Common use of No Duplication of Payments Clause in Contracts

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b).

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses expenses, and/or insurance provided by one or more venture capital funds, the general partners, managing members 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”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 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 (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes relinquishes, and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Ixxxxxxxxx has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b).

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Bylaw, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that if Indemnitee is a representative of an investment fund and/or such fund’s affiliates (b) Notwithstanding anything to the contrary contained in Section 14(a) abovecollectively, the Company hereby acknowledges that Indemnitee may have certain “Fund Indemnitors”) and has rights to indemnification, advancement of expenses and/or insurance provided by one or more venture capital funds, the general partners, managing members or other control persons and/or any affiliated management companies of with respect to such venture capital funds, and certain of its or their affiliates (collectively, the “Fund Indemnitors”). The , then (a) 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 provide advancement or to provide indemnification for 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 any Expenses, judgments, penalties, 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 extent legally permitted 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 as required by the terms of this Agreement and the Company’s Constituent Documents (or any other agreement between ii) the Company shall fully indemnify, reimburse and Indemnitee), without regard to any rights Indemnitee may have against hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it the Company hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Fund Indemnitors from any and all claims Company may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate 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 the terms of this Section 14(b)12.

No Duplication of Payments. (a) The Company Xxxxx shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Bylaw, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that (ba) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). The Company Xxxxx 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 provide advancement or to provide indemnification for 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 any Expenses, judgments, penalties, 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 extent legally permitted and as required by the terms of this Agreement and the Company’s Constituent Documents (Bylaws or any other agreement between the Company and IndemniteeCertificate or another contract), without regard then (i) the Fund Indemnitors shall be fully subrogated to any all rights of Indemnitee may have against with respect to such payment and (ii) Xxxxx shall fully indemnify, reimburse and hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it Xxxxx hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases the Fund Indemnitors from covenants and agrees not to exercise, any and all claims rights that Xxxxx may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company Xxxxx and Indemnitee hereby agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)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 Xxxxx.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Bylaw, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that (ba) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 provide advancement or to provide indemnification for 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 any Expenses, judgments, penalties, 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 extent legally permitted 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 as required by the terms of this Agreement and the Company’s Constituent Documents (or any other agreement between ii) the Company shall fully indemnify, reimburse and Indemnitee), without regard to any rights Indemnitee may have against hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it the Company hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Fund Indemnitors from any and all claims Company may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)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.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Bylaw, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that (ba) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 provide advancement or indemnification to provide indemnification Indemnitee for the same expenses any Expenses, judgments, fines, and amounts paid in settlement (including all interest, assessments, and other charges paid or liabilities 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) 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 (or any other agreement between the Company shall fully indemnify, reimburse, and Indemnitee), without regard to any rights Indemnitee may have against hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it the Company hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Fund Indemnitors from any and all claims Company may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation subrogation, or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)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.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, provision of the Constituent Documents and Other Indemnity Provisions Articles, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that (ba) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 provide advancement or to provide indemnification for 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 any Expenses, judgments, penalties, 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 extent legally permitted Articles or another contract), then (i) the Fund Indemnitors shall be fully subrogated to all rights of Indemnitee with respect to such payment and as required by the terms of this Agreement and the Company’s Constituent Documents (or any other agreement between ii) the Company shall fully indemnify, reimburse and Indemnitee), without regard to any rights Indemnitee may have against hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it the Company hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Fund Indemnitors from any and all claims Company may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Articles or payment to all of the rights of recovery of Indemnitee against the Companyanother contract). The Company and Indemnitee hereby agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)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.

