Common use of Primacy of Indemnification Clause in Contracts

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses expenses, or liability insurance insurance, neither procured or provided by the Company (including for this section any parent, affiliate, subsidiary, investment vehicle, or joint venture of the Company) nor any entity Indemnitee served or is serving at the direction of the Company, from a third-third party investor and certain of its affiliates (collectively, the “Fund Third Party Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Third Party Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Third Party Indemnitors from any claims against the Fund Third Party Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Third Party Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Third Party Indemnitors shall be 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 Third Party Indemnitors are express third party beneficiaries of the terms of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the its insurance policies, waives subrogation rights against IndemniteeIndemnitee and Third Party Indemnitors.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-the Indemnitee or by the party investor or parties who appointed the Indemnitee and certain of its such party’s affiliates (collectively, the “Fund IndemnitorsAppointing Party”). The Company hereby agrees that agrees, with respect to Indemnitee’s right to indemnification pursuant hereto: (i) it that the Company is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors Appointing Party or its (or the Indemnitee’s) insurer to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) it that, subject to the provisions hereof, the Company shall be required to advance the full amount of expenses incurred by the Indemnitee and indemnifiable hereunder and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the Company’s Articles Association (or any Indemnity Arrangementagreement between the Company and Indemnitee) all subject to the provisions hereof, without regard to any rights the Indemnitee may have against the Fund IndemnitorsAppointing Party or its (or the Indemnitee’s) insurer, and and, (iii) it that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors Appointing Party or its (or the Indemnitee’s) insurer from any and all claims against the Fund Indemnitors Appointing Party or its (or the Indemnitee’s) insurer for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Appointing Party or its (or the Indemnitee’s) insurer on behalf of an Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors Appointing Party or its (or the Indemnitee’s) insurer shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors Appointing Party or its (or the Indemnitee’s) insurer are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteehereof.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor the Company’s insurance provider and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, are secondary); (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, ; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee5.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by such Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Company’s certificate of incorporation or bylaws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee18.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor in Company and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of fund or other entity with which Indemnitee is associated or its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the certificate of incorporation, bylaws or other organizational agreement or instrument of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee3(f).

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-the Indemnitee or by the party investor or parties who appointed the Indemnitee and certain of its such party's affiliates (collectively, the “Fund IndemnitorsAppointing Party”). The Company hereby agrees that agrees, with respect to Indemnitee's right to indemnification pursuant hereto: (i) it that the Company is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors Appointing Party or its (or the Indemnitee's) insurer to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) it that, subject to the provisions hereof, the Company shall be required to advance the full amount of expenses incurred by the Indemnitee and indemnifiable hereunder and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the Company’s Articles Association (or any Indemnity Arrangementagreement between the Company and Indemnitee) all subject to the provisions hereof, without regard to any rights the Indemnitee may have against the Fund IndemnitorsAppointing Party or its (or the Indemnitee's) insurer, and and, (iii) it that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors Appointing Party or its (or the Indemnitee's) insurer from any and all claims against the Fund Indemnitors Appointing Party or its (or the Indemnitee's) insurer for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Appointing Party or its (or the Indemnitee's) insurer on behalf of an Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors Appointing Party or its (or the Indemnitee's) insurer shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors Appointing Party or its (or the Indemnitee's) insurer are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteehereof.

Primacy of Indemnification. The Company hereby acknowledges that one or more of the Indemnitee Directors now or in the future may have certain rights to indemnification, advancement of expenses or liability indemnification and/or insurance provided by a third-party investor and one or more of the other Indemnitees and/or certain of its their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement such Directors are primary and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation those of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or and liabilities incurred by the Indemnitee is secondary and excesssuch Directors are secondary), (ii) that it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable to Directors for the full amount of all expenses, judgments, penalties, fines and indemnifiable amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required regardless of any indemnification, insurance or benefits or accommodations provided by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from waives any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of any Director with respect to any claim for which such Director has sought indemnification from the Indemnitee Company shall affect the foregoing, and that the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of any such advancement or payment to all of the rights of recovery of the Indemnitee each Director against the Company. The In the event a Fund Indemnitor shall pay, reimburse or advance to or for the benefit of a Director, any amounts (including attorneys’ fees), judgments, fines or amounts paid in settlement which are indemnifiable by the Company pursuant to this Agreement or any other agreement between the Company and Director, then the Indemnitee agree that Company shall reimburse such Fund Indemnitor for all such amounts paid, reimbursed or advanced by the Fund Indemnitors are express third party beneficiaries Indemnitor within thirty (30) days following delivery of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed a written request therefor by the policies, waives subrogation rights against IndemniteeFund Indemnitor.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses expenses, or liability insurance provided by a third-party investor (other than the Company and certain of its affiliates Subsidiaries) (collectively, the “Fund Third-Party Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Third-Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Third-Party Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Third-Party Indemnitors from any claims against the Fund Third-Party Indemnitors for contribution, subrogation subrogation, or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Third-Party Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Third-Party Indemnitors shall be 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 Third-Party Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses expenses, or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund IndemnitorsInvestment Entities”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors Investment Entities to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund IndemnitorsInvestment Entities, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors Investment Entities from any claims against the Fund Indemnitors Investment Entities for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor Investment Entity on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors Investment Entities shall be 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 Investment Entities are express third party beneficiaries of the terms of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the its insurance policies, waives subrogation rights against IndemniteeIndemnitee and Investment Entities.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-third party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (iic) 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, judgments, penalties, fines Expenses and amounts paid in settlement by or on behalf of the Indemnitee, Indemnifiable Losses to the extent legally permitted and as required by the Constituent Documents (or any Indemnity Arrangementagreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iiic) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteehereof.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has, or may have from time to time have, certain rights to indemnification, advancement of expenses or liability Expenses and/or insurance that are either (1) provided by a third-party investor and certain of fund or other entity with which Indemnitee is associated or its affiliates (collectively“Fund Indemnitors”) or (2) pursuant to insurance obtained on Indemnitee’s own behalf (“Individual Insurance,” and together with the obligations of Fund Indemnitors, the “Fund IndemnitorsOther Arrangements”). The Company hereby agrees that (i) it is that the indemnitor of first resort, i.e., its Company will not assert in any litigation between the Company and Indemnitee that the Company’s obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporationare not primary relative to the Other Arrangements, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and that any obligation of the Fund Indemnitors providers of the Other Arrangements to advance expenses Expenses or to provide indemnification for the same expenses or liabilities Expenses, judgments, penalties, fines, other monetary remedies, amounts paid in settlement, incurred by the Indemnitee is secondary and excessor on Indemnitee’s behalf are not secondary, (ii) it that the Company shall be required to advance the full amount of expenses Expenses (subject to the provisions concerning advancement of Expenses set forth in this Agreement) incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and fines, other monetary remedies, amounts paid in settlement settlement, relative to the Other Arrangements, or as may be required by the terms of this Agreement, the Certificate of Incorporation or on behalf Bylaws of the Company (or any other agreement between the Company and Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement), without regard to any rights the Indemnitee may have against under the Fund IndemnitorsOther Arrangements, and (iii) it that with respect to the Company’s obligations to advance Expenses and indemnify Indemnitee by reason of Indemnitee’s service as an officer or director of the Company, the Company irrevocably waives, relinquishes and releases the Fund Indemnitors providers of the Other Arrangements from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the providers of the Other Arrangements on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and to the Fund Indemnitors extent consistent with the terms of the Other Arrangements the providers of the Other Arrangements shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. Nothing in this Agreement shall be deemed to prevent the Company from taking any action necessary to require its own insurer(s) to provide coverage to the Company or its officers or directors (including Indemnitee), including causing any person (including a provider of Other Arrangements) to be named as a party to a declaratory judgment action brought to obtain such relief. The Company and the Indemnitee agree that the Fund Indemnitors providers of Other Arrangements are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against IndemniteeSection.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates affiliates, other than the Company, any Related Company or the insurer under a D&O Insurance policy of the Company or any Related Company (collectively, the “Fund Entity Indemnitors”). The Company hereby agrees that the Company shall, and to the extent applicable shall cause each Related Company to, (i) it is be the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement (including, without limitation, indemnification for Damages and the obligation to make Expense Advances) and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws By-laws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Entity Indemnitors, and (iii) it . The Company hereby irrevocably waives, relinquishes and releases releases, and shall cause each Related Company to irrevocably waive, relinquish and release, the Fund Entity Indemnitors from any claims against the Fund Entity Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Entity Indemnitor on behalf of the Indemnitee shall affect the foregoing. Additionally, and the Fund Entity Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. In the event that any Entity Indemnitor makes a payment to the Indemnitee in respect of indemnification or advancement of expenses where the Company or a Related Company is the indemnitor of first resort, the Company shall, and to the extent applicable shall cause the Related Companies to, promptly and fully reimburse the Entity Indemnitor making such payment upon written demand by the Entity Indemnitor . The Company and the Indemnitee agree that the Fund Entity Indemnitors are express third party beneficiaries of the terms of this Section 147, entitled to enforce this Section 7 as though each such Entity Indemnitor were a party to this Agreement. The Company, on its own behalf Company shall cause each of the Related Companies to perform the terms and on behalf obligations of its insurers this Section 7 as though each such Related Company was a party to the extent allowed by the policies, waives subrogation rights against Indemnitee.this Agreement

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may from time to time hereafter have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates from third parties (such parties, collectively, the “Fund Additional Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Additional Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Articles of Association of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Additional Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Additional Indemnitors from any and all claims against the Fund Additional Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Additional Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Additional Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Additional Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee12.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses expenses, or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the its insurance policies, waives subrogation rights against IndemniteeIndemnitee and Fund Indemnitors.

