Common use of Additional Rights and Obligations Clause in Contracts

Additional Rights and Obligations. If Indemnifying Party’s Product that is the subject of an indemnification claim under this Section 15.1(a) (or any part of it), is held to infringe any third party intellectual property rights and the use of such Product, as contemplated by this Agreement, is enjoined or is threatened to be enjoined, Indemnifying Party at its own election and expense may either: (i) procure for Indemnified Party (or, if applicable, the Indemnified Related Party) the right to continue use of such Product as authorized under this Agreement; or (ii) replace or modify the applicable Product with a version of the Product that is non-infringing and that conforms to the applicable Documentation. If, despite Indemnifying Party’s commercially reasonable efforts, neither of the alternatives in this Section 15.1(b) is available on terms which are commercially feasible within one hundred eighty (180) days of notice of a Claim, (A) Indemnifying Party will immediately notify Indemnified Party of its intent to terminate the applicable Product licenses or resale rights under this Agreement (the “Affected Products”), (B) Indemnified Party will return, cause all of its Customers to return, and cease selling or reselling any Affected Products, alone or as part of a Combined Offering and (C) Indemnifying Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED will grant Indemnified Party a credit equal to the prepaid license or subscription fees for the remainder of the applicable Product license term. To the extent either Party is unable to meet any ARR or minimum fees under this Agreement as a result of a Claim, the ARR or minimum fees required under this Agreement will be adjusted or waived as necessary to reflect the non-performance of the Indemnifying Party.

Additional Rights and Obligations. If Indemnifying Party’s Product that is the subject of an indemnification claim under this Section 15.1(a) (or any part of it), is held to infringe any third party intellectual property rights and the use of such Product, as contemplated by this Agreement, is enjoined or is threatened to be enjoined, Indemnifying Party at its own election and expense may either: (i) procure for Indemnified Party (or, if applicable, the Indemnified Related Party) the right to continue use of such Product as authorized under this Agreement; or (ii) replace or modify the applicable Product with a version of the Product that is non-infringing and that conforms to the applicable Documentation. If, despite Indemnifying Party’s commercially reasonable efforts, neither of the alternatives in this Section 15.1(b) is available on terms which are commercially feasible within one hundred eighty (180) days of notice of a Claim, (A) Indemnifying Party will immediately notify Indemnified Party of its intent to terminate the applicable Product licenses or resale rights under this Agreement (the “Affected Products”), (B) Indemnified Party will return, cause all of its Customers to return, and cease selling or reselling any Affected Products, alone or as part of a Combined Offering and (C) Indemnifying Party will grant Indemnified Party a credit equal to the prepaid license or subscription fees for the remainder of the applicable Product license term. To the extent either Party is unable to meet any ACV or minimum fees under this Agreement as a result of a Claim, the ACV or 14 ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED will grant Indemnified Party a credit equal to the prepaid license or subscription fees for the remainder of the applicable Product license term. To the extent either Party is unable to meet any ARR or minimum fees under this Agreement as a result of a Claim, the ARR or minimum fees required under this Agreement will be adjusted or waived as necessary to reflect the non-performance of the Indemnifying Party.. (c)

Additional Rights and Obligations. If Indemnifying Party’s Product that is the subject of an indemnification claim under this Section 15.1(a) (or any part of it), is held to infringe any third party intellectual property rights and the use of such Product, as contemplated by this Agreement, is enjoined or is threatened to be enjoined, Indemnifying Party at its own election and expense may either: (i) procure for Indemnified Party (or, if applicable, the Indemnified Related Party) the right to continue use of such Product as authorized under this Agreement; or (ii) replace or modify the applicable Product with a version of the Product that is non-infringing and that conforms to the applicable Documentation. If, despite Indemnifying Party’s commercially reasonable efforts, neither of the alternatives in this Section 15.1(b) is available on terms which are commercially feasible within one hundred eighty (180) days of notice of a Claim, (A) Indemnifying Party will immediately notify Indemnified Party of its intent to terminate the applicable Product licenses or resale rights under this Agreement (the “Affected Products”), (B) Indemnified Party will return, cause all of its Customers to return, and cease selling or reselling any Affected Products, alone or as part of a Combined Offering and (C) Indemnifying Party will grant Indemnified Party a credit equal to the prepaid license or subscription fees for the remainder of the applicable Product license term. To the extent either Party is unable to meet any ACV or minimum fees under this Agreement as a result of a Claim, the ACV or ACTIVE/96105181.2 [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED will grant Indemnified Party a credit equal to the prepaid license or subscription fees for the remainder of the applicable Product license term. To the extent either Party is unable to meet any ARR or minimum fees under this Agreement as a result of a Claim, the ARR or minimum fees required under this Agreement will be adjusted or waived as necessary to reflect the non-performance of the Indemnifying Party.

