indemnitors shall be fully subrogated to all rights of Indemnitee (other than any Controlled Affiliate or any insurance provider with respect to such payment and (ii) insurance paid for or provided by the Company shall fully indemnify, reimburse or any Controlled Affiliate) from any and hold harmless the Fund all claims against such Other Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement in respect thereof. The Company further agrees that no advancement or payment by the Other Indemnitors (other than any Controlled Affiliate or any other insurance provider with respect to insurance paid for or provided by the Company or any Controlled Affiliate) on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification agreement (whether pursuant from the Company shall affect the foregoing and such Other Indemnitors shall have a right of contribution and/or be subrogated to the Bylaws extent of such advancement or Certificate or another contract)payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Other Indemnitors (if anyother than any Controlled Affiliate or any insurance provider with respect to insurance paid for or provided by the Company or any Controlled Affiliate) are express third party beneficiaries of the terms of this Section 1215.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in connection with respect of any claim made against Indemnitee Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, Bylaw, the Constituent Documents and Other Indemnity Provisions or otherwiseotherwise (including from any entity or enterprise referred to in clause (i) of the amounts definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively. Notwithstanding anything to the contrary contained in Section 14(a) above, the “Fund Indemnitors”) and has Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or with respect to more venture capital funds, the general partners, managing members or other control persons and/or any affiliated management companies of such venture capital funds, and certain of its or their affiliates (collectively, the “Fund Indemnitors, then (a) the ”). The Company hereby agrees that in connection with any Indemnifiable Claim, (i) it is the indemnitor of first resort (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide advancement or indemnification for any the same expenses or liabilities incurred by Indemnitee are secondary), (ii) 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 Company’s Constituent Documents (including all interestor any other agreement between the Company and Indemnitee), assessments without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if releases the Fund Indemnitors pays or causes to be paid, for from any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to and all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless claims against the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any other claim for which Ixxxxxxxxx has sought indemnification agreement (whether pursuant from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the Bylaws extent of such advancement or Certificate or another contract)payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of the terms of this Section 1214(b).

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in connection with respect of any claim made against Indemnitee Losses to the extent Indemnitee has otherwise actually received payment (as an indemnification or advance of Expenses) under any insurance policy, Bylawthe Constituent Documents, Other Indemnity Provisions or otherwise) otherwise of the amounts otherwise indemnifiable by the Company hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby acknowledges that Indemnitee may have rights to indemnification for Losses provided by the Other Indemnitors and the Company agrees with Indemnitee that the Company (i) is the indemnitor of first resort of Indemnitee (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, primary and any obligation of the Fund Indemnitors any Other Indemnitor to advance expenses or to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid the same Expenses or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) liabilities incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment matters for which indemnification is provided under this Agreement and (ii) will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement, the Constituent Documents, or any other agreement between the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not Indemnitee without regard to exercise, any rights that the Company Indemnitee may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate Other Indemnitors. The Company hereby waives, relinquishes and releases all of its rights to contribution, subrogation subrogation, indemnification or any other recovery of any kind under this Agreement from the Other Indemnitors in respect of any amounts paid to Indemnitee hereunder. The Company further agrees that no advancement or any other indemnification agreement (whether pursuant payment of Expenses or Losses by the Other Indemnitors to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and the Other Indemnitors shall have a right of contribution and/or subrogation to the Bylaws extent of such advancement or Certificate payment to all of the rights of recovery of Indemnitee against the Company. The Company shall be obligated to repay the Other Indemnitors for all amounts so paid or another contract)reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Losses hereunder. The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Other Indemnitors (if any) are express third party beneficiaries of the terms of this Section 1215.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, BylawCertificate of Incorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, . The Company acknowledges and agrees that if although under certain circumstances Indemnitee is a representative of an investment fund may be entitled to indemnification and expense advancement and/or such fundreimbursement from Investor and/or Investor’s affiliates (collectively, the “Fund IndemnitorsInvestor Related Parties”) and has rights to indemnificationin connection with Claims made against Indemnitee, advancement the obligations of expenses the Company hereunder and/or insurance provided by under the Certificate of Incorporation, Bylaws or other organizational documents of the Company with respect to such Fund Indemnitors, then (a) any Claim by the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, primary to any obligations of any Investor Related Party with respect thereto and any obligation of the Fund Indemnitors Indemnitee will not be obligated to provide seek indemnification from or expense advancement or indemnification for reimbursement by any ExpensesInvestor Related Party with respect to any Claim. In addition, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all Company, on behalf of itself and any insurers providing liability insurance as provided in Section 7 hereof, hereby waives any rights of contribution or subrogation or any other right from or against each and every Investor Related Party and every insurer providing liability insurance to Investor Related Parties and/or Indemnitee with respect to such payment any Claim, and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants acknowledges and agrees not that if any Investor Related Party provides indemnification, expense advancement, expense reimbursement or otherwise to exerciseIndemnitee with respect to any liabilities, any such Investor Related Party(ies) shall be subrogated to the extent of such payment to all rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other of recovery of any kind Indemnitee under this Agreement or any other indemnification agreement (whether pursuant to the Certificate of Incorporation, Bylaws or Certificate other organization documents of the Company, as applicable. Each of Investor Related Parties is an intended third party beneficiary of this Agreement and the Company agrees to take such further action as may be requested by Indemnitee or another contract). The any Investor Related Party to effectuate the contractual arrangement between the Company and the Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12Investor Related Parties as set forth herein.