No Duplication of Payments. (a) The Company Corporation shall not be liable under this Agreement Article 10(B) to make any payment to in connection with any claim made against any Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee such person has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions bylaw or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of amounts otherwise payable as indemnity hereunder; provided, however, that the Corporation agrees that, as between the Corporation, on the one hand, and any Sponsor Stockholder with whom a director is or was affiliated and any insurer providing insurance coverage to such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to Sponsor Stockholder, on the contrary contained in Section 14(a) aboveother hand, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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 Corporation (collectively, the “Fund Indemnitors”). The Company hereby agrees that in connection with any Indemnifiable Claim, (i1) it is the indemnitor of first resort under this Article 10 (i.e., its obligations to Indemnitee under this Article 10 are primary and any obligation indemnification or advancement obligations of any Sponsor Stockholder with whom a director is or was affiliated and the Fund Indemnitors to advance expenses or obligations of any insurer of such Sponsor Stockholder to provide indemnification for insurance coverage with respect to the same expenses or liabilities incurred by Indemnitee obligations are secondary), (ii2) it shall be required to advance the full amount of expenses incurred by Indemnitee the director 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 indemnification obligations as required by the terms of this Agreement Certificate of Incorporation and the Company’s Constituent Documents (or any other agreement between agreements the Company and Indemnitee)Corporation may have with the director, without regard to any rights Indemnitee the director may have against the Fund Indemnitorssuch Sponsor Stockholder, and, and (iiic) it unconditionally and irrevocably waives, relinquishes relinquishes, releases such Sponsor Stockholder from and releases the Fund Indemnitors from agrees not to exercise any rights that it may have with respect to any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees For purposes of this Article 10, “Sponsor Stockholder” means any current or former stockholder that no advancement is or payment was party to the Stockholders Agreement (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 investment entity or related management company that is advised by the Fund Indemnitors on behalf same investment adviser as any of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and entities or by an Affiliate (as defined in the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent Stockholders Agreement) of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)investment adviser.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Bylaw, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that (ba) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 provide advancement or indemnification to provide indemnification Indemnitee for the same expenses any Expenses, judgments, fines, and amounts paid in settlement (including all interest, assessments, and other charges paid or liabilities 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) 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 (or any other agreement between the Company shall fully indemnify, reimburse, and Indemnitee), without regard to any rights Indemnitee may have against hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it the Company hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Fund Indemnitors from any and all claims Company may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation subrogation, or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)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.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Documents, Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable by the Company hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the . The Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance indemnification for Losses provided by one or 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 [SPONSOR OR OTHER ENTITY] (collectively, the “Fund IndemnitorsOther Indemnitor(s)”). The Company hereby agrees with Indemnitee that in connection with any Indemnifiable Claim, (i) it the Company is the indemnitor of first resort (i.e., its obligations of Indemnitee with respect to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide matters for which indemnification for 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 is provided under this Agreement and the Company’s Constituent Documents (or any other agreement between that the Company and Indemnitee), will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any rights that Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofOther Indemnitor(s). The Company further agrees that no advancement payment of Expenses or payment Losses by the Fund Indemnitors on behalf Other Indemnitor to or for the benefit of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from shall affect the obligations of the Company hereunder, and that the Company shall affect be obligated to repay the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated Other Indemnitor for all amounts so paid or reimbursed 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 Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)Company has an obligation to indemnify Indemnitee for such Expenses or Losses hereunder.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Bylaw, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that (ba) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 provide advancement or indemnification to provide indemnification Indemnitee for 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 any Expenses, judgments, penalties, 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 extent legally permitted 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 as required by the terms of this Agreement and the Company’s Constituent Documents (or any other agreement between ii) the Company shall fully indemnify, reimburse and Indemnitee), without regard to any rights Indemnitee may have against hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it the Company hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Fund Indemnitors from any and all claims Company may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)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.

