Common use of Non-Exclusivity; Insurance; Subrogation Clause in Contracts

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, advancement of Expenses and other rights of the Indemnitee under this Agreement shall be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, advancement of Expenses and other rights of the Indemnitee under this Agreement shall be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1i) the LLC AgreementOrganizational Documents; (2ii) pursuant to those rights adopted by any vote of the unit holdersshareholders; (3iii) as a matter of law; or (4iv) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC AgreementOrganizational Documents, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's ’s obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shareholders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, advancement indemnification as provided by this Indemnification Supplement shall not be deemed exclusive of Expenses and other rights of the Indemnitee under this Agreement shall be in addition to any other rights to which an the a COAC Indemnitee may at any time be entitled entitled, if any, under Applicable Law, Client’s Governance Documents or any policies in effect at Client from time-to-time or under any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciaryother arrangement. No amendment amendment, alteration or modification repeal of this Agreement Indemnification Supplement or of any provision hereof shall limit or restrict any right of the a COAC Indemnitee under this Agreement Indemnification Supplement in respect of any action taken or omitted by such the COAC Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreementa change in Applicable Law, whether by law, amendment statute or otherwise, or an amendment to Delaware lawjudicial decision, permits greater indemnification than would be afforded currently under Client’s Governance Documents or this AgreementIndemnification Supplement, it is the intent of the parties hereto that Parties that, subject in all cases to Section 3.3 of the Indemnitee Master Agreement to which this Exhibit is attached, the COAC Indemnitees shall enjoy by this Agreement Indemnification Supplement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) To the extent that Client maintains an insurance policy or policies providing for liability insurance for directors, officers, employees, or agents or fiduciaries of Client or of any other Person, each COAC Indemnitee shall be entitled to the coverage provided by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company Client has director and officer liability insurance in effect, the Company Client shall give prompt notice of the commencement of such claim proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company Client shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the each COAC Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this AgreementIndemnification Supplement, the Company COAC shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemniteea COAC Indemnitee under any insurance policy maintained by Client, who and such COAC Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company COAC to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be deemed exclusive of any other right or remedyrights, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity by indemnification or otherwise. The assertion , to which Indemnitee may at any time be entitled under applicable law, the Company’s charter or employment bylaws, any agreement, a vote of any right or remedy hereunderthe Company’s stockholders, a resolution of the Board of Directors, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time For so long as Indemnitee serves as an officer or a director and for a period of the receipt of a notice of a claim pursuant to the terms hereofsix years thereafter, the Company has director will cause to be maintained in full force and officer effect directors’ and officers’ liability insurance with reputable insurance companies, with A.M. Best ratings of “A” or better, covering Indemnitee or any claim made against Indemnitee by reason of his or her Corporate Status, on terms and conditions deemed appropriate by the Board of Directors, but in effectany event on terms and conditions at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. If the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with the procedures set forth in the respective policiespolicy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policiespolicy. (c) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation Company shall not be liable under this Agreement to indemnify make any payment of amounts otherwise indemnifiable or advance Expenses payable or reimbursable hereunder if and to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the extent that Indemnitee has otherwise actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of payment under any insurance policy maintained by the Company, including any insurance purchased and maintained by the Company for such purposecontract, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute agreement or loan any monies or property to the Company to enable it to effectuate such indemnificationotherwise. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be deemed exclusive of any other right or remedyrights, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity by indemnification or otherwise. The assertion , to which Indemnitee may at any time be entitled under applicable law, the Company’s charter or employment bylaws, any agreement, a vote of any right or remedy hereunderthe Company’s stockholders, a resolution of the Board of Directors, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time For so long as Indemnitee serves as a director and for a period thereafter so long as such director remains subject to liability under applicable statutes of the receipt of a notice of a claim pursuant to the terms hereoflimitations, the Company has director will cause to be maintained in full force and officer effect directors’ and officers’ liability insurance with reputable insurance companies, with A.M. Best ratings of “A” or better, covering Indemnitee or any claim made against Indemnitee by reason of his or her Corporate Status, on terms and conditions deemed appropriate by the Board of Directors, but in effectany event on terms and conditions at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. If the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with the procedures set forth in the respective policiespolicy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policiespolicy. (c) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation Company shall not be liable under this Agreement to indemnify make any payment of amounts otherwise indemnifiable or advance Expenses payable or reimbursable hereunder if and to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the extent that Indemnitee has otherwise actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of payment under any insurance policy maintained by the Company, including any insurance purchased and maintained by the Company for such purposecontract, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute agreement or loan any monies or property to the Company to enable it to effectuate such indemnificationotherwise. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, advancement of Expenses and other rights of the Indemnitee under this Agreement shall be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC AgreementOrganizational Documents; (2) pursuant to those rights adopted by any vote of the unit holdersCompany’s shareholders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC AgreementOrganizational Documents, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's ’s obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shareholders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the The Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be deemed exclusive of any other right or remedyrights, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity by indemnification or otherwise. The assertion , to which Indemnitee may at any time be entitled under applicable law, the Company’s charter or employment bylaws, any agreement, a vote of any right or remedy hereunderthe Company’s stockholders, a resolution of the Board, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time For so long as Indemnitee serves as a director and for a period thereafter so long as such director remains subject to liability under applicable statutes of the receipt of a notice of a claim pursuant to the terms hereoflimitations, the Company has director will cause to be maintained in full force and officer effect directors’ and officers’ liability insurance with reputable insurance companies, with A.M. Best ratings of “A” or better, covering Indemnitee or any claim made against Indemnitee by reason of his Corporate Status, on terms and conditions deemed appropriate by the Board, but in effectno event on terms or conditions that are less 4824-1265-6815 favorable to Indemnitee as those in place as of the Effective Date. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. If the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with the procedures set forth in the respective policiespolicy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policiespolicy. (c) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation Company shall not be liable under this Agreement to indemnify make any payment of amounts otherwise indemnifiable or advance Expenses payable or reimbursable hereunder if and to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the extent that Indemnitee has otherwise actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of payment under any insurance policy maintained by the Company, including any insurance purchased and maintained by the Company for such purposecontract, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute agreement or loan any monies or property to the Company to enable it to effectuate such indemnificationotherwise. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification of Losses and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to deemed exclusive of, and shall not limit, any other rights to which an the Indemnitee may at any time be entitled under any agreementapplicable law, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote Articles, a resolution of the unit holders; general meeting of shareholders of the Company or the Board, the D&O Insurance (3as defined below), any other agreement or otherwise. b) as a matter To the extent that the Company maintains an insurance policy or policies providing liability insurance for members of law; the Board and / or Executive Officers (4the “D&O Insurance”), the Indemnitee shall be covered by such D&O Insurance in accordance with its terms to the maximum extent of the coverage available for any such members of the Board and/or the Executive Committee under such D&O Insurance. c) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right Any claim of the Indemnitee under this Agreement in respect of for advance or indemnification payment shall be limited by any action taken or omitted coverage by such the Indemnitee in the IndemniteeCompany’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repealD&O Insurance. To the extent that an amendment or modification the terms of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto a D&O Insurance exclude coverage in case that the Indemnitee Company has an obligation to advance Expenses or indemnify the Indemnitee, the Company’s obligations hereunder shall enjoy by be deemed limited such that the D&O Insurance coverage applies. d) Notwithstanding anything set out in this Agreement to the greater benefits so afforded by such change. No right or remedy herein conferred is intended contrary, the Indemnitee and the Company shall take all actions as may be required to be exclusive comply with the terms of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment policy of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedya D&O Insurance. (be) If, at the time of the receipt of a Company receives notice of a claim pursuant to Relevant Proceeding by the terms hereofIndemnitee, the Company has director maintains a D&O Insurance and officer liability insurance in effectwithout limitation to the Company’s obligations under this Agreement, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with insurance company providing the procedures set forth in the respective policies. The Company shall thereafter D&O Insurance and take all necessary or desirable action actions to cause such insurers insurance company to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms and conditions of such policiesthe D&O Insurance, provided that this obligation shall not relieve the Indemnitee from any of his or her obligations under the D&O Insurance. (cf) The Company shall indemnify the Indemnitee against all Expenses in connection with any proceeding or action reasonably brought by the Indemnitee to seek recovery under the D&O Insurance. g) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee is entitled to receive such payment under the D&O Insurance or has otherwise received such payment under any insurance policy, contract, agreement or otherwise. h) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company effectively to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification of Losses and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to deemed exclusive of, and shall not limit, any other rights to which an the Indemnitee may at any time be entitled under any agreementapplicable law, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote Articles, a resolution of the unit holders; (3) as a matter general meeting of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right shareholders of the Indemnitee under this Agreement in respect of Company or the Board, the D&O Insurance (as defined below), any action taken other agreement or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. otherwise. (b) To the extent that the Company maintains an amendment insurance policy or modification policies providing liability insurance for members of the LLC AgreementBoard and / or the Executive