No Duplication of Payments. The Company shall indemnify and pay or reimburse Expenses of the Indemnitee in accordance with the provisions of this Agreement, provided, however, that the Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee under this Agreement to the extent that Indemnitee (a) is otherwise entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder from an Unaffiliated Entity (including insurance maintained by an Unaffiliated Entity) as a result of Indemnitee’s Position or Positions at or with respect to an Unaffiliated Entity, (b) is entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder under an insurance policy maintained by the Company or by or out of a fund created by the Company and under the control of a trustee or otherwise, (c) is entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder from other sources provided by the Company, or (d) is entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder under an insurance policy maintained by the Indemnitee or from any other source. If Indemnitee has otherwise received a right of recovery from an Unaffiliated Entity (including insurance maintained by an Unaffiliated Entity), Indemnitee shall take all actions reasonably necessary to recover payment (or insurance) from such Unaffiliated Entity before seeking payment from the Company under any insurance policythis Agreement, Bylawincluding initiating a civil, criminal, administrative or otherwise) of the amounts otherwise indemnifiable hereunderinvestigation action, suit, proceeding or procedure; provided, however, that if Indemnitee is to the extent recovery of such payment requires meeting a representative of an investment fund and/or such fund’s affiliates (collectivelyprior deductible or other financial outlay, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee may be liable under this Agreement for such prior deductible or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid financial outlay in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document accordance with the Company. The Fund Indemnitors (if any) are express third party beneficiaries provisions of this Section 12Agreement.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent hereby acknowledges that Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has certain rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such the Fund Indemnitors, then (a) the . The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide advancement or indemnification for any 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 Certificate or Bylaws (including all interestor any other agreement between the Company and Indemnitee), assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by without regard to any rights Indemnitee are secondarymay have against the Fund Indemnitors, and (biii) if that it irrevocably waives, relinquishes and releases the Fund Indemnitors pays or causes to be paid, for from any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to and all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless claims against the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any other claim for which Indemnitee has sought indemnification agreement (whether pursuant from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the Bylaws extent of such advancement or Certificate or another contract)payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of the terms of this Section 124(a).

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise received payment (under any insurance policy, Bylaw, or otherwise) of the amounts otherwise indemnifiable hereunder; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for the any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 10 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries of this Section 12.]

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in connection with respect of any claim made against Indemnitee Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, Bylaw, the Constituent Documents and Other Indemnity Provisions or otherwiseotherwise (including from any entity or enterprise referred to in clause (i) of the amounts definition of "Indemnifiable Claim" in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense thereof, with counsel reasonably satisfactory to Indemnitee; provided, however, provided that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectivelybelieves, the “Fund Indemnitors”) and has rights to indemnificationafter consultation with counsel selected by Indemnitee, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then that (a) the use of counsel chosen by the Company hereby agrees to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall conclude that its obligations there may be one or more legal defenses available to him or her that are different from or in addition to those available to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any particular Indemnifiable Claim) at the Company's expense. The Company shall not be liable to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement threatened or any other indemnification agreement (whether pursuant to pending Indemnifiable Claim effected without the Bylaws or Certificate or another contract)Company's prior written consent. The Company shall not, without the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of Indemnitee hereby agree from all liability on any claims that this Section 12 are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall be deemed exclusive unreasonably withhold its consent to any proposed settlement; provided that Indemnitee may withhold consent to any settlement that does not provide a complete and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document with the Company. The Fund Indemnitors (if any) are express third party beneficiaries unconditional release of this Section 12Indemnitee.