No Duplication of Payments. (a) 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 to Indemnitee in respect of any Indemnifiable Losses under this Agreement to the extent that Indemnitee (a) is otherwise entitled to receive or has received reimbursement or payment of amounts otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise payable hereunder from an Unaffiliated Entity (including from any entity insurance maintained by an Unaffiliated Entity) as a result of Indemnitee’s Position or enterprise referred Positions at or with respect to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. an Unaffiliated Entity, (b) Notwithstanding anything 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 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 this Agreement, including initiating a civil, criminal, administrative or investigation action, suit, proceeding or procedure; provided, however, that to the contrary contained in Section 14(a) aboveextent recovery of such payment requires meeting a prior deductible or other financial outlay, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more venture capital funds, the general partners, managing members be liable under this Agreement for such prior deductible or other control persons and/or any affiliated management companies of such venture capital funds, and certain of its or their affiliates (collectively, financial outlay in accordance with the “Fund Indemnitors”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 provisions of this Agreement and the Company’s Constituent Documents (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)Agreement.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Certificate of Incorporation, Bylaw or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. (b) Notwithstanding anything . The Company acknowledges and agrees that although under certain circumstances Indemnitee may be entitled to the contrary contained in Section 14(a) aboveindemnification and expense advancement and/or reimbursement from Oak Management Corporation, a Delaware corporation, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses Fund and/or insurance provided by one or more venture capital funds, the Fund’s general partners, managing members or other control persons and/or any affiliated management companies of such venture capital funds, and certain of its partner or their respective affiliates (collectively, the “Fund IndemnitorsRelated Parties”). The Company hereby agrees that ) in connection with Claims made against Indemnitee, the obligations of the Company hereunder and/or under the Certificate of Incorporation, Bylaws or other organizational documents of the Company with respect to any Indemnifiable Claim by the Indemnitee are primary to any obligations of any Fund Related Party with respect thereto and Indemnitee will not be obligated to seek indemnification from or expense advancement or reimbursement by any Fund Related Party with respect to any Claim. In addition, (i) it is the indemnitor Company, on behalf of first resort (i.e., its obligations to Indemnitee are primary itself and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary)insurers providing liability insurance as provided in Section 7 hereof, (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 (or any other agreement between the Company and Indemnitee), without regard to hereby waives any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, of contribution or subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement right from or payment by against each and every Fund Related Party and every insurer providing liability insurance to the Fund Indemnitors on behalf of Related Parties and/or Indemnitee with respect to any claim for which Indemnitee has sought indemnification from Claim, and (ii) the Company acknowledges and agrees that if any Fund Related Party provides indemnification, expense advancement, expense reimbursement or otherwise to Indemnitee with respect to any liabilities, such Fund Related Party(ies) shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against under this Agreement or the Certificate of Incorporation, Bylaws or other organization documents of the Company, as applicable. The 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 any Fund Related Party to effectuate the contractual arrangement between the Company and the Indemnitee agree that and the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)Related Parties as set forth herein.

No Duplication of Payments. (a) 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 to Indemnitee in respect of any Indemnifiable Losses under this Agreement to the extent that Indemnitee (a) is otherwise entitled to receive or has received reimbursement or payment of amounts otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise payable hereunder from an Unaffiliated Entity (including from any entity insurance maintained by an Unaffiliated Entity) as a result of Indemnitee’s Position or enterprise referred Positions at or with respect to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. an Unaffiliated Entity, (b) Notwithstanding anything 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 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 this Agreement, including initiating a civil, criminal, administrative or investigation action, suit, proceeding or procedure; provided, however, that to the contrary contained in Section 14(a) aboveextent recovery of such payment requires meeting a prior deductible or other financial outlay, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or more venture capital funds, the general partners, managing members be liable under this Agreement for such prior deductible or other control persons and/or any affiliated management companies of such venture capital funds, and certain of its or their affiliates (collectively, financial outlay in accordance with the “Fund Indemnitors”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 provisions of this Agreement and the Company’s Constituent Documents (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)Agreement.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) . Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Ixxxxxxxxx has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b).

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(fl(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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 Indemnitorslndemnitors”). The Company hereby agrees that in connection with any Indemnifiable Claim, (i) it is the indemnitor indernnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitorslndemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors Indernnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(bl 4(b).

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the 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 that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) Notwithstanding anything to the contrary contained named parties in Section 14(aany such Indemnifiable Claim (including any impleaded parties) above, include both the Company hereby acknowledges and Indemnitee and Indemnitee shall conclude that Indemnitee there may have certain rights to indemnification, advancement of expenses and/or insurance provided by be one or more venture capital fundslegal 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 general partnersapplicable standards of professional conduct then prevailing, managing members or other control persons and/or 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 affiliated management companies of such venture capital funds, and certain of its or their affiliates (collectively, particular Indemnifiable Claim) at the “Fund Indemnitors”)Company's expense. The Company hereby agrees that in connection with any Indemnifiable Claim, (i) it is the indemnitor of first resort (i.e., its obligations shall not be liable to Indemnitee are primary and under this Agreement for any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 any threatened or pending Indemnifiable Claim effected without the Company’s Constituent Documents (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof's prior written consent. The Company further agrees that no advancement 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 by the Fund Indemnitors on behalf of money and includes a complete and unconditional release of Indemnitee with respect from all liability on any claims that are the subject matter of such Indemnifiable Claim. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any claim for which proposed settlement; provided that Indemnitee has sought indemnification from the Company shall affect the foregoing may withhold consent to any settlement that does not provide a complete and the Fund Indemnitors shall have a right unconditional release of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)Indemnitee.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have has certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). The Company hereby agrees that in connection with any Indemnifiable Claim, (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and the Company’s Constituent Documents Certificate or Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b4(a). (b) Except as provided in Section 4(a) above, 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 actually received payment (under any insurance policy, Certificate, Bylaws or otherwise) of the amounts otherwise indemnifiable hereunder.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Xxxxxxxxxx has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b).

