Common use of Primacy of Indemnification; Subrogation Clause in Contracts

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party Indemnitors. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party 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 Third-Party Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitors shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (ai) The Company hereby acknowledges that Indemnitee has or certain Covered Persons may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights to indemnification and/or insurance provided by one the KKR Entities or more Third-Party the Trident Entities and certain of their Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee each Covered Person are primary and any obligation those of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, Indemnifiable Losses to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from waives any and all claims against the Third-Party 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 Third-Party Fund Indemnitors on behalf of Indemnitee any Covered Person with respect to any Claim claim for which Indemnitee such Covered Person has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, of contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee such Covered Person against the Company. (bii) Except as provided in Section 18(a6.4(h)(i) above, in the event of any payment of Indemnifiable Losses under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee from any insurance policy purchased by the Covered Person against other Persons (other than the Fund Indemnitors), and the Covered Person shall take, at the request of the Company, who shall execute all documents required and shall do all acts that may be reasonable action necessary to secure such rights and rights, including the execution of such documents as are necessary to enable the Company effectively to bring suit to enforce such rights. In no eventNotwithstanding anything to the contrary contained herein, howeverthis Section 6.4(h)(i) shall be for the exclusive benefit of the Fund Indemnitors and shall not result in any benefit to, shall the Company or right of, any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party IndemnitorPerson. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless indemnification or Expense advancement rights and/or insurance provided by one or more Third-Party Indemnitors. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party Indemnitors to advance Expenses or to provide indemnification, exoneration indemnification or hold harmless rights insurance for the same Expenses 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, to the extent legally permitted and as required or permitted by the Certificate of Incorporation or bylaws of the Company Bylaws (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party 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 Third-Party Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Indemnitors shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, ; (ii) any Third-Party Indemnitor Indemnitor; or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely and exclusively as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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.Company.]3 (b) [Except as provided in Section 18(a) above, in ][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, [or] (ii) [any Third-Party Fund Indemnitor or (iii) iii)]4 any insurance policy purchased or maintained by Indemnitee [or any Third-Party Fund Indemnitor]. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges In the event that any Indemnitee has or may in the future have certain rights to indemnification, exoneration, hold harmless or Expense advancement rights of Expenses and/or insurance provided by one any direct or more Third-Party Indemnitors. indirect stockholder of the Corporation or any affiliate thereof (any of the foregoing being a “Secondary Indemnitor”), other than insurance provided by a Secondary Indemnitor under a liability insurance policy issued to the Corporation or its officers or directors, then as between the Corporation and the Secondary Indemnitor the following shall apply: The Company hereby agrees Corporation (i1) that it is will be the indemnitor of first resort (i.e., i.e. its obligations to the Indemnitee are shall be primary and any obligation of any Third-Party Indemnitors the Secondary Indemnitor to advance Expenses or to provide indemnification, exoneration or hold harmless rights indemnification for the same Expenses or liabilities incurred by the Indemnitee are shall be secondary), ; (ii2) that it shall be required to advance the full amount of Expenses incurred by the Indemnitee and shall be liable for the full amount of all Expenses, Expenses and Indemnifiable Losses to the extent legally permitted and as required by the Certificate of Incorporation terms herein and the bylaws (or bylaws equivalent document) of the Company (or any agreement between the Company and Indemnitee)Corporation, without regard to any rights the Indemnitee may have against the Third-Party Indemnitors Secondary Indemnitor; and (iii3) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors Secondary Indemnitor from any and all claims it may have against the Third-Party Indemnitors Secondary Indemnitor for contribution, subrogation or any other recovery of any kind in respect thereofof its indemnification of and advancement of Expenses to the Indemnitee. The Company further agrees that no No advancement or payment by the Third-Party Indemnitors Secondary Indemnitor to or on behalf of an Indemnitee with respect to any Claim for which the Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall Corporation will affect the foregoing and the Third-Party Indemnitors shall have a right to receive from the Company, contribution and/or be subrogatedSecondary Indemnitor will, to the extent of such advancement or payment payment, have a right of contribution from the Corporation and/or a right of subrogation to all of the rights of recovery of the Indemnitee against the Company. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rightsCorporation. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Each Secondary Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes is an express third party beneficiary of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.Section F.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party IndemnitorsVC Funds (as defined below). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party Indemnitors VC Funds to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors VC Funds and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors VC Funds from any and all claims against the Third-Party Indemnitors VC Funds for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Third-Party Indemnitors VC Funds on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitors VC Funds shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.and/or