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement, the Company’s certificate of incorporation or bylaws or any Indemnity Arrangementother agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Xxxxxxxxxx has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee18.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of from entities other than Company or its affiliates (collectively, the “Fund Other Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of IncorporationCharter, Bylaws Bylaws, other agreements, or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Other Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Other Indemnitors from any claims against the Fund Other Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Other Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Other Indemnitors shall be 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 Other Indemnitors are express third party beneficiaries of the terms of this Section 14Section. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, Company waives subrogation rights against IndemniteeIndemnitee and Other Indemnitors.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may CD&R Investor and its Affiliates that are Holders of Registrable Securities have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates their Affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement CD&R Investor and any indemnity provisions set forth in its Certificate Affiliates that are Holders of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) Registrable Securities are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities Losses incurred by the Indemnitee is CD&R Investor and its Affiliates that are Holders of Registrable Securities are secondary and excessto any such obligation of the Company), (ii) that it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Company (or any Indemnity Arrangementother agreement between the Company and the CD&R Investor or its Affiliates that are Holders of Registrable Securities), without regard to any rights the Indemnitee CD&R Investor and its Affiliates that are Holders of Registrable Securities may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind arising out in respect thereof and (y) that the CD&R Investor and its Affiliates that are Holders of or relating to Registrable Securities must seek indemnification from any Indemnity ArrangementIndemnitor before the Company must perform its indemnification obligations under this Agreement. The Company further agrees that no No advancement or indemnification payment by any Fund Indemnitor the Indemnitors on behalf of the Indemnitee CD&R Investor or its Affiliates that are Holders of Registrable Securities with respect to any claim for which the CD&R Investor or its Affiliates that are Holders of Registrable Securities has sought indemnification from the Company hereunder shall affect the foregoing, and the Fund . The Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery which the CD&R Investor and its Affiliates that are Holders of Registrable Securities would have had against the Company if the Indemnitors had not advanced or paid any amount to or on behalf of the Indemnitee against the CompanyCD&R Investor and its Affiliates that are Holders of Registrable Securities. The Company and the Indemnitee CD&R Investor and its Affiliates that are Holders of Registrable Securities agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee5.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Articles of Incorporation or Bylaws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee2(i).

Primacy of Indemnification. The Company parties hereby acknowledges acknowledge that Indemnitee is serving on the Board of Directors at the direction of the Appointing Stockholder and that Indemnitee may have has certain rights to indemnification, expense advancement and/or insurance from the Appointing Stockholder. The parties further acknowledge that, where two or more indemnitors have agreed to indemnify the same person for the same activity and the same risk, some courts have held that all of expenses or liability insurance provided by a third-party investor the indemnitors are equally liable for any indemnifiable amounts, and certain thus any indemnitor that pays more than its share of its affiliates (collectivelysuch amounts may seek contribution from the remaining indemnitors. With this Section 10, the “Fund Indemnitors”)parties to this Agreement intend to establish a hierarchy of indemnification obligations as between the Company and the Appointing Stockholder. The Company To that end, the parties hereby agrees agree that (i) it is with respect to Indemnitee’s service as a director, officer, employee, agent and/or fiduciary of the indemnitor of first resortCompany, i.e., its the Company’s obligations to the Indemnitee under this Agreement shall be the primary source of indemnification and any indemnity provisions set forth in its Certificate of Incorporationadvancement, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, while the Appointing Stockholder’s indemnification and any obligation advancement obligations shall be secondary to those of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessCompany under this Agreement, (ii) it the Company shall advance be required to make all Expense Advances and the full amount of expenses incurred by the Indemnitee and Company shall be liable for the full amount all of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, ’s Expenses to the extent legally permitted and as required by any Indemnity Arrangementthis Agreement and the Charter Documents, without regard to any rights the Indemnitee may have against the Fund IndemnitorsAppointing Stockholder, and (iii) it the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors Appointing Stockholder for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that in connection with the Company’s obligations under this Agreement, (iv) no advancement or indemnification payment of any kind by any Fund Indemnitor the Appointing Stockholder on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated (v) to the extent that the Appointing Stockholder advances or pays any amounts that the Company is obligated to advance or indemnify under this Agreement, the Appointing Stockholder, as an express third-party beneficiary of such advancement or payment to all this Agreement, shall have a right of the rights of recovery of the Indemnitee contribution and/or subrogation against the CompanyCompany for any such amounts. The Company acknowledges and the Indemnitee agree agrees that the Fund Indemnitors foregoing terms are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers material conditions to the extent allowed by the policies, waives subrogation rights against Indemnitee’s decision to enter into this Agreement.

Primacy of Indemnification. The Company Corporation hereby acknowledges that the Indemnitee has, or may have from time to time have, certain rights to indemnification, advancement of expenses or liability Expenses and/or insurance that are either (1) provided by a third-party investor and certain of fund or other entity with which Indemnitee is associated or its affiliates (collectively, the “Fund Indemnitors”) or (2) pursuant to insurance obtained on Indemnitee’s own behalf (“Individual Insurance,” and together with the obligations of Fund Indemnitors, the “Other Arrangements”). The Company Corporation hereby agrees that (i) it is that the indemnitor of first resort, i.e., its Corporation will not assert in any litigation between the Corporation and Indemnitee that the Corporation’s obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporationare not primary relative to the Other Arrangements, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and that any obligation of the Fund Indemnitors providers of the Other Arrangements to advance expenses Expenses or to provide indemnification for the same expenses or liabilities Expenses, judgments, penalties, fines, other monetary remedies and amounts paid in settlement, incurred by the Indemnitee is secondary and excessor on Indemnitee’s behalf are not secondary, (ii) it that the Corporation shall be required to advance the full amount of expenses Expenses (subject to the provisions concerning advancement of Expenses set forth in this Agreement) incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines fines, other monetary remedies and amounts paid in settlement settlement, relative to the Other Arrangements, or as may be required by the terms of this Agreement, the Certificate of Incorporation or on behalf Bylaws of the Corporation (or any other agreement between the Corporation and Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement), without regard to any rights the Indemnitee may have against under the Fund IndemnitorsOther Arrangements, and (iii) it that with respect to the Corporation’s obligations to advance Expenses and indemnify Indemnitee by reason of Indemnitee’s service as an officer or director of the Corporation, the Corporation irrevocably waives, relinquishes and releases the Fund Indemnitors providers of the Other Arrangements from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company Corporation further agrees that no advancement or indemnification payment by any Fund Indemnitor the providers of the Other Arrangements on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Corporation shall affect the foregoing, foregoing and to the Fund Indemnitors extent consistent with the terms of the Other Arrangements the providers of the Other Arrangements shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the CompanyCorporation. Nothing in this Agreement shall be deemed to prevent the Corporation from taking any action necessary to require its own insurer(s) to provide coverage to the Corporation or its officers or directors (including Indemnitee), including causing any person (including a provider of Other Arrangements) to be named as a party to a declaratory judgment action brought to obtain such relief. The Company Corporation and the Indemnitee agree that the Fund Indemnitors providers of Other Arrangements are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against IndemniteeSection.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee certain directors and officers affiliated with Company investors may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and such investors or certain of its their affiliates (collectively, the “Fund Investor Indemnitors”). The Notwithstanding anything to the contrary in this Agreement or otherwise, the Company hereby agrees that regardless of Indemnitee’s rights (ior claim thereto) it to indemnification, advancement of Expenses and/or insurance provided by the Investor Indemnitors, (a) the Company is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Investor Indemnitors to advance expenses Expenses or to provide indemnification and/or insure for the same expenses Expenses or liabilities Indemnifiable Amounts incurred by the Indemnitee is secondary and excessare secondary), (iib) it the Company shall be required to advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines Expenses and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and Indemnifiable Amounts as required by the terms of this Agreement or any Indemnity Arrangementother agreement between the Company and Indemnitee, without regard to any rights the such Indemnitee may have against the Fund Investor Indemnitors, and (iiic) it the Company irrevocably waives, relinquishes and releases the Fund Investor Indemnitors from any and all claims against the Fund Investor Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to under any Indemnity Arrangementtheory in respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Investor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Investor Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the CompanyCompany or, to the extent such subrogation is unavailable, shall have a right of contribution with respect to the amounts paid. The Company and the Indemnitee agree that the Fund Investor Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee11.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [Name of Fund/Sponsor] and certain of its [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Company’s certificate of incorporation or the Company’s bylaws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee5(c).]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [Name of Fund/Sponsor] and certain of its [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee Indemnitees may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Entity Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee Indemnitees under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Entity Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee Indemnitees is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee Indemnitees and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the IndemniteeIndemnitees, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee Indemnitees may have against the Fund Entity Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Entity Indemnitors from any claims against the Fund Entity Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Entity Indemnitor on behalf of the Indemnitee Indemnitees shall affect the foregoing, and the Fund Entity Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee Indemnitees against the Company. The Company and the Indemnitee Indemnitees agree that the Fund Entity Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee an Indemnified Person may have certain rights to other indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates from persons other than the Company (collectively, the “Fund Other Indemnitors”). The Company hereby agrees that with respect to any Indemnifiable Losses paid in settlement arising by reason of the fact that such Indemnified Person is or was an Indemnified Person, (ia) it that the Company is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) an Indemnified Person are primary, primary and any obligation of the Fund Other Indemnitors to advance expenses or to expenses, provide indemnification or otherwise pay for the same expenses or liabilities Indemnifiable Losses incurred by the Indemnitee is secondary and excesssuch Indemnified Person are secondary), (iib) it that the Company shall be required to advance the full amount of expenses Indemnifiable Losses incurred by the Indemnitee an Indemnified Person in accordance with this Section 6.6(h) and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Indemnifiable Losses to the extent legally permitted and as required by the terms of this Agreement (or any Indemnity Arrangementother agreement between the Company and an Indemnified Person), without regard to any rights the Indemnitee an Indemnified Person may have against the Fund Other Indemnitors, and (iiic) it that the Company irrevocably waives, relinquishes and releases the Fund Other Indemnitors from any and all claims against the Fund Other Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Other Indemnitors on behalf of an Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification or advancement from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Other Indemnitors shall have a right of contribution and/or to be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee such Indemnified Person against the Company. The Company and the Indemnitee each Indemnified Person agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee6.6(h).