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, payment made by a subsidiary of the Constituent Documents and Other Indemnity Provisions Company, the Articles of Association of the Company, as amended, the plaintiff or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition amounts otherwise Indemnifiable hereunder (such amounts “Additional Payments”), except for the difference, if any, between the Additional Payments and the total Indemnification Amount incurred by Indemnitee in connection with such Claim. To the extent that Indemnitee has received any Additional Payment, subsequent to receipt of “Indemnifiable Claim” an Indemnification Amount from the Company in accordance with this Agreement, Indemnitee shall immediately 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 the Company for all Indemnification Amounts which, in accordance with this Section 1(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above10, the Company hereby acknowledges that is not liable for, whether such amounts were paid to Indemnitee may have certain rights to indemnification, advancement prior or after receipt by Indemnitee of expenses and/or insurance provided by one or more venture capital fundsany Additional Payments. For the avoidance of doubt, 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”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms provisions of this Section 14(b)10 shall not derogate from any right the Company may have under any insurance policy providing coverage to Indemnitee and/or the Company upon the occurrence of an Indemnifiable Event.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Certificate of Incorporation, Bylaw or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the . The Company hereby acknowledges and agrees that although under certain circumstances Indemnitee may have certain rights be entitled to indemnification, indemnification and expense advancement of expenses and/or insurance provided by one or more venture capital funds, the general partners, managing members or other control persons reimbursement from Investor and/or any affiliated management companies of such venture capital funds, and certain of its or their Investor’s affiliates (collectively, the “Fund IndemnitorsInvestor Related Parties”). The Company hereby agrees that ) in connection with Claims made against Indemnitee, the obligations of the Company hereunder and/or under the Certificate of Incorporation, Bylaws or other organizational documents of the Company with respect to any Indemnifiable Claim by the Indemnitee are primary to any obligations of any Investor Related Party with respect thereto and Indemnitee will not be obligated to seek indemnification from or expense advancement or reimbursement by any Investor Related Party with respect to any Claim. In addition, (i) it is the indemnitor Company, on behalf of first resort (i.e., its obligations to Indemnitee are primary itself and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary)insurers providing liability insurance as provided in Section 7 hereof, (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 (or any other agreement between the Company and Indemnitee), without regard to hereby waives any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, of contribution or subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement right from or payment by the Fund Indemnitors on behalf of against each and every Investor Related Party and every insurer providing liability insurance to Investor Related Parties and/or Indemnitee with respect to any claim for which Indemnitee has sought indemnification from Claim, and (ii) the Company acknowledges and agrees that if any Investor Related Party provides indemnification, expense advancement, expense reimbursement or otherwise to Indemnitee with respect to any liabilities, such Investor Related Party(ies) shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against under this Agreement or the Certificate of Incorporation, Bylaws or other organization documents of the Company, as applicable. The 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 any Investor Related Party to effectuate the contractual arrangement between the Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)and Investor Related Parties as set forth herein.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions Bylaw, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable hereunder. ; provided, however, that (ba) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 provide advancement or to provide indemnification for 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 any Expenses, judgments, penalties, 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 extent legally permitted 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 as required by the terms of this Agreement and the Company’s Constituent Documents (or any other agreement between ii) the Company shall fully indemnify, reimburse and Indemnitee), without regard to any rights Indemnitee may have against hold harmless the Fund Indemnitors for all such payments actually made by the Fund Indemnitors. In addition, and, (iii) it the Company hereby unconditionally and irrevocably waives, relinquishes relinquishes, releases, and releases covenants and agrees not to exercise, any rights that the Fund Indemnitors from any and all claims Company may now have or hereafter acquires against the Fund Indemnitors for or Indemnitee that arise from or relate to contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement under this Agreement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought other indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated agreement (whether pursuant to the extent of such advancement Bylaws or payment to all of the rights of recovery of Indemnitee against the CompanyCertificate or another contract). The Company and Indemnitee hereby agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(b)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.]