Additional Rights and Obligations. If Indemnifying Party’s Product The initial terms governing the shares of Series A Preferred Stock acquired by Purchaser under this Agreement (including, but not limited to, price per share, liquidation preference, conversion into Common Stock, voting rights, participation rights, and board of directors election rights) are set forth in the SI Securities, LLC Terms for Private Placement of Preferred Stock (the “Term Sheet”) that is attached as Exhibit B to this Agreement. If the subject Company issues securities in its next equity financing after the date hereof (the “Next Financing,” which for the avoidance of an indemnification claim doubt includes all further issuances of Series A Preferred Stock to other potential purchasers after the Agreement Date) that (a) have rights, preferences or privileges that are more favorable than the Term Sheet’s terms of the shares of Series A Preferred Stock sold to Purchaser under this Section 15.1(a) Agreement (e.g., pricebased anti-dilution protection or any part of ita lower per share purchase price), or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to Purchaser with respect to its shares of Series A Preferred Stock (with appropriate adjustment for economic terms or other contractual rights, including, for example, an increase to the number of shares of Series A Preferred Stock issued to Purchaser under this Agreement if there are any sales of the Series A Preferred Stock for a lower price per share than is held reflected on the signature page to infringe any third party intellectual property rights and the use of such Product, as contemplated by this Agreement), is enjoined or is threatened subject to be enjoinedPurchaser’s execution of any documents, Indemnifying Party at its own election and expense may either: (i) procure for Indemnified Party (orincluding, if applicable, investor rights, co-sale, voting, and other agreements, executed by the Indemnified Related Party) investors purchasing securities in the right Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to continue use of such Product as authorized the contrary, but subject to the Purchaser’s but not Company’s approval protections under this Agreement; or (ii) replace or modify Section 7.7, upon the applicable Product with a version execution and delivery of the Product that is non-infringing and that conforms to the applicable Documentation. If, despite Indemnifying Party’s commercially reasonable efforts, neither Next Financing Documents by purchasers holding a majority of the alternatives in this Section 15.1(b) is available on terms which are commercially feasible within one hundred eighty (180) days thenoutstanding shares of notice of a ClaimSeries A Preferred Stock held by all purchasers, (A) Indemnifying Party will immediately notify Indemnified Party of its intent to terminate the applicable Product licenses or resale rights under this Agreement (the “Affected Products”), (Bexcluding any then-existing and outstanding obligations) Indemnified Party will return, cause all shall be amended and restated by and into such Next Financing Documents and shall be terminated and of its Customers to return, and cease selling no further force or reselling any Affected Products, alone or as part of a Combined Offering and (C) Indemnifying Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED will grant Indemnified Party a credit equal to the prepaid license or subscription fees for the remainder of the applicable Product license term. To the extent either Party is unable to meet any ARR or minimum fees under this Agreement as a result of a Claim, the ARR or minimum fees required under this Agreement will be adjusted or waived as necessary to reflect the non-performance of the Indemnifying Partyeffect.