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement, the Company’s certificate of incorporation or bylaws or any Indemnity Arrangementother agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Xxxxxxxxxx has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee19.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor Investment Group of Santa Xxxxxxx and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Indemnitee and (iii) that it shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by any the terms of this Agreement, the Constituent Documents and/or Other Indemnity ArrangementProvisions, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it . The Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee17.

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement, the Company’s certificate of incorporation or bylaws or any Indemnity Arrangementother agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee18.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [NAME OF VENTURE FUND] and certain of its affiliates (collectively, the “"Fund Indemnitors”Indemnitors "). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) that it shall be required to advance the full amount of expenses incurred by the Indemnitee lndemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee lndemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors Indernnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which lndemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.25.]6 [Signature Page Follows]

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided 9. by such Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Company’s certificate of incorporation or bylaws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee18.

Primacy of Indemnification. The Company Issuer hereby acknowledges that the Indemnitee Continuing LLC Investor and its Affiliates may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company Issuer hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement Continuing LLC Investor and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) Affiliates are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities Losses incurred by Continuing LLC Investor and its Affiliates are secondary to any such obligation of the Indemnitee is secondary and excessIssuer), (ii) that it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of the Issuer (or any Indemnity Arrangementother agreement between the Issuer, on the one hand, and Continuing LLC Investor or its Affiliates, on the other hand), without regard to any rights the Indemnitee Continuing LLC Investor or its Affiliates may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind arising out of or relating to in respect thereof and (y) that Continuing LLC Investor and its Affiliates must seek indemnification from any Indemnity ArrangementIndemnitor before the Issuer must perform its indemnification obligations under this Agreement. The Company further agrees that no No advancement or indemnification payment by any Fund Indemnitor the Indemnitors on behalf of Continuing LLC Investor or its Affiliates with respect to any claim for which Continuing LLC Investor or its Affiliates has sought indemnification from the Indemnitee Issuer hereunder shall affect the foregoing, and the Fund . The Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee which Continuing LLC Investor or its Affiliates would have had against the CompanyIssuer if the Indemnitors had not advanced or paid any amount to or on behalf of Continuing LLC Investor or its Affiliates. The Company Issuer, Continuing LLC Investor and the Indemnitee its Affiliates agree that the Fund Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee7.

Primacy of Indemnification. The Company hereby acknowledges that that, to the extent the Indemnitee is serving as a director or officer of the Company at the direction of another person or entity, the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of such other person or entity and/or its affiliates (collectively, the “Fund Other Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, Director are secondary); (ii) that it shall be required to advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Expenses to the extent legally permitted and as required by the terms of this Agreement (or any Indemnity Arrangementagreement between the Company and the Indemnitee), without regard to any rights the Indemnitee may have against the Fund Other Indemnitors, ; and (iii) that it irrevocably waives, relinquishes and releases the Fund Other Indemnitors from any and all claims against the Fund Other Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating in respect thereof to any Indemnity Arrangementthe extent permitted by the applicable law. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Other Indemnitors on behalf of the Indemnitee, to the extent reasonable and necessary, with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing, foregoing and the Fund Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company; provided, that the Indemnitee may not receive duplicate payments for the same proceedings or claims. The Company and the Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteehereof.

Primacy of Indemnification. The Company hereby acknowledges that and agrees that, to the extent the Indemnitee has or may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain in the Company and/or any of its affiliates (collectively, the “Fund Other Indemnitors”). The , the Company hereby agrees that (i) it the Company is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate articles of Incorporationincorporation, Bylaws bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it the Company shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the full extent legally permitted and as required by any this Indemnity Arrangement, the articles of incorporation and the bylaws of the Company and applicable law (collectively, the “Indemnity Provisions”), without regard to any rights the Indemnitee may have against the Fund Other Indemnitors, and (iii) it the Company irrevocably waives, relinquishes and releases the Fund Other Indemnitors from any claims against the Fund Other Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any the Indemnity ArrangementProvisions. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor Other Indemnitors on behalf of the Indemnitee shall affect the foregoing, and the Fund Other Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the CompanyCompany under the Indemnity Provisions. The Company and the Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee12.

Primacy of Indemnification. The Company Lionsgate hereby acknowledges that certain of the Indemnitee may Indemnified Persons have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and Liberty and/or certain of its affiliates Affiliates (collectively, the “Fund Indemnitors”). The Company Lionsgate hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) Indemnified Persons are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities Losses incurred by any of the Indemnitee is Indemnified Persons are secondary and excessto any such obligation of Lionsgate), (ii) that it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of Lionsgate (or any Indemnity Arrangementother agreement between Lionsgate and the relevant Indemnified Person), without regard to any rights the Indemnitee any Indemnified Person may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind arising out of or relating to in respect thereof and (y) that any Indemnity ArrangementIndemnified Person must seek indemnification from any Indemnitor before Lionsgate must perform its indemnification obligations under this Agreement. The Company further agrees that no No advancement or indemnification payment by any Fund Indemnitor the Indemnitors on behalf of the Indemnitee any Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from Lionsgate hereunder shall affect the foregoing, and the Fund . The Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery which any Indemnified Person would have had against Lionsgate if the Indemnitors had not advanced or paid any amount to or on behalf of the Indemnitee against the Companysuch Indemnified Person. The Company Lionsgate and the Indemnitee Indemnified Persons agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against IndemniteeArticle VII.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company Corporation hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) Agent are primary, primary and any obligation of any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Fund Indemnitors Corporation, any other entity controlled by the Corporation or the insurer under and pursuant to an insurance policy of the Corporation or any such controlled entity) from whom Agent may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation or any other person controlled by the Corporation may also have an indemnification or advancement obligation (collectively, the “Agent-Related Entities”) to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessAgent are secondary), (ii) that it shall be required to advance expenses in accordance with the full amount terms of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangementthis Agreement, without regard to any rights the Indemnitee Agent may have against the Fund IndemnitorsAgent-Related Entities, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors Agent-Related Entities from any and all claims against the Fund Indemnitors Agent-Related Entities for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity ArrangementAgent’s actions or service as a Board member. The Company Corporation further agrees that no advancement or indemnification payment by any Fund Indemnitor the Agent-Related Entities on behalf of Agent with respect to any claim for which Agent has sought indemnification from the Indemnitee Corporation shall affect reduce or otherwise alter the foregoingrights of Agent or the obligations of the Corporation hereunder. In the event that any of the Agent-Related Entities shall make any advancement or payment on behalf of Agent with respect to any claim for which Agent has sought indemnification from the Corporation, and the Fund Indemnitors Agent-Related Entity making such payment shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee Agent against the CompanyCorporation, and Agent shall execute all papers reasonably required and take all action reasonably necessary to secure such rights, including, without limitation, execution of such documents as are necessary to enable the Agent-Related Entities to bring suit to enforce such rights. The Company Corporation and the Indemnitee Agent agree that the Fund Indemnitors Agent-Related Entities are express third party beneficiaries of the terms of this Section 14. The Company7, on its own behalf and on behalf entitled to enforce this Section 7 as though each of its insurers the Agent-Related Entities were a party to the extent allowed by the policies, waives subrogation rights against Indemniteethis Agreement.

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by such Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Company’s certificate of incorporation or bylaws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee19.