Committee (the D&O Insurance), whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded be covered by such change. No right D&O Insurance in accordance with its terms to the maximum extent of the coverage available for any such members of the Board and / or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedyExecutive Committee under such D&O Insurance. (bc) If, at the time of the receipt of a Company receives notice of a claim pursuant to Relevant Proceeding by the terms hereofIndemnitee, the Company has director maintains a D&O Insurance and officer liability insurance in effectwithout limitation to the Company's obligations under this Agreement, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with insurance company providing the procedures set forth in the respective policies. The Company shall thereafter D&O Insurance and take all necessary or desirable action actions to cause such insurers insurance company to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms and conditions of such policiesthe D&O Insurance, provided that this obligation shall not relieve the Indemnitee from any of his or her obligations under the D&O Insurance. Indemnification Agreement by and between VectivBio Holding AG and [■] (d) The Company shall indemnify the Indemnitee against all Expenses in connection with any proceeding or action reasonably brought by the Indemnitee to seek recovery under the D&O Insurance. (ce) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee is entitled to receive such payment under the D&O Insurance or has otherwise received such payment under any insurance policy, contract, agreement or otherwise. (f) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company effectively to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be deemed exclusive of any other right or remedyrights, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity by indemnification or otherwise. The assertion , to which Indemnitee may at any time be entitled under applicable law, the Company’s charter or employment bylaws, any agreement, a vote of any right or remedy hereunderthe Company’s stockholders, a resolution of the Board of Directors, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time of the receipt of For so long as Indemnitee serves as an officer or a notice of director and for a claim pursuant to the terms hereofperiod six year thereafter, the Company has director will cause to be maintained in full force and officer effect directors’ and officers’ liability insurance with reputable insurance companies, with A.M. Best ratings of “A” or better, covering Indemnitee or any claim made against Indemnitee by reason of his or her Corporate Status, on terms and conditions deemed appropriate by the Board of Directors, but in effectany event on terms and conditions at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Company. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. If the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with the procedures set forth in the respective policiespolicy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policiespolicy. (c) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation Company shall not be liable under this Agreement to indemnify make any payment of amounts otherwise indemnifiable or advance Expenses payable or reimbursable hereunder if and to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the extent that Indemnitee has otherwise actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of payment under any insurance policy maintained by the Company, including any insurance purchased and maintained by the Company for such purposecontract, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute agreement or loan any monies or property to the Company to enable it to effectuate such indemnificationotherwise. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, advancement of Expenses and other rights of the Indemnitee under this Agreement shall be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC AgreementOrganizational Documents; (2) pursuant to those rights adopted by any vote of the unit holdersshareholders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC AgreementOrganizational Documents, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's ’s obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shareholders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to deemed exclusive of any other rights to which an the Indemnitee Director may at any time be entitled under applicable law, the Bylaws, any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any a vote of the unit holders; (3) as stockholders or a matter resolution of law; directors, or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment amendment, alteration or modification repeal of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee Director under this Agreement in respect of any action taken or omitted by such the Indemnitee Director acting in the Indemnitee’s [his][her] capacity as an Enterprise Fiduciary a director of the Company prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreementa change in applicable law, whether by law, amendment statute or otherwise, or an amendment to Delaware lawjudicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under the Bylaws or this Agreement, it is the intent of the parties hereto that the Indemnitee Director shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent or subsequent assertion or employment of any other right or remedy. (b) Section 2-418(k) of the MGCL permits the Company to purchase and maintain insurance or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification Arrangements”) on behalf of Director against any liability asserted against [him][her] or incurred by or on behalf of [him][her] or in such capacity as director of the Company, or arising out of [his][her] status as such, whether or not the Company would have the power to indemnify [him][her] against such liability under the provisions of this Agreement or under the MGCL, as it may then be in effect. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not in any way limit or affect the rights and obligations of the Company or of Director under this Agreement except as expressly provided herein, and the execution and delivery of this Agreement by the Company and Director shall not in any way limit or affect the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement. (c) To the extent that the Company maintains an insurance policy or policies providing liability insurance for any directors or officers of the Company, Director shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such policy or policies. If, at the time of that the receipt Company receives notice from any source of a notice of Proceeding as to which Director is a claim pursuant to the terms hereof, party or a participant (as a witness or otherwise) and the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the IndemniteeDirector, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policies. (cd) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the IndemniteeDirector, who shall execute all papers required and take