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party Fund and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Fund Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Fund Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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.Company.]3 (b) [Except as provided in Section 18(a) above, in ][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, [or] (ii) [any Third-Party Fund Indemnitor or (iii) iii)]4 any insurance policy purchased or maintained by Indemnitee [or any Third-Party Fund Indemnitor]. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund Name] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor Indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely and exclusively as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the CompanyCompany.]3 3 Note to Form: To be included when applicable. (b) [Except as provided in Section 18(a) above, in i][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, [or] (ii) [any Third-Party Fund Indemnitor or (iii) iii)]4 any insurance policy purchased or maintained by Indemnitee Indemnitee[ or any Third-Party Fund Indemnitor]. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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. (b) [Except as provided in Section 18(a) above, in ][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, or (ii) any Third-Party Fund Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee [or any Third-Party Fund Indemnitor]. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that the Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights to indemnification and/or insurance provided by one or more Third-Party [Name of Fund/Sponsor] and certain of [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort for all amounts payable hereunder (i.e., its obligations to Indemnitee are primary and any obligation those of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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 Expensesamounts payable hereunder (collectively, the “Indemnifiable Amounts”) to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from waives any and all claims against the Third-Party 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 Third-Party Fund Indemnitors on behalf of the Indemnitee with respect to any Claim claim for which the Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, of contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms hereof. (b) Except as provided in Section 18(a20(a) above, in the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of the Indemnitee from any insurance policy purchased by against other persons (other than the Fund Indemnitors), and the Indemnitee shall take, at the request of the Company, who shall execute all documents required and shall do all acts that may be reasonable action necessary to secure such rights and rights, including the execution of such documents as are necessary to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights to indemnification and/or insurance provided by one or more Third-Party from [Name of Fund/Sponsor] and certain of [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation those of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, Indemnifiable Amounts to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from waives any and all claims against the Third-Party 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 Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, of contribution and/or be subrogated, 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 hereof.]1 (b) [Except as provided in Section 18(aparagraph (a) above, in i]n the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee from any insurance policy purchased by against other persons (other than the Fund Indemnitors), and Indemnitee shall take, at the request of the Company, who shall execute all documents required and shall do all acts that may be reasonable action necessary to secure such rights and rights, including the execution of such documents as are necessary to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party Fund and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Company’s Bylaws or Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Fund Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Fund Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless indemnification or Expense advancement rights and/or insurance provided by one or more Third-Party Indemnitors. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party Indemnitors to advance Expenses or to provide indemnification, exoneration indemnification or hold harmless rights insurance for the same Expenses 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, to the extent legally permitted and as required or permitted by the Certificate of Incorporation or bylaws of the Company Memorandum and Articles (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party 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 Third-Party Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Indemnitors shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, ; (ii) any Third-Party Indemnitor Indemnitor; or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely and exclusively as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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.Company.](3) (b) [Except as provided in Section 18(a17(a) above, in ][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, [or] (ii) [any Third-Party Fund Indemnitor or (iiiiii)](4) any insurance policy purchased or maintained by Indemnitee [or any Third-Party Fund Indemnitor]. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party IndemnitorsVC Funds (as defined below). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party Indemnitors VC Funds to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors VC Funds and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors VC Funds from any and all claims against the Third-Party Indemnitors VC Funds for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Third-Party Indemnitors VC Funds on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitors VC Funds shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor VC Fund or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.VC Fund.](2)

Primacy of Indemnification; Subrogation. (a) The Notwithstanding anything contained herein, the Company hereby acknowledges that Indemnitee has or may in the future have certain rights to indemnification, exoneration, hold harmless or Expense advancement rights of expenses and/or insurance provided by one or more Third-Party [ ] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses expenses or to provide indemnification, exoneration or hold harmless rights indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (ii) 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 Expensesexpenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or bylaws Bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party 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 Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, of contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. (b) Except as provided in Section 18(a) above, in . The Company and Indemnitee agree that the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all Fund Indemnitors are express third party beneficiaries of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitorterms hereof. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company Corporation hereby acknowledges that Indemnitee the Indemnified Party has or may in the future have certain rights to indemnification, exoneration, hold harmless or Expense advancement rights of expenses and/or insurance provided by one or more Third-Party [Name of Fund/Sponsor] and certain of [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee the Indemnified Party are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses expenses or to provide indemnification, exoneration or hold harmless rights indemnification for the same Expenses expenses or liabilities incurred by Indemnitee the Indemnified Party are secondary), (ii) that it shall be required to advance the full amount of Expenses expenses incurred by Indemnitee the Indemnified Party and shall be liable for the full amount of all Expenses, Losses to the extent legally permitted and as required by the Certificate terms of Incorporation or this Agreement and the articles and bylaws of the Company Corporation (or any other agreement between the Company Corporation and Indemniteethe Indemnified Party), without regard to any rights Indemnitee the Indemnified Party may have against the Third-Party Indemnitors and Fund Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company Corporation further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee the Indemnified Party with respect to any Claim claim for which Indemnitee the Indemnified Party has sought indemnification, exoneration or hold harmless rights indemnification from the Company Corporation shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, of contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee the Indemnified Party against the Company. Corporation. The Corporation and the Indemnified Party agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 2.6. Promptly after receiving written notice from the Indemnified Party of any Claim or threatened Claim (b) Except as provided other than a Claim by or on behalf of the Corporation to procure a judgment in Section 18(a) aboveits favour against the Indemnified Party), the Corporation may, and upon the written request of the Indemnified Party shall, by notice in writing to the Indemnified Party, in a timely manner assume conduct of the defence thereof and retain counsel on behalf of the Indemnified Party who is reasonably satisfactory to the Indemnified Party, to represent the Indemnified Party in respect of the Claim. On delivery of such notice by the Corporation, other than pursuant to Section 2.7, the Corporation shall not be liable to the Indemnified Party under this Agreement for any fees and disbursements of counsel the Indemnified Party may subsequently incur with respect to the same matter. In the event the Corporation assumes conduct of payment under this Agreementthe defence on behalf of the Indemnified Party, the Company Indemnified Party shall be subrogated fully cooperate in such defence including, without limitation, the provision of documents, attending examinations for discovery, making affidavits, meeting with counsel, testifying and divulging to the extent of such payment Corporation all information reasonably required to all of defend or prosecute the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party IndemnitorClaim. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund Name] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws Bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely and exclusively as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, contribution and/or be subrogated, to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the CompanyCompany.]3 3 Note to Form: To be included when applicable. (b) [Except as provided in Section 18(a) above, in above,][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, [or] (ii) [any Third-Party Fund Indemnitor or (iii) iii)]4 any insurance policy purchased or maintained by Indemnitee [or any Third-Party Fund Indemnitor]. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party IndemnitorsIndemnitors (as defined below). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company Bylaws (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors Indemnitors; and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors from any and all claims against the Third-Party 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 Third-Party Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Indemnitors shall have a right to receive from the Company, 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. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, ; (ii) any Third-Party Indemnitor Indemnitor; or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company Company; and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company hereby acknowledges In the event that Indemnitee any Stockholder Indemnified Party has or may in the future have certain rights to indemnification, exoneration, hold harmless or Expense advancement rights of expenses and/or insurance provided by one any direct or more Third-Party Indemnitors. The indirect stockholder of the Company hereby agrees or any Affiliate thereof (iany of the foregoing being a “Secondary Indemnitor”), other than insurance provided by a Secondary Indemnitor under a liability insurance policy issued to the Company or its officers or directors, then as between the Company and the Secondary Indemnitor the following shall apply: the Company (a) that it is shall be the indemnitor of first resort (i.e., i.e. its obligations to Indemnitee are the Stockholder Indemnified Party shall be primary and any obligation of any Third-Party Indemnitors the Secondary Indemnitor to advance Expenses expenses or to provide indemnification, exoneration or hold harmless rights indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are the Stockholder Indemnified Party shall be secondary), ; (iib) that it shall be required to advance the full amount of Expenses expenses incurred by Indemnitee the Stockholder Indemnified Party and shall be liable for the full amount of all Expensesjudgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys’ fees and costs of investigation, to the extent legally permitted and as required by the Certificate terms of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee)these bylaws, without regard to any rights Indemnitee the Stockholder Indemnified Party may have against the Third-Party Indemnitors Secondary Indemnitor; and (iiic) that it irrevocably waives, relinquishes and releases the Third-Party Indemnitors Secondary Indemnitor from any and all claims it may have against the Third-Party Indemnitors Secondary Indemnitor for contribution, subrogation or any other recovery of any kind in respect thereofof its indemnification of and advancement of expenses to the Stockholder Indemnified Party. The Company further agrees that no No advancement or payment by the Third-Party Indemnitors Secondary Indemnitor to or on behalf of Indemnitee a Stockholder Indemnified Party with respect to any Claim claim for which Indemnitee the Stockholder Indemnified Party has sought indemnification, exoneration or hold harmless rights indemnification from the Company shall affect the foregoing and the Third-Party Indemnitors shall have a right to receive from the Company, contribution and/or be subrogatedSecondary Indemnitor shall, to the extent of such advancement or payment payment, have a right of contribution from the Company and/or a right of subrogation to all of the rights of recovery of Indemnitee the Stockholder Indemnified Party against the Company. (b) Except as provided in Section 18(a) above, in the event of payment under this Agreement, the Company . Each Secondary Indemnitor shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes an express third party beneficiary of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the IndemniteeSection 7.4.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely and exclusively as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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.Company.](3) (b) [Except as provided in Section 18(a) above, in ][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, [or] (ii) [any Third-Party Fund Indemnitor or (iiiiii)](4) any insurance policy purchased or maintained by Indemnitee [or any Third-Party Fund Indemnitor]. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.