Primacy of Indemnification. The parties hereby acknowledge that Indemnitee may be serving on the Board at the direction of another Entity, including, but not limited to, as a designee of one or more investors or funds or affiliates thereof that has invested in the Company hereby acknowledges and that the Indemnitee may have certain rights to indemnification, expense advancement and/or insurance from an Entity other than the Company. The parties further acknowledge that, where two or more indemnitors have agreed to indemnify the same person for the same activity and the same risk, some courts have held that all of expenses or liability insurance provided by a third-party investor the indemnitors are equally liable for any indemnifiable amounts, and certain thus any indemnitor that pays more than its share of its affiliates (collectivelysuch amounts may seek contribution from the remaining indemnitors. With this Section 16, the “Fund Indemnitors”)parties to this Agreement intend to establish a hierarchy of indemnification obligations as between the Company and the Entity. The Company To that end, the parties hereby agrees agree that (i) it is with respect to Indemnitee’s service as a director, officer, employee, agent and/or fiduciary of the indemnitor of first resortCompany, i.e., its the Company’s obligations to the Indemnitee under this Agreement shall be the primary source of indemnification and any indemnity provisions set forth in its Certificate of Incorporationadvancement, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, while the Entity’s indemnification and any obligation advancement obligations shall be secondary to those of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessCompany under this Agreement, (ii) it the Company shall advance be required to make all expense advances and the full amount of expenses incurred by the Indemnitee and Company shall be liable for the full amount all of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, ’s expenses to the extent legally permitted and as required by any Indemnity Arrangementthis Agreement and the charter documents, without regard to any rights the Indemnitee may have against the Fund IndemnitorsEntity, and (iii) it the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors Entity for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that in connection with the Company’s obligations under this Agreement, (iv) no advancement or indemnification payment of any kind by any Fund Indemnitor the Entity on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated (v) to the extent that the Entity advances or pays any amounts that the Company is obligated to advance or indemnify under this Agreement, the Entity, as an express third-party beneficiary of such advancement or payment to all this Agreement, shall have a right of the rights of recovery of the Indemnitee contribution and/or subrogation against the CompanyCompany for any such amounts. The Company acknowledges and the Indemnitee agree agrees that the Fund Indemnitors foregoing terms are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers material conditions to the extent allowed by the policies, waives subrogation rights against Indemnitee’s decision to enter into this Agreement.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee Preferred Members, their Affiliates and their partners, directors, officers, employees, agents, and other representatives (the “Specified Indemnified Persons”) may have certain rights to indemnification, indemnification and advancement of expenses provided by a Member or liability its Affiliate (directly or by insurance provided by a third-party investor and certain of its affiliates such Person) (collectively, the “Fund Member Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations resort of the Specified Indemnified Persons with respect to the Indemnitee matters for which indemnification is provided to them under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws that the Company will be obligated to make all payments due to or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount benefit of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, a Specified Indemnified Person to the extent legally permitted and as required by any Indemnity Arrangement, under this Agreement without regard to any rights the Indemnitee that such Specified Indemnified Person may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes a Member Indemnitor. The Company hereby waives and releases the Fund Indemnitors any and all equitable and other rights or claims to contribution, subrogation, or indemnification from any claims or against the Fund Member Indemnitors for contribution, subrogation or any other recovery in respect of any kind arising out of or relating amounts paid to any Indemnity Arrangementa Specified Indemnified Person hereunder. The Company further agrees that no advancement payment of Losses or indemnification payment expenses by any Fund Member Indemnitor on behalf to or for the benefit of the Indemnitee a Specified Indemnified Person shall affect the foregoingobligations of the Company hereunder, and that the Fund Indemnitors Company shall be subrogated obligated to repay the Member Indemnitors for all amounts so paid or reimbursed to the extent of that the Company has an obligation to indemnify a Specified Indemnified Person for such advancement Losses or payment to all of the rights of recovery of the Indemnitee against the Companyexpenses hereunder. The Company and the Indemnitee agree that the Fund Member Indemnitors are express third third-party beneficiaries of and shall have the terms power and authority to enforce the provisions of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.02(f).

Primacy of Indemnification. The Company hereby acknowledges In the event that the Indemnitee may have certain has rights to indemnification, advancement of expenses expenses, or liability insurance provided by a third-third party investor and certain or affiliates of its affiliates Indemnitee (collectively, the “Fund "Outside Indemnitors”"), this section 2.5 shall govern the relationship between the indemnification provided by the Company and that provided by the Outside Indemnitors. The Company hereby agrees that (i) it is shall be the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws Bylaws, or elsewhere (collectively, “"Indemnity Arrangements”") are primary, and any obligation of the Fund Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it . The Company shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Outside Indemnitors, and (iii) it . The Company irrevocably waives, relinquishes relinquishes, and releases the Fund Outside Indemnitors from any claims against the Fund Outside Indemnitors for contribution, subrogation subrogation, or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no No advancement or indemnification payment by any Fund Outside Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Outside Indemnitors shall be 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 Outside Indemnitors are express third party beneficiaries of the terms of this Section 142.5. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that To the extent the Indemnitee may have was nominated to serve on the Board of Directors at the direction of an Appointing Stockholder pursuant to the terms of an agreement between the Company and such Appointing Stockholder, the provisions of this Section 10 shall apply. The parties hereby acknowledge that Indemnitee is serving on the Board of Directors at the direction of the Appointing Stockholder and that Indemnitee has certain rights to indemnification, expense advancement and/or insurance from the Appointing Stockholder. The parties further acknowledge that, where two or more indemnitors have agreed to indemnify the same person for the same activity and the same risk, some courts have held that all of expenses or liability insurance provided by a third-party investor the indemnitors are equally liable for any indemnifiable amounts, and certain thus any indemnitor that pays more than its share of its affiliates (collectivelysuch amounts may seek contribution from the remaining indemnitors. With this Section 10, the “Fund Indemnitors”)parties to this Agreement intend to establish a hierarchy of indemnification obligations as between the Company and the Appointing Stockholder. The Company To that end, the parties hereby agrees agree that (i) it is with respect to Indemnitee’s service as a director, officer, employee, agent and/or fiduciary of the indemnitor of first resortCompany, i.e., its the Company’s obligations to the Indemnitee under this Agreement shall be the primary source of indemnification and any indemnity provisions set forth in its Certificate of Incorporationadvancement, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, while the Appointing Stockholder’s indemnification and any obligation advancement obligations shall be secondary to those of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessCompany under this Agreement, (ii) it the Company shall advance be required to make all advances of Expenses and the full amount of expenses incurred by the Indemnitee and Company shall be liable for the full amount all of all expensesIndemnitee’s Expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, each case to the extent legally permitted and as required by any Indemnity Arrangementthis Agreement and/or the Company’s Certificate of Incorporation and Bylaws, without regard to any rights the Indemnitee may have against the Fund IndemnitorsAppointing Stockholder, and (iii) it the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors Appointing Stockholder for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that in connection with the Company’s obligations under this Agreement, (iv) no advancement or indemnification payment of any kind by any Fund Indemnitor the Appointing Stockholder on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated (v) to the extent that the Appointing Stockholder advances or pays any amounts that the Company is obligated to advance or indemnify under this Agreement, the Appointing Stockholder, as an express third-party beneficiary of such advancement or payment to all this Agreement, shall have a right of the rights of recovery of the Indemnitee contribution and/or subrogation against the CompanyCompany for any such amounts. The Company acknowledges and the Indemnitee agree agrees that the Fund Indemnitors foregoing terms are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers material conditions to the extent allowed by the policies, waives subrogation rights against Indemnitee’s decision to enter into this Agreement.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [Name of Fund/Sponsor] and certain of its [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Company’s Memorandum of Association or Bye-laws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.5(c).]1

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor in Company and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (ia) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by the Indemnitee is secondary and excess, (iib) it shall advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iiic) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability expenses, and/or insurance provided by a third-party investor [Names of Funds/Sponsors] and certain of its their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, are secondary); (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Deed and the Articles or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, ; and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers clause [19].] [Note: This paragraph will apply only to the extent allowed directors that are appointed to the Board by the policies, waives subrogation rights against IndemniteeFund Indemnitors.]

Primacy of Indemnification. a. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates affiliates, other than the Company, any Related Company or the insurer under a D&O Insurance policy of the Company or any Related Company (collectively, the “Fund Entity Indemnitors”). The Company hereby agrees that the Company shall, and to the extent applicable shall cause each Related Company to, (i) it is be the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement (including, without limitation, indemnification for Damages and the obligation to make Expense Advances) and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws By-laws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Entity Indemnitors, and (iii) it . The Company hereby irrevocably waives, relinquishes and releases releases, and shall cause each Related Company to irrevocably waive, relinquish and release, the Fund Entity Indemnitors from any claims against the Fund Entity Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Entity Indemnitor on behalf of the Indemnitee shall affect the foregoing. Additionally, and the Fund Entity Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. In the event that any Entity Indemnitor makes a payment to the Indemnitee in respect of indemnification or advancement of expenses where the Company or a Related Company is the indemnitor of first resort, the Company shall, and to the extent applicable shall cause the Related Companies to, promptly and fully reimburse the Entity Indemnitor making such payment upon written demand by the Entity Indemnitor. The Company and the Indemnitee agree that the Fund Entity Indemnitors are express third party beneficiaries of the terms of this Section 147, entitled to enforce this Section 7 as though each such Entity Indemnitor were a party to this Agreement. The Company, on its own behalf Company shall cause each of the Related Companies to perform the terms and on behalf obligations of its insurers this Section 7 as though each such Related Company was a party to the extent allowed by the policies, waives subrogation rights against Indemniteethis Agreement.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain an Appointing Shareholder (as defined below) and/or affiliates of its affiliates such Appointing Shareholder (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee3(c).]

