Common use of Sources of Recovery Clause in Contracts

Sources of Recovery. The Milestone Set-off shall be the sole and exclusive recourse for any and all payments that may become owing to the Immedica Indemnified Parties pursuant to a claim for indemnification under this Article VII (other than (A) pursuant to Section 7.2(d), (B) pursuant to Section 7.2(b) with respect to any breach of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct or intentional fraud (collectively, the “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not be entitled to recover any Loss (or series of related Losses) against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim in respect of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3.

Sources of Recovery. The Milestone Set-off shall be In the sole and exclusive recourse for any and all payments that may become owing to the Immedica Indemnified Parties pursuant to event of a claim for indemnification by any Buyer Indemnified Party under this Article VII IX, the Losses shall be satisfied, subject to the satisfaction of the Basket pursuant to Section 9.08(a) (other than if applicable), from the Preferred Shares by adjusting the conversion ratio as set forth in Section 4.2 the Certificate of Designation (the “Conversion Ratio”) as set forth below; provided, that Buyer may elect to satisfy any such Losses by deducting a number of shares equal to the amount of such Losses from the Earn-Out Shares if there are outstanding Losses if and when the Earn-Out Shares are to be issued to Sellers. Promptly following the 24-month anniversary of the Closing Date and the settlement of any then-pending claims for Losses, Buyer shall amend the Certificate of Designation to adjust the Conversion Ratio such that the aggregate number of shares of Common Stock issuable upon the conversion of the Preferred Shares shall be equal to the product of (1) the quotient of (A) pursuant the difference between (i) $3,000,000 less (ii) that amount of Losses to Section 7.2(d)be satisfied hereunder, divided by (B) pursuant to Section 7.2(b$3,000,000, multiplied by (2) with respect the number of shares of Common Stock that would have otherwise been issuable upon the conversion of the Preferred Shares prior to any breach adjustment of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice Conversion Ratio set forth herein. For the sake of such breachexample, and (C) with respect to willful misconduct or intentional fraud (collectively, if 3,000,000 shares of Common Stock were otherwise issuable upon the “Excluded Indemnity Matters”)); provided that (i) conversion the Immedica Indemnified Parties shall not be entitled to recover any Loss (or series of related Losses) against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim in respect of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted againstPreferred Shares, and the Immedica Buyer Indemnified Parties successfully claimed $1,000,000 of Losses, then the Conversion Ratio shall not be entitled to indemnification from, Aeglea or any adjusted such that 2,000,000 shares of its Subsidiaries for a claim for indemnification under Article VII (other than in respect Common Stock would be issuable upon the conversion of the Excluded Indemnity MattersPreferred Shares, but subject as further evidenced below: Until such time that all Preferred Shares have been converted to Common Stock, in no event shall Buyer otherwise amend the proviso Certificate of Designation except as otherwise provided in this Section 7.6) except 9.09 without the prior written consent of the holders of a majority of the Preferred Shares issued or issuable to the extent such recourse is limited Seller’s stockholders pursuant to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3Agreement.