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net of Expenses incurred in connection therewith) under any insurance policy, the Constituent Documents and Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(fl(f)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by one or 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”). 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 are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for 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 (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and, (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee Ixxxxxxxxx has sought indemnification from the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14(bl 4(b).

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to in connection with any Claim made against Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment from the Company or any Controlled Affiliate (net of Expenses incurred in connection therewith) whether under any insurance policy, the Constituent Documents and Other Indemnity Provisions Certificate, the Bylaws, or otherwise (including from any entity or enterprise referred to in clause (iotherwise) of the definition amounts otherwise indemnifiable hereunder, in each case subject to the terms of “Indemnifiable Claim” in this Section 1(f)) 15. The Company’s obligation to indemnify or advance Losses and Expenses hereunder to Indemnitee in respect of such Indemnifiable Losses otherwise indemnifiable hereunder. (b) Notwithstanding anything Claims relating to Indemnitee’s service at the contrary contained in Section 14(a) above, request of the Company hereby acknowledges that as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of any other Enterprise will be reduced by any amount Indemnitee may have certain rights to indemnification, has actually received as indemnification or advancement of expenses and/or insurance Expenses from such other Enterprise, except as provided by one or 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”)in this Section 15. The Company hereby agrees (a) that in connection with any Indemnifiable Claim, (i) it is the indemnitor of first resort under this Agreement (i.e., its obligations to Indemnitee under this Agreement are primary and any obligation of the Fund Indemnitors any Other Indemnitor to advance expenses or to provide indemnification for the same expenses Expenses or liabilities Losses incurred by Indemnitee are secondary), (iib) if otherwise required pursuant to this Agreement, that it shall be required to advance the full amount of expenses Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement Losses to the extent legally permitted and as required by the terms of this Agreement and Agreement, the Company’s Constituent Documents Certificate, or the Bylaws (or any other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Other Indemnitors, and, (iiic) that it irrevocably waives, relinquishes and releases the Fund Other Indemnitors (other than any Controlled Affiliate or any insurance provider with respect to insurance paid for or provided by the Company or any Controlled Affiliate) from any and all claims against the Fund such Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Other Indemnitors (other than any Controlled Affiliate or any 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 Claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Fund such Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Other Indemnitors (other 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 14(b)15.

No Duplication of Payments. (a) The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Indemnifiable Losses to the extent Indemnitee has otherwise already actually received payment (net as an indemnification or advance of Expenses incurred in connection therewithExpenses) under any insurance policy, the Constituent Documents and Documents, Other Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(f)) in respect of such Indemnifiable Losses amounts otherwise indemnifiable by the Company hereunder. (b) Notwithstanding anything to the contrary contained in Section 14(a) above; provided, however, the Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance indemnification for Losses provided by one or more venture capital funds, the general partners, managing members or other control persons and/or any affiliated management companies of such venture capital funds, Other Indemnitors and certain of its or their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees with Indemnitee that in connection with any Indemnifiable Claim, the Company (i) it is the indemnitor of first resort of Indemnitee (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors any Other Indemnitor to advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by Indemnitee are secondary), with respect to matters for which indemnification is provided under this Agreement and (ii) it shall will be required obligated to advance the full amount of expenses incurred by Indemnitee and shall be liable make all payments due to or for the full amount benefit of all ExpensesIndemnitee under this Agreement, judgmentsthe Constituent Documents, 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 (or any other agreement between the Company and Indemnitee), Indemnitee without regard to any rights that Indemnitee may have against the Fund Other Indemnitors, and, (iii) it irrevocably . The Company hereby waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for of its rights to contribution, subrogation subrogation, indemnification or any other recovery of any kind from the Other Indemnitors in respect thereofof any amounts paid to Indemnitee hereunder. The Company further agrees that no advancement or payment of Expenses or Losses by the Fund Other Indemnitors on behalf to or for the benefit of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing obligations of the Company hereunder, and the Fund Other Indemnitors shall have a right of contribution and/or be subrogated subrogation to the extent of such advancement or 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 reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Losses hereunder. The Company and Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 14(b)15.