Primacy of Indemnification. The Company hereby acknowledges that To the extent the Indemnitee may have is a representative of a VC Fund (as defined in Section 13 hereof), the parties hereby acknowledge that Indemnitee is serving on the Board of Directors at the direction of such VC Fund and that Indemnitee has certain rights to indemnification, expense advancement and/or insurance from such VC Fund. The parties further acknowledge that, where two or more indemnitors have agreed to indemnify the same person for the same activity and the same risk, some courts have held that all of expenses or liability insurance provided by a third-party investor the indemnitors are equally liable for any indemnifiable amounts, and certain thus any indemnitor that pays more than its share of its affiliates (collectivelysuch amounts may seek contribution from the remaining indemnitors. With this Section 11, the “Fund Indemnitors”)parties to this Agreement intend to establish a hierarchy of indemnification obligations as between the Company and such VC Fund. The Company To that end, the parties hereby agrees agree that (i) it is with respect to Indemnitee’s service as a director, officer, employee, agent and/or fiduciary of the indemnitor of first resortCompany, i.e., its the Company’s obligations to the Indemnitee under this Agreement shall be the primary source of indemnification and any indemnity provisions set forth in its Certificate of Incorporationadvancement, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, while such VC Fund’s indemnification and any obligation advancement obligations shall be secondary to those of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessCompany under this Agreement, (ii) it the Company shall advance the full amount be required to make all advancement of expenses incurred by in accordance with this Agreement and the Indemnitee and Company shall be liable for the full amount all of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, ’s expenses to the extent legally permitted and as required by any Indemnity Arrangementthis Agreement, without regard to any rights the Indemnitee may have against the Fund Indemnitorssuch VC Fund, and (iii) it the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the such VC Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that in connection with the Company’s obligations under this Agreement, (iv) no advancement or indemnification payment of any kind by any such VC Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated (v) to the extent that such VC Fund advances or pays any amounts that the Company is obligated to advance or indemnify under this Agreement, such VC Fund, as an express third-party beneficiary of such advancement or payment to all this Agreement, shall have a right of the rights of recovery of the Indemnitee contribution and/or subrogation against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteefor any such amounts.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses expenses, or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation subrogation, or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a one or more third-party investor and certain of its affiliates parties (collectively, the “Fund Third Party Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Third Party Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Third Party Indemnitors from any claims against the Fund Third Party Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Third Party Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Third Party Indemnitors shall be 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 Third Party Indemnitors are express third party beneficiaries of the terms of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [Name of Fund/Sponsor] and certain of its [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates third parties (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that (i) it the Company is the indemnitor of first resort, resort with respect to the Corporate Status of the Indemnitee (i.e., its the Company’s obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee in connection with the Corporate Status of such Indemnitee is secondary and excessare secondary), (iib) it that the Company shall be required to advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangementthe terms of this Agreement or the Company’s Certificate of Incorporation or Bylaws, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iiic) it that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 141.11. The CompanyFor the avoidance of doubt, on its own behalf and on behalf it is the intent of its insurers the parties that this Agreement contain provisions which are more favorable to the extent allowed by Indemnitee and the policiesFund Indemnitors than are provided under the Company’s Certificate of Incorporation or Bylaws or applicable law and no provision of the Company’s Certificate of Incorporation or Bylaws which is less favorable shall be construed to limit the rights of Indemnitee and/or Fund Indemnitors hereunder. For the avoidance of doubt, waives (x) the Company hereby irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation rights against Indemniteeor otherwise as may exist in the Company’s Bylaws and (y) in the event of a conflict between the provisions of this Agreement and the provisions of the Company’s Certificate of Incorporation or Bylaws relating to contribution or subrogation, the provisions of this Agreement shall control.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a thirdone or more Indemnitee-party investor and certain of its affiliates related entities (as defined below), including, but not limited to, an umbrella policy (collectively, the “Fund IndemnitorsSecondary Indemnification Sources”)) which Indemnitee and the Secondary Indemnification Sources intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board of Directors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors Secondary Indemnification Sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) it that the Company 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted by the laws of the State of Delaware and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund IndemnitorsSecondary Indemnification Sources, and and, (iii) it that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors Secondary Indemnification Sources from any and all claims against the Fund Indemnitors Secondary Indemnification Sources for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Secondary Indemnification Sources on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors Secondary Indemnification Sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors Secondary Indemnification Sources are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee7.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates one or more venture capital funds or through other sources, including, but not limited to, an umbrella policy (collectively, the “Fund IndemnitorsSecondary Indemnification Sources”)) which Indemnitee and the Secondary Indemnification Sources intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors Secondary Indemnification Sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) it that the Company 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund IndemnitorsSecondary Indemnification Sources, and and, (iii) it that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors Secondary Indemnification Sources from any and all claims against the Fund Indemnitors Secondary Indemnification Sources for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Secondary Indemnification Sources on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors Secondary Indemnification Sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors Secondary Indemnification Sources are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee8.

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement, the Company’s certificate of incorporation or bylaws or any Indemnity Arrangementother agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee19.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may have in the future certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor entities and/or organizations (and certain of its their affiliates) other than the Company or the Company’s insurers or affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance Advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) that it shall advance be required to Advance the full amount of expenses Advance Expenses incurred by the Indemnitee and (iii) that it shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by any the terms of this Agreement, the Constituent Documents and/or Other Indemnity ArrangementProvisions, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it . The Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee17.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a one or more third-party investor and certain of its affiliates parties (collectively, the “Fund Third Party Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Amended and Restated Certificate of Incorporation, as amended, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Third Party Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Third Party Indemnitors from any claims against the Fund Third Party Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Third Party Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Third Party Indemnitors shall be 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 Third Party Indemnitors are express third party beneficiaries of the terms of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1411. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor investment funds managed by entities referred to as “[___]” and certain of its their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee is secondary must seek expense advancement or reimbursement, or indemnification, from any Fund Indemnitor before the Company must perform its expense advancement and excessreimbursement, (ii) it shall advance the full amount of expenses incurred and indemnification obligations, under this Agreement. No advancement or payment by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or Fund Indemnitors on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard Indemnitee with respect to any rights claim for which Indemnitee has sought indemnification from the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the . The Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the which Indemnitee would have had against the CompanyCompany if the Fund Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. The Company and If for any reason the Indemnitee agree a court of competent jurisdiction determines that the Fund Indemnitors are express third party beneficiaries not entitled to the subrogation rights described in the preceding sentence, the Fund Indemnitors shall have a right of contribution by the terms of this Section 14. The Company, on its own behalf and Company to the Fund Indemnitors with respect to any advance or payment by the Fund Indemnitors to or on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee. The Company and Indemnitee agree that each Fund Indemnitor is a third party beneficiary of this Agreement.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates one or more third parties, including the Sponsors (collectively, the “Fund Secondary Indemnitors”). The Notwithstanding any such rights, the Company hereby agrees that that: (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, are secondary); (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementagreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Secondary Indemnitors, ; and (iii) it irrevocably waives, relinquishes and releases the Fund Secondary Indemnitors from any and all claims against the Fund Secondary Indemnitors for contribution, subrogation or any other recovery of any kind arising out in respect of or relating to any Indemnity Arrangementthe amounts as provided for in subsection (ii) of this sentence. The Company further agrees that no advancement or indemnification payment by the Secondary Indemnitors (or any Fund Indemnitor insurer under a policy provided by the Secondary Indemnitors) to or on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, and the Fund . Any Secondary Indemnitors shall have a right of contribution and/or be subrogated to the extent of such they make an advancement or payment on behalf of Indemnitee to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Secondary Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee5.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its one or more Stockholder Affiliates, their affiliates or through other sources, including, but not limited to, an umbrella policy (collectively, the “Fund IndemnitorsSecondary Indemnification Sources”)) which Indemnitee and the Secondary Indemnification Sources intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors Secondary Indemnification Sources to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) it that the Company 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund IndemnitorsSecondary Indemnification Sources, and and, (iii) it that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors Secondary Indemnification Sources from any and all claims against the Fund Indemnitors Secondary Indemnification Sources for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Secondary Indemnification Sources on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors Secondary Indemnification Sources shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors Secondary Indemnification Sources are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee9.