all action shall do everything that may be necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to deemed exclusive of any other rights rights, by indemnification or otherwise, to which an the Indemnitee may at any time be entitled under applicable law, the Company’s Charter or Bylaws, any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any a vote of the unit holders; (3) as Company’s stockholders, a matter resolution of law; the Board, or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment amendment, alteration or modification repeal of this Agreement or of any provision hereof shall limit be effective as to Indemnitee with respect to any act or restrict any right of the omission by Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time For so long as Indemnitee serves as a director [officer] and for a period thereafter so long as such director [officer] remains subject to liability under applicable statutes of the receipt of a notice of a claim pursuant to the terms hereoflimitations, the Company has director will cause to be maintained in full force and officer effect directors’ and officers’ liability insurance covering Indemnitee or any claim made against Indemnitee by reason of his or her Corporate Status, on terms and conditions deemed appropriate by the Board. Without in effectany way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. If the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with the procedures set forth in the respective policiespolicy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policiespolicy. (c) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation Company shall not be liable under this Agreement to indemnify make any payment of amounts otherwise indemnifiable or advance Expenses payable or reimbursable hereunder if and to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the extent that Indemnitee has otherwise actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of payment under any insurance policy maintained by the Company, including any insurance purchased and maintained by the Company for such purposecontract, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute agreement or loan any monies or property to the Company to enable it to effectuate such indemnificationotherwise. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, advancement indemnification as provided by this Indemnification Supplement shall not be deemed exclusive of Expenses and other rights of the Indemnitee under this Agreement shall be in addition to any other rights to which an the Indemnitee may at any time be entitled under applicable law, the Limited Liability Agreement of DynCorp (the "LCC Agreement"), any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by policies in effect at DynCorp from time-to-time or any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciaryother arrangement. No amendment amendment, alteration or modification repeal of this Agreement Indemnification Supplement or of any provision hereof shall limit or restrict any right of the an Indemnitee under this Agreement Indemnification Supplement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreementa change in Applicable Law, whether by law, amendment statute or otherwise, or an amendment to Delaware lawjudicial decision, permits greater indemnification than would be afforded currently under the LLC Agreement or this AgreementIndemnification Supplement, it is the intent of the parties hereto that the Indemnitee Indemnitees shall enjoy by this Agreement Indemnification Supplement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) To the extent that DynCorp maintains an insurance policy or policies providing for liability insurance for directors, officers, employees, or agents or fiduciaries of DynCorp or of any other Person, each Indemnitee shall be entitled to the coverage provided by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company DynCorp has director and officer liability insurance in effect, the Company DynCorp shall give prompt notice of the commencement of such claim proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company DynCorp shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the each Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this AgreementIndemnification Supplement, the Company DynCorp shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemniteean Indemnitee under any insurance policy maintained by DynCorp, who and such Indemnitee shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company DynCorp to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, to receive advancement of Expenses and other rights of the Indemnitee under this Agreement shall be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC LP Agreement; (2) pursuant to those rights adopted by any vote of the unit holdersunitholders; (3) as a matter of law; (4) a resolution of the Board or (45) otherwise, as to actions in the Indemnitee’s 's capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s 's capacity as an Enterprise Fiduciary or in his Company Status prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC LP Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (dc) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable (or for which advancement is provided hereunder) hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement, or otherwise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders 's unitholders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the The Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement the LP Agreement, the Related Party Transaction Policy and Procedures of the Company and BBGP and any other applicable related party policy of the Company or any of its subsidiaries or affiliates as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification of Losses and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to deemed exclusive of, and shall not limit, any other rights to which an the Indemnitee may at any time be entitled under any agreementapplicable law, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote Articles, a resolution of the unit holders; (3) as a matter general meeting of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right shareholders of the Indemnitee under this Agreement in respect of Company or the Board, the D&O Insurance (as defined below), the Other Indemnification Documents, any action taken other agreement or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. otherwise. (b) To the extent that the Company maintains an amendment insurance policy or modification policies providing liability insurance for members of the LLC AgreementBoard and / or the Management Board (the D&O Insurance), whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded be covered by such change. No right D&O Insurance in accordance with its terms to the maximum extent of the coverage available for any such members of the Board and / or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedyManagement Board under such D&O Insurance. (bc) If, at the time of the receipt of a Company receives notice of a claim pursuant to Relevant Proceeding by the terms hereofIndemnitee, the