Additional Rights and Obligations. If Indemnifying Party’s Product that is 8.1 Installments for Insurance, Taxes and Other Charges. Without limiting the subject effect of any other provision of this Mortgage, Mortgagor shall, if requested by Mortgagee, pay to Mortgagee monthly with Mortgagor's payment on the Note an amount equal to one-twelfth (1/12) of the annual premiums for the insurance policies referred to hereinabove and the annual Impositions and any other item which at any time may be or become a lien upon the Mortgaged Property (the "Escrow Charges"); and on demand from time to time Mortgagor shall pay to Mortgagee any additional sums necessary to pay when due all Escrow Charges. The amounts so paid shall be security for the Secured Obligations and shall be used in payment of the Escrow Charges so long as no Event of Default shall have occurred. No amount so paid to Mortgagee shall be deemed to be trust funds but may be commingled with general funds of Mortgagee, nor shall any sums paid bear interest. Upon the occurrence of an indemnification claim under Event of Default, Mortgagee shall have the right, at its election, to apply any amount so held against the Secured Obligations due and payable in such order as Mortgagee may deem fit, and Mortgagor hereby grants to Mortgagee a lien upon and security interest in such amounts for such purpose. At Mortgagee's option, Mortgagee from time to time may waive, and after any such waiver may reinstate, the provisions of this Section 15.1(a) (8.1. In the event the interest of Mortgagor in the Mortgaged Property is sold or any part of it)otherwise transferred, is held to infringe any third party intellectual property rights and the use of such Productvoluntarily or involuntarily, as contemplated by this Agreement, is enjoined or is threatened to be enjoined, Indemnifying Party at its own election and expense may either: (i) procure for Indemnified Party (or, if applicable, the Indemnified Related Party) the right to continue use of such Product as authorized under this Agreement; or (ii) replace or modify the applicable Product with a version then all of the Product that is non-infringing interest of Mortgagor in and that conforms to the applicable Documentation. If, despite Indemnifying Party’s commercially reasonable efforts, neither of sums held by Mortgagee shall vest in the alternatives in this Section 15.1(b) is available on terms which are commercially feasible within one hundred eighty (180) days of notice of a Claim, (A) Indemnifying Party will immediately notify Indemnified Party of its intent to terminate the applicable Product licenses or resale rights under this Agreement (the “Affected Products”), (B) Indemnified Party will return, cause all of its Customers to return, and cease selling or reselling any Affected Products, alone or as part of a Combined Offering and (C) Indemnifying Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED will grant Indemnified Party a credit equal successor to the prepaid license or subscription fees for interest of Mortgagor in the remainder Mortgaged Property, subject, nevertheless, to the rights of the applicable Product license term. To the extent either Party is unable to meet any ARR or minimum fees under this Agreement as a result of a Claim, the ARR or minimum fees required under this Agreement will be adjusted or waived as necessary to reflect the non-performance of the Indemnifying PartyMortgagee hereunder.

Additional Rights and Obligations. If Indemnifying Party’s Product that is the subject of an indemnification claim under this Section 15.1(a) (or any part of it), is held to infringe any third party intellectual property rights and the use of such Product, as contemplated by this Agreement, is enjoined or is threatened to be enjoined, Indemnifying Party at its own election and expense may either: (i) procure for Indemnified Party (or, if applicable, the Indemnified Related Party) the right to continue use of such Product as authorized under this Agreement; or (ii) replace or modify the applicable Product with a version of the Product that is non-infringing and that conforms to the applicable Documentation. If, despite Indemnifying Party’s commercially reasonable efforts, neither of the alternatives in this Section 15.1(b) is available on terms which are commercially feasible within one hundred eighty (180) days of notice of a Claim, (A) Indemnifying Party will immediately notify Indemnified Party of its intent to terminate the applicable Product licenses or resale rights under this Agreement (the “Affected Products”), (B) Indemnified Party will return, cause all of its Customers to return, and cease selling or reselling any Affected Products, alone or as part of a Combined Offering and (C) Indemnifying Party [***] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED will grant Indemnified Party a credit equal to the prepaid license or subscription fees for the remainder of the applicable Product license term. To the extent either Party is unable to meet any ARR ACV or minimum fees under this Agreement as a result of a Claim, the ARR ACV or minimum fees required under this Agreement will be adjusted or waived as necessary to reflect the non-performance of the Indemnifying Party.. (c)