Primacy of Indemnification; Subrogation. (a) The Company and PDMI each hereby acknowledges that Indemnitee has or may in the future have certain rights to indemnification, exoneration, hold harmless or Expense advancement rights of expenses and/or insurance provided by one Indemnitee’s employer or more Third-Party certain of its Affiliates (collectively, the “Secondary Indemnitors”). The Company and PDMI each hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Secondary Indemnitors to advance Expenses expenses or to provide indemnification, exoneration or hold harmless rights indemnification for the same Expenses expenses or liabilities incurred by Indemnitee are secondary), (ii) 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 to the extent legally permitted and as required by the terms of this Agreement and the Articles of Association of the Company and the Certificate of Incorporation or bylaws Bylaws of the Company PDMI (or any other agreement between the Company Company, PDMI and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors Secondary Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Third-Party Secondary Indemnitors from any and all claims against the Third-Party Secondary Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Company and PDMI each further agrees that no advancement or payment by the Third-Party Secondary Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights indemnification from the Company or PDMI shall affect the foregoing and the Third-Party Secondary Indemnitors shall have a right to receive from the Company, of contribution and/or be subrogated, subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company or PDMI. The Company, PDMI and Indemnitee agree that the Secondary Indemnitors are express third party beneficiaries of the terms of this Section 10(a). (b) Except as provided in Section 18(aparagraph (a) above, in the event of any payment under this Agreement, the Company and PDMI shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by (other than against the CompanySecondary Indemnitors), who shall execute all documents papers required and shall do take all acts that may be action necessary to secure such rights and rights, including execution of such documents as are necessary to enable the Company effectively and/or PDMI to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, (ii) any Third-Party Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee or any Third-Party Indemnitor. (c) For purposes of Except as provided in paragraph (a) above, neither the Company nor PDMI shall be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. (d) Except as provided in paragraph (a) above, if the Claim against Indemnitee relates to a Corporate Status that he holds for another entity or enterprise that is described in clause (iii) of the definition of “Third-Party IndemnitorCorporate Status,” means any person or entity that has and if Indemnitee is or may in be entitled to indemnification with respect to such Claim from such entity or enterprise, Indemnitee shall, following a request from the future provide Company or PDMI that he do so, apply to such entity or enterprise for indemnification with respect to the Claim, and the Company's or PDMI’s obligation to indemnify or advance Expenses hereunder to Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits related to such Corporate Status for such other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemniteeenterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other entity or enterprise.

Primacy of Indemnification; Subrogation. (a) [The Company hereby acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance provided by one or more Third-Party [Fund] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of any Third-Party the Fund Indemnitors to advance Expenses or to provide indemnification, exoneration or hold harmless rights for the same Expenses 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, to the extent legally permitted and as required by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Third-Party Indemnitors and Fund Indemnitors, (iii) that it irrevocably waives, relinquishes and releases the Third-Party Fund Indemnitors from any and all claims against the Third-Party Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereofthereof and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation or involvement arises solely and exclusively as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee. The Company further agrees that no advancement or payment by the Third-Party Fund Indemnitors on behalf of Indemnitee with respect to any Claim for which Indemnitee has sought indemnification, exoneration or hold harmless rights from the Company shall affect the foregoing and the Third-Party Fund Indemnitors shall have a right to receive from the Company, 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.Company.]3 (b) [Except as provided in Section 18(a) above, in ][I]n the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee from any insurance policy purchased by the Company, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation or otherwise, against (i) Indemnitee, [or] (ii) [any Third-Party Fund Indemnitor or (iii) iii)]4 any insurance policy purchased or maintained by Indemnitee [or any Third-Party Fund Indemnitor]. 3 Note to Form: To be included when applicable. 4 Note to Form: To be included when applicable. (c) For purposes of this Agreement “Third-Party Indemnitor” means any person or entity that has or may in the future provide to the Indemnitee any indemnification, exoneration, hold harmless or Expense advancement rights and/or insurance benefits other than (i) the Company and (ii) any entity or entities through which the Company maintains liability insurance applicable to the Indemnitee.