No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any claim Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Bylawpayment made by a subsidiary of the Company, the Articles of Association of the Company, as amended, the plaintiff or otherwise) of the amounts otherwise indemnifiable hereunder; providedIndemnifiable hereunder (such amounts “Additional Payments”), howeverexcept for the difference, that if any, between the Additional Payments and the total Indemnification Amount incurred by Indemnitee is a representative of an investment fund and/or such fund’s affiliates (collectively, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee under this Agreement or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect such Claim. To the extent that Indemnitee has received any Additional Payment, subsequent to receipt of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) an Indemnification Amount from the Company in accordance with this Agreement, Indemnitee shall fully indemnifyimmediately and in any event no later than seven (7) days subsequent to receipt of the Additional Payment, advise the Company of its receipt. For the avoidance of doubt, Indemnitee shall promptly reimburse and hold harmless the Fund Indemnitors Company for all such payments actually made by the Fund Indemnitors. In additionIndemnification Amounts which, in accordance with this Section 10, the Company hereby unconditionally and irrevocably waivesis not liable for, relinquisheswhether such amounts were paid to Indemnitee prior or after receipt by Indemnitee of any Additional Payments. For the avoidance of doubt, releases, and covenants and agrees the provisions of this Section 10 shall not to exercise, derogate from any rights that right the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or under any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided insurance policy providing coverage to Indemnitee under any other contract, agreement or document with and/or the Company. The Fund Indemnitors (if any) are express third party beneficiaries Company upon the occurrence of this Section 12an Indemnifiable Event.

No Duplication of Payments. The Company shall indemnify and pay or reimburse Expenses of the Indemnitee in accordance with the provisions of this Agreement; provided, however, that the Company shall not be liable under this Agreement to make any payment in connection with any claim made against Indemnitee under this Agreement to the extent that Indemnitee (a) is otherwise entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder from an Unaffiliated Entity (including insurance maintained by an Unaffiliated Entity) as a result of Indemnitee’s Position or Positions at or with respect to an Unaffiliated Entity, (b) is entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder under an insurance policy maintained by the Company or by or out of a fund created by the Company and under the control of a trustee or otherwise, (c) is entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder from other sources provided by the Company, or (d) is entitled to receive or has received reimbursement or payment of amounts otherwise payable hereunder under an insurance policy maintained by the Indemnitee or from any other source. If Indemnitee has otherwise received a right of recovery from an Unaffiliated Entity (including insurance maintained by an Unaffiliated Entity), Indemnitee shall take all actions reasonably necessary to recover payment (or insurance) from such Unaffiliated Entity before seeking payment from the Company under any insurance policythis Agreement, Bylawincluding initiating a civil, criminal, administrative or otherwise) of the amounts otherwise indemnifiable hereunderinvestigation action, suit, proceeding or procedure; provided, however, that if Indemnitee is to the extent recovery of such payment requires meeting a representative of an investment fund and/or such fund’s affiliates (collectivelyprior deductible or other financial outlay, the “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by or with respect to such Fund Indemnitors, then (a) the Company hereby agrees that its obligations to Indemnitee may be liable under this Agreement for such prior deductible or any other agreement or undertaking to provide advancement, indemnification or both to Indemnitee are primary, and any obligation of the Fund Indemnitors to provide advancement or indemnification for any Expenses, judgments, fines and amounts paid financial outlay in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) incurred by Indemnitee are secondary, and (b) if the Fund Indemnitors pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement with Indemnitee (whether pursuant to the Bylaws or Certificate or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, the Company hereby unconditionally and irrevocably waives, relinquishes, releases, and covenants and agrees not to exercise, any rights that the Company may now have or hereafter acquires against the Fund Indemnitors or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind under this Agreement or any other indemnification agreement (whether pursuant to the Bylaws or Certificate or another contract). The Company and Indemnitee hereby agree that this Section 12 shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification or advancement provided to Indemnitee under any other contract, agreement or document accordance with the Company. The Fund Indemnitors (if any) are express third party beneficiaries provisions of this Section 12Agreement.