Company has director maintains a D&O Insurance and officer liability insurance in effectwithout limitation to the Company's obligations under this Agreement, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with insurance company providing the procedures set forth in the respective policies. The Company shall thereafter D&O Insurance and take all necessary or desirable action actions to cause such insurers insurance company to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms and conditions of such policiesthe D&O Insurance, provided that this obligation shall not relieve the Indemnitee from any of his or her obligations under the D&O Insurance. (cd) The Company shall indemnify the Indemnitee against all Expenses in connection with any proceeding or action reasonably brought by the Indemnitee to seek recovery under the D&O Insurance. (e) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee is entitled to receive such payment under the D&O Insurance or has otherwise received such payment under any insurance policy, contract, agreement or otherwise. Indemnification Agreement by and between Molecular Partners AG and [■] (f) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company effectively to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to any other rights to which an the Indemnitee may be entitled under any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any vote of the unit holders; (3) as a matter of law; or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreement, whether by law, amendment or otherwise, or an amendment to Delaware law, permits greater indemnification than would be afforded currently under this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be deemed exclusive of any other right or remedyrights, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity by indemnification or otherwise. The assertion , to which Indemnitee may at any time be entitled under applicable law, the 4824-1265-6815 Company’s charter or employment bylaws, any agreement, a vote of any right or remedy hereunderthe Company’s stockholders, a resolution of the Board, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) If, at the time For so long as Indemnitee serves as a director and for a period thereafter so long as such director remains subject to liability under applicable statutes of the receipt of a notice of a claim pursuant to the terms hereoflimitations, the Company has director will cause to be maintained in full force and officer effect directors’ and officers’ liability insurance with reputable insurance companies, with A.M. Best ratings of “A” or better, covering Indemnitee or any claim made against Indemnitee by reason of his Corporate Status, on terms and conditions deemed appropriate by the Board, but in effectno event on terms or conditions that are less favorable to Indemnitee as those in place as of the Effective Date. Without in any way limiting any other obligation under this Agreement, the Company shall indemnify Indemnitee for any payment by Indemnitee arising out of the amount of any deductible or retention and the amount of any excess of the aggregate of all judgments, penalties, fines, settlements and Expenses actually and reasonably incurred by Indemnitee in connection with a Proceeding over the coverage of any insurance referred to in the previous sentence. If the Company receives from Indemnitee any notice of the commencement of a Proceeding, the Company shall give prompt notice of the commencement of such claim Proceeding to the insurers in accordance with the procedures set forth in the respective policiespolicy. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding Proceeding in accordance with the terms of such policiespolicy. (c) In the event of any payment by the Company under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation Company shall not be liable under this Agreement to indemnify make any payment of amounts otherwise indemnifiable or advance Expenses payable or reimbursable hereunder if and to the Indemnitee who is or was serving at the request of the Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the extent that Indemnitee has otherwise actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of payment under any insurance policy maintained by the Company, including any insurance purchased and maintained by the Company for such purposecontract, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute agreement or loan any monies or property to the Company to enable it to effectuate such indemnificationotherwise. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement as in effect at the time of the transaction.

Non-Exclusivity; Insurance; Subrogation. (a) The rights of indemnification, indemnification and to receive advancement of Expenses and other rights of the Indemnitee under as provided by this Agreement shall not be in addition to deemed exclusive of any other rights to which an the Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, including (1) the LLC Agreement; (2) pursuant to those rights adopted by any a vote of the unit holders; (3) as stockholders or a matter resolution of law; directors, or (4) otherwise, as to actions in the Indemnitee’s capacity as an Enterprise Fiduciary. No amendment or modification of this Agreement or of any provision hereof shall limit or restrict any right of the Indemnitee under this Agreement in respect of any action taken or omitted by such the Indemnitee in the Indemnitee’s capacity as an Enterprise Fiduciary prior to such amendment, alteration or repeal. To the extent that an amendment or modification of the LLC Agreementa change in Delaware law, whether by law, amendment statute or otherwise, or an amendment to Delaware lawjudicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the intent of the parties hereto that the Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) To the extent that the Company purchases and maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such claim proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company's obligation to indemnify or advance Expenses hereunder to the Indemnitee who is or was serving at the request of the [Except as provided in Section 23, t]1[T]he Company as an Enterprise Fiduciary to an Enterprise other than the Company shall be reduced by any amount the Indemnitee has actually received as indemnification or advancement of Expenses from such other Enterprise. (e) Any indemnification pursuant to this Agreement shall be made only out of the assets of the Company, including any insurance purchased and maintained by the Company for such purpose, it being agreed that the Company’s unit holders shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Company to enable it to effectuate such indemnification. (f) the Indemnitee shall not be denied indemnification in whole or in part under this Agreement because to make any payment of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was has otherwise permitted by the terms of this Agreement as in effect at the time of the transactionactually received payment for such amounts under any insurance policy, contract, agreement or otherwise.