Primacy of Indemnification. The Company hereby acknowledges In the event that the Indemnitee may have certain has rights to indemnification, advancement of expenses expenses, or liability insurance provided by a third-third party investor and certain or affiliates of its affiliates Indemnitee (collectively, the “Fund Outside Indemnitors”), this section 2.5 shall govern the relationship between the indemnification provided by the Company and that provided by the Outside Indemnitors. The Company hereby agrees that (i) it is shall be the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws Bylaws, or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it . The Company shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Outside Indemnitors, and (iii) it . The Company irrevocably waives, relinquishes relinquishes, and releases the Fund Outside Indemnitors from any claims against the Fund Outside Indemnitors for contribution, subrogation subrogation, or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no No advancement or indemnification payment by any Fund Outside Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Outside Indemnitors shall be 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 Outside Indemnitors are express third party beneficiaries of the terms of this Section 142.5. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee is secondary must seek expense advancement or reimbursement, or indemnification, from any Fund Indemnitor before the Company must perform its expense advancement and excessreimbursement, (ii) it shall advance the full amount of expenses incurred and indemnification obligations, under this Agreement. No advancement or payment by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or Fund Indemnitors on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard Indemnitee with respect to any rights claim for which Indemnitee has sought indemnification from the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the . The Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the which Indemnitee would have had against the CompanyCompany if the Fund Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. The Company and If for any reason the Indemnitee agree a court of competent jurisdiction determines that the Fund Indemnitors are express third party beneficiaries not entitled to the subrogation rights described in the preceding sentence, the Fund Indemnitors shall have a right of contribution by the terms of this Section 14. The Company, on its own behalf and Company to the Fund Indemnitors with respect to any advance or payment by the Fund Indemnitors to or on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee. The Company and Indemnitee agree that each Fund Indemnitor is a third party beneficiary of this Agreement.]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor investment funds managed by entities referred to as “VantagePoint Venture Partners” and certain of its their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee is secondary must seek expense advancement or reimbursement, or indemnification, from any Fund Indemnitor before the Company must perform its expense advancement and excessreimbursement, (ii) it shall advance the full amount of expenses incurred and indemnification obligations, under this Agreement. No advancement or payment by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or Fund Indemnitors on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard Indemnitee with respect to any rights claim for which Indemnitee has sought indemnification from the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the . The Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the which Indemnitee would have had against the CompanyCompany if the Fund Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. The Company and the Indemnitee agree If for any reason a court of competent jurisdiction determines that the Fund Indemnitors are express third party beneficiaries not entitled to the subrogation rights described in the preceding sentence, the Fund Indemnitors shall have a right of contribution by the terms of this Section 14. The Company, on its own behalf and Company to the Fund Indemnitors with respect to any advance or payment by the Fund Indemnitors to or on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability Expenses and/or insurance provided by a third-party investor one or more entities (other than the Company and its affiliates) and certain affiliates of its affiliates such entity or entities and that Indemnitee may have other sources of indemnification or insurance, whether currently in force or established in the future (collectively, the “Fund Outside Indemnitors”). The Company hereby agrees that agrees: (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Outside Indemnitors to advance expenses Expenses or to provide indemnification for the same expenses Expenses or liabilities incurred by the Indemnitee is secondary and excess, are secondary); (ii) that it shall be required to advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Expenses to the extent legally permitted and as required by the Company’s Certificate of Incorporation, its Bylaws or any Indemnity Arrangementagreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Fund Outside Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Outside Indemnitors from any and all claims against the Fund Outside Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Outside Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, and the Fund Outside Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Outside Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteehereof.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and and/or certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates third parties (collectively, the “Fund Indemnitors”). The Company hereby agrees (a) that (i) it the Company is the indemnitor of first resort, resort with respect to the Corporate Status of the Indemnitee (i.e., its the Company’s obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee in connection with the Corporate Status of such Indemnitee is secondary and excessare secondary), (iib) it that the Company shall be required to advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangementthe terms of this Agreement or the Company’s certificate of incorporation or bylaws, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iiic) it that the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing, and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee1.11.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee certain directors and officers affiliated with Oaktree Capital Management, L.P. or The Gores Group, LLC or affiliates of Oaktree Capital Management, L.P. or The Gores Group, LLC may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and such institutional investors or certain of its their affiliates (collectively, the “Fund Institutional Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Institutional Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, accordance with this Agreement without regard to any rights the Indemnitee may have against the Fund Indemnitors, Institutional Indemnitors and (iii) that it irrevocably waives, relinquishes and releases the Fund Institutional Indemnitors from any and all claims against the Fund Institutional Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Institutional Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Institutional Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Institutional Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee23.

Primacy of Indemnification. The Company hereby acknowledges Notwithstanding that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates other persons (collectively, the “Fund Other Indemnitors”). The Company hereby agrees that , the Company: (ia) it is shall be the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (iib) 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity ArrangementExpenses, without regard to any rights the Indemnitee may have against any of the Fund Other Indemnitors, and (iiic) it irrevocably waives, relinquishes and releases the Fund Other Indemnitors from for any and all claims against the Fund Other Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no No advancement or indemnification payment by any Fund Indemnitor the Other Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoingimmediately preceding sentence, and the Fund Other Indemnitors shall have a right of contribution or be 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 Other Indemnitors are express third party beneficiaries of the terms of this Section 14. The Furthermore, the Company agrees that if an Other Indemnitor is a party to or a participant in any Proceeding, and if the Other Indemnitor’s involvement in such Proceeding arises solely as a result of the Indemnitee’s service to the Company as a director of the Company, on its own behalf then the Other Indemnitor shall be entitled to all of the indemnification rights and on behalf of its insurers remedies under this Agreement to the same extent allowed by as the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [Name of Fund/Sponsor] and certain of its [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation, as may be amended from time to time, or Bylaws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee8(c).]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [Name of Fund/Sponsor] and certain of its [its][their] affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Company’s Memorandum of Association or Bye-laws (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.5(c).](1)

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and either the stockholder of the Company entitled to appoint Indemnitee to the Company’s Board of Directors or certain of its such stockholder’s affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement, the Certificate or any Indemnity Arrangementother agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee3(c).

Primacy of Indemnification. The Company hereby acknowledges and agrees that the indemnification provided to the Indemnitee may have certain rights by the Company under this Agreement, the Certificate or By-Laws, or any other agreements or covenants of the Company to provide indemnification, advancement or otherwise with respect to matters arising by reason of expenses or liability insurance provided by a third-party investor and certain of its affiliates the Indemnitee’s Corporate Status (collectively, the “Fund IndemnitorsCompany’s Indemnification Obligation”)) is primary and shall not be affected by any indemnification obligations of any other persons or entities that may apply to such matters, which other indemnification obligations shall be secondary as to such matters. Without limiting the generality of the foregoing, the Company acknowledges and agrees that the Indemnitee is a representative of Perseus Partners VII, L.P. (“Perseus”) who, pursuant to a contractual right held by Perseus, is serving in some capacity (e.g., director, officer, fiduciary) for the Company that results in his or her Corporate Status. If the Indemnitee is provided indemnification by Perseus or any of its Controlled Affiliates (other than Company and any subsidiaries thereof) (collectively, the “Perseus Entities”) in connection with any matters resulting from the Indemnitee’s service to the Company or otherwise for which a claim for indemnification may be made under the Company’s Indemnification Obligation, such other indemnification by such Perseus Entity shall be secondary and shall have no effect on the Company’s Indemnification Obligation, which shall be primary as to all matters arising by reason of the Indemnitee’s Corporate Status. The Indemnitee shall have the right to assign to any Perseus Entity its right to receive indemnification payments (including without limitation Expense Advances) from the Company hereby agrees that (i) it is whether under this Agreement or otherwise and the indemnitor of first resort, i.e., its obligations Company will recognize and honor such assignment. If any Perseus Entity makes any payment to the Indemnitee in connection with any matter for which indemnification may be sought by the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporationor otherwise pursuant to the Company’s Indemnification Obligation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable Company will promptly reimburse such Perseus Entity for the full amount of all expensessuch payment (subject, judgments, penalties, fines and amounts paid in settlement by or on behalf the case of the Indemniteeany payment that constitutes Expense Advances, to the extent legally permitted and as required delivery by any Indemnity Arrangement, without regard such Perseus Entity to any rights the Company of an undertaking to repay such amount if it shall ultimately be determined that the Indemnitee may have is not entitled to be indemnified against such Expenses) and the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further hereby agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf such Perseus Entity shall be fully subrogated to the rights of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated to the extent of any such advancement or payment to all of the (including without limitation any 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteecontribution under Article 5 hereof).

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses expenses, or liability insurance insurance, neither procured or provided by the Company (including any affiliate, subsidiary, investment vehicle, or joint venture of the Company) nor any entity Indemnitee served or is serving at the direction of the Company, from a third-third party investor and certain of its affiliates (collectively, the “Fund Third Party Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Third Party Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Third Party Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Third Party Indemnitors from any claims against the Fund Third Party Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Third Party Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Third Party Indemnitors shall be 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 Third Party Indemnitors are express third party beneficiaries of the terms of this Section 1413. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the its insurance policies, waives subrogation rights against IndemniteeIndemnitee and Third Party Indemnitors.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have now have, or in the future, obtain certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and Hidden Lion Partners Management Company, LLC, and/or certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of IncorporationCertificate, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors Indemnitors, if any, to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it the Company shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the rights, if any, Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee11.

Primacy of Indemnification. The Company Lionsgate hereby acknowledges that certain of the Indemnitee may Indemnified Persons have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and MHR Fund Management LLC and/or certain of its affiliates Affiliates (collectively, the “Fund Indemnitors”). The Company Lionsgate hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) Indemnified Persons are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities Losses incurred by any of the Indemnitee is Indemnified Persons are secondary and excessto any such obligation of Lionsgate), (ii) that it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of Lionsgate (or any Indemnity Arrangementother agreement between Lionsgate and the relevant Indemnified Person), without regard to any rights the Indemnitee any Indemnified Person may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind arising out of or relating to in respect thereof and (y) that any Indemnity Arrangement. The Company further agrees that no advancement or Indemnified Person must seek indemnification payment by from any Fund Indemnitor before Lionsgate must perform its indemnification obligations under this Agreement. No advancement or payment by the Fund Indemnitors on behalf of the Indemnitee any Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from Lionsgate hereunder shall affect the foregoing, and the . The Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery which any Indemnified Person would have had against Lionsgate if the Fund Indemnitors had not advanced or paid any amount to or on behalf of the Indemnitee against the Companysuch Indemnified Person. The Company Lionsgate and the Indemnitee Indemnified Persons agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against IndemniteeArticle VII.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee [has] [may have have] certain rights to indemnification, advancement of expenses or liability insurance provided by [Name of Fund] [a third-party investor investor] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee13.

Primacy of Indemnification. a. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and certain of its affiliates affiliates, other than the Company, any Related Company or the insurer under a D&O Insurance policy of the Company or any Related Company (collectively, the “Fund Entity Indemnitors”). The Company hereby agrees that the Company shall, and to the extent applicable shall cause each Related Company to, (i) it is be the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement (including, without limitation, indemnification for Damages and the obligation to make Expense Advances) and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws By-laws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Entity Indemnitors, and (iii) it . The Company hereby irrevocably waives, relinquishes and releases releases, and shall cause each Related Company to irrevocably waive, relinquish and release, the Fund Entity Indemnitors from any claims against the Fund Entity Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Entity Indemnitor on behalf of the Indemnitee shall affect the foregoing. Additionally, and the Fund Entity Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. In the event that any Entity Indemnitor makes a payment to the Indemnitee in respect of indemnification or advancement of expenses where the Company or a Related Company is the indemnitor of first resort, the Company shall, and to the extent applicable shall cause the Related Companies to, promptly and fully reimburse the Entity Indemnitor making such payment upon written demand by the Entity Indemnitor. The Company and the Indemnitee agree that the Fund Entity Indemnitors are express third party beneficiaries of the terms of this Section 147, entitled to enforce this Section 7 as though each such Entity Indemnitor were a party to this Agreement. The CompanyCompany shall cause each of the Related Companies to perform the terms and obligations of this Section 7 as though each such Related Company was a party to this Agreement. [Nothing contained herein is intended to limit the scope of that certain letter agreement (the “Entity Indemnitor Side Letter”), on its own behalf dated as of the date hereof, between the Company and on behalf [ ], or the rights of [ ] or its insurers to thereunder. In the extent allowed by event of a conflict between the policiesprovisions of this Agreement and the Entity Indemnitor Side Letter, waives subrogation rights against Indemniteethe provisions of the Entity Indemnitor Side Letter shall control.]

Primacy of Indemnification. The Company hereby acknowledges Notwithstanding that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates other persons (collectively, the “Fund Other Indemnitors”). The Company hereby agrees that , the Company: (i) it is shall be the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, are secondary); (ii) 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity ArrangementExpenses, without regard to any rights the Indemnitee may have against any of the Fund Other Indemnitors, ; and (iii) it irrevocably waives, relinquishes and releases the Fund Other Indemnitors from for any and all claims against the Fund Other Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no No advancement or indemnification payment by any Fund Indemnitor the Other Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoingimmediately preceding sentence, and the Fund Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Other Indemnitors are express third party beneficiaries of the terms of this Section 14. The Furthermore, the Company agrees that if an Other Indemnitor is a party to or a participant in any Proceeding, and if the Other Indemnitor’s involvement in such Proceeding arises solely as a result of Indemnitee’s service to the Company as a director of the Company, on its own behalf then the Other Indemnitor shall be entitled to all of the indemnification rights and on behalf of its insurers remedies under this Agreement to the same extent allowed by the policies, waives subrogation rights against as Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor investment funds managed by entities referred to as “[___]” and certain of its their affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee is secondary must seek expense advancement or reimbursement, or indemnification, from any Fund Indemnitor before the Company must perform its expense advancement and excessreimbursement, (ii) it shall advance the full amount of expenses incurred and indemnification obligations, under this Agreement. No advancement or payment by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or Fund Indemnitors on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard Indemnitee with respect to any rights claim for which Indemnitee has sought indemnification from the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the . The Fund Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery of the which Indemnitee would have had against the CompanyCompany if the Fund Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. The Company and If for any reason the Indemnitee agree a court of competent jurisdiction determines that the Fund Indemnitors are express third party beneficiaries not entitled to the subrogation rights described in the preceding sentence, the Fund Indemnitors shall have a right of contribution by the terms of this Section 14. The Company, on its own behalf and Company to the Fund Indemnitors with respect to any advance or payment by the Fund Indemnitors to or on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.. The Company and Indemnitee agree that each Fund Indemnitor is a third party beneficiary of this Agreement. [END OF TEXT]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates other entities and/or organizations (collectively, the “Fund Indemnitors”) and that Indemnitee may have additional sources of indemnification or insurance (other than the Company), whether currently in force or established in the future (such sources, including the Fund Indemnitors, being collectively referred to as the “Outside Indemnitors”). The Company hereby agrees that that: (i) it is the indemnitor of first resort, resort with respect to Indemnitee (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Outside Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, are secondary); (ii) it the Company 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the maximum extent legally permitted by the terms of this Agreement, the Certificate of Incorporation of the Company, the Bylaws of the Company or any other agreement between the Company and as required by any Indemnity ArrangementIndemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, any Outside Indemnitor and without regard to any rights Indemnitee may have to coverage under insurance policies maintained by any Outside Indemnitor; and (iii) it that with respect to the Company’s obligations to advance Expenses and indemnify Indemnitee by reason of Indemnitee’s service as a director of the Company, the Company irrevocably waives, relinquishes and releases the Fund Outside Indemnitors from any and all claims against the Fund Outside Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no No advancement or indemnification payment by any Fund Indemnitor Outside Indemnitor, or any insurance carrier of an Outside Indemnitor, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, and the Fund . The Outside Indemnitors shall be subrogated to the extent of such advancement or payment to all of the rights of recovery which Indemnitee would have had against the Company or any insurance carrier of the Indemnitee against Company if the CompanyOutside Indemnitors had not advanced or paid any amount to or on behalf of Indemnitee. If for any reason a court of competent jurisdiction determines that the Outside Indemnitors are not entitled to the subrogation rights described in the preceding sentence, the Outside Indemnitors shall have a right of contribution by the Company to the Outside Indemnitors with respect to any advance or payment by the Outside Indemnitors to or on behalf of Indemnitee. The Company and the Indemnitee agree that the Fund Indemnitors are each Outside Indemnitor is an express third party beneficiaries beneficiary of this Agreement and the terms of hereof. Nothing in this Section 14. The Company, on Agreement shall be deemed to prevent the Company from taking any action necessary to require its own behalf and on behalf of its insurers insurer(s) to provide coverage to the extent allowed by the policiesCompany or its directors (including Indemnitee), waives subrogation rights against Indemniteeincluding causing any person (including any Outside Indemnitor to be named as a party to a declaratory judgment action brought to obtain such relief).

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability insurance provided by a third-party investor and or certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort, i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excess, (ii) it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by any Indemnity Arrangement, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be 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 of this Section 1411.13. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.. [The remainder of this page has intentionally been left blank]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor the Fund and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the Certificate of Incorporation or By-laws (or any Indemnity Arrangementagreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of hereof.]4 3 Include this Section 14. The Company, on its own behalf and on behalf of its insurers provision if the Indemnitee is affiliated with a venture capital fund or other entity that provides indemnification to the extent allowed by Indemnitee. 4 Include this provision if the policies, waives subrogation rights against Indemnitee is affiliated with a venture capital fund or other entity that provides indemnification to the Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain additional rights to indemnification, advancement of expenses or liability Expenses and/or insurance provided by a third-party investor and certain of its affiliates obtained on Indemnitee’s behalf (collectively, the “Fund IndemnitorsOther Arrangements”). The Company hereby agrees that (i) it the Company is the indemnitor of first resort, i.e., such that its obligations to the Indemnitee under this Agreement are primary and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, and any obligation of the Fund Indemnitors Other Arrangements to advance expenses Expenses or to provide indemnification for the same expenses liabilities or liabilities Expenses incurred by the Indemnitee is secondary and excessare secondary, (ii) it the Company shall be required to advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines liabilities and amounts paid in settlement by or on behalf of the Indemnitee, Expenses to the extent legally permitted and as required by this Agreement, the bylaws, or any Indemnity Arrangementagreement between the Company and the Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitorspursuant to Other Arrangements, and (iii) it the Company irrevocably waives, relinquishes and releases the Fund Indemnitors any provider of Other Arrangements from any and all claims against the Fund Indemnitors such provider for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor provider of Other Arrangements on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, and the Fund Indemnitors providers of Other Arrangements shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee.

Primacy of Indemnification. The Company hereby acknowledges that to the extent Indemnitee may have certain rights to indemnification, advancement is serving as a director on the Company’s board of expenses directors at the request or liability insurance provided by direction of a third-party investor and venture capital fund or other entity and/or certain of its affiliates (collectively, the “Fund Indemnitors”), Indemnitee may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Fund Indemnitors. The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement, the Company’s certificate of incorporation or bylaws or any Indemnity Arrangementother agreement between the Company and Indemnitee, without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Ixxxxxxxxx has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee19.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor Charmnew Limited and Grieg International Limited (“Horizons”) and/or certain of its affiliates Affiliates, as defined below (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesexpenses (including attorneys’ fees), judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Articles of Incorporation, as amended from time to time (the “Articles of Incorporation”) and/or Bylaws of the Company, as amended from time to time (the “Bylaws”) (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 141 (d). The Company“Affiliates” shall mean, on its own behalf with respect to Horizons, any other person or entity who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Horizons, including without limitation any general partner, managing member, officer or director of such person or entity or any venture capital fund now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such person or entity, and on behalf Charmnew Limited and Grieg International Limited and their respective beneficial owners shall all be deemed Affiliates of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteeone another.

Primacy of Indemnification. The Company Lionsgate hereby acknowledges that certain of the Indemnitee may Indemnified Persons have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and AT&T and/or certain of its affiliates Affiliates (collectively, the “Fund Indemnitors”). The Company Lionsgate hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) Indemnified Persons are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities Losses incurred by any of the Indemnitee is Indemnified Persons are secondary and excessto any such obligation of Lionsgate), (ii) that it shall advance the full amount of expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by the terms of this Agreement and the articles and other organizational documents of Lionsgate (or any Indemnity Arrangementother agreement between Lionsgate and the relevant Indemnified Person), without regard to any rights the Indemnitee any Indemnified Person may have against the Fund Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims (x) against the Fund Indemnitors for contribution, indemnification, subrogation or any other recovery of any kind arising out of or relating to in respect thereof and (y) that any Indemnity ArrangementIndemnified Person must seek indemnification from any Indemnitor before Lionsgate must perform its indemnification obligations under this Agreement. The Company further agrees that no No advancement or indemnification payment by any Fund Indemnitor the Indemnitors on behalf of the Indemnitee any Indemnified Person with respect to any claim for which such Indemnified Person has sought indemnification from Lionsgate hereunder shall affect the foregoing, and the Fund . The Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery which any Indemnified Person would have had against Lionsgate if the Indemnitors had not advanced or paid any amount to or on behalf of the Indemnitee against the Companysuch Indemnified Person. The Company Lionsgate and the Indemnitee Indemnified Persons agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against IndemniteeArticle VIII.

Primacy of Indemnification. The Company parties hereby acknowledges acknowledge that Indemnitee is serving on the Board of Directors at the direction of (“Fund”) and that Indemnitee may have has certain rights to indemnification, expense advancement and/or insurance from Fund. The parties further acknowledge that, where two or more indemnitors have agreed to indemnify the same person for the same activity and the same risk, some courts have held that all of expenses or liability insurance provided by a third-party investor the indemnitors are equally liable for any indemnifiable amounts, and certain thus any indemnitor that pays more than its share of its affiliates (collectivelysuch amounts may seek contribution from the remaining indemnitors. With this Section 9, the “Fund Indemnitors”)parties to this Agreement intend to establish a hierarchy of indemnification obligations as between the Company and Fund. The Company To that end, the parties hereby agrees agree that (i) it is with respect to Indemnitee’s service as a director, officer, employee, agent and/or fiduciary of the indemnitor of first resortCompany, i.e., its the Company’s obligations to the Indemnitee under this Agreement shall be the primary source of indemnification and any indemnity provisions set forth in its Certificate of Incorporationadvancement, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, while Fund’s indemnification and any obligation advancement obligations shall be secondary to those of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessCompany under this Agreement, (ii) it the Company shall advance be required to make all Expense Advances and the full amount of expenses incurred by the Indemnitee and Company shall be liable for the full amount all of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, ’s Expenses to the extent legally permitted and as required by any Indemnity Arrangementthis Agreement, the Certificate of Incorporation and Bylaws, without regard to any rights the Indemnitee may have against the Fund IndemnitorsFund, and (iii) it the Company irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees that in connection with the Company’s obligations under this Agreement, (iv) no advancement or indemnification payment of any kind by any Fund Indemnitor on behalf of the Indemnitee shall affect the foregoing, and the Fund Indemnitors shall be subrogated (v) to the extent that Fund advances or pays any amounts that the Company is obligated to advance or indemnify under this Agreement, Fund, as an express third-party beneficiary of such advancement or payment to all this Agreement, shall have a right of the rights of recovery of the Indemnitee contribution and/or subrogation against the CompanyCompany for any such amounts. The Company acknowledges and the Indemnitee agree agrees that the Fund Indemnitors foregoing terms are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers material conditions to the extent allowed by the policies, waives subrogation rights against Indemnitee’s decision to enter into this Agreement.]

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have has certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor [FUND] and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any the Fund Indemnitor Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemnitee26.

Primacy of Indemnification. The Company hereby acknowledges that Indemnitee, as the Indemnitee case may be, may have certain rights to indemnification, advancement of expenses or liability Expenses and/or insurance provided by a third-party investor and certain of its affiliates (collectivelyFund Indemnitor, the “Fund Indemnitors”)as applicable. The Company hereby agrees that (i) it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the a Fund Indemnitors Indemnitor, as applicable, to advance expenses Expenses or to provide indemnification for the same expenses Expenses or liabilities Losses incurred by Indemnitee are secondary to any such obligation of the Indemnitee is secondary and excessCompany), (ii) that it shall be required to advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines Expenses and amounts paid in settlement by or on behalf of the Indemnitee, Losses to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementother agreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the a Fund IndemnitorsIndemnitor, as applicable, and (iii) it irrevocably waives, relinquishes and releases the each Fund Indemnitors Indemnitor, as applicable, from any and all claims (x) against the such Fund Indemnitors Indemnitor, as applicable, for contribution, indemnification, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangement. The Company further agrees in respect thereof and (y) that no the Indemnitee must seek Expense advancement or reimbursement, or indemnification, from any Fund Indemnitor, as applicable, before the Company must perform its Expense advancement and reimbursement, and indemnification obligations, under this Agreement. No advancement or payment by any Fund Indemnitor Indemnitor, as applicable, on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect any of the foregoing. Each Fund Indemnitor, and the Fund Indemnitors as applicable, shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the which Indemnitee would have had against the CompanyCompany if such Fund Indemnitor, as applicable, had not advanced or paid any amount to or on behalf of Indemnitee. The Company and the Indemnitee agree that the each Fund Indemnitors are Indemnitor is an express third party beneficiaries beneficiary of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against IndemniteeAgreement.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee has or may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates (collectively, the “Fund Telstra Indemnitors”). The Company hereby agrees that (i) it that, as between the Company and the Telstra Indemnitors, the Company is the indemnitor of first resort, i.e., its resort and that the Company’s obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Telstra Indemnitors to advance expenses Expenses or to provide indemnification for the same expenses or liabilities Expenses incurred by the Indemnitee is are secondary and excessnon contributing to the Company’s obligations to the Indemnitee, (ii) it that the Company shall be required to advance the full amount of expenses Expenses incurred by the Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, Expenses to the fullest extent legally permitted and as required by any Indemnity Arrangementthe terms of this Agreement, without regard to any rights the Indemnitee may have against the Fund Telstra Indemnitors, and (iii) it that the Company irrevocably waives, relinquishes and releases the Fund Telstra Indemnitors from any and all claims against the Fund Indemnitors any Telstra Indemnitor (A) for contribution, (B) in or resulting from subrogation or (C) for any other recovery of any kind arising out kind, whether by exercise of rights acquired by assignment or relating to any Indemnity Arrangementotherwise. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Telstra Indemnitors on behalf of the Indemnitee with respect to any claim for which the Indemnitee has sought indemnification from the Company shall affect the foregoing, foregoing and the Fund Telstra Indemnitors shall have a right to be 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 (a) that the Fund Telstra Indemnitors are express third third-party beneficiaries of the terms of this Section 14. The CompanyF (“Primacy of Indemnification; Subrogation”), on (b) that the Indemnitee holds the terms provided in this Section F (“Primary of Indemnification; Subrogation”) upon trust for the Telstra Indemnitors and (c) that, without limitation of the Indemnitee’s entitlement to enforce and plead such terms in any jurisdiction for its own behalf benefit and on behalf of its insurers to the extent allowed by Tesltra Indemnitors, the policies, waives subrogation rights against IndemniteeTelstra Indemnitors may themselves also directly enforce and plead such terms in any jurisdiction.

Primacy of Indemnification. The Company hereby acknowledges that the Indemnitee may have certain rights to indemnification, advancement of expenses or liability and/or insurance provided by a third-party investor and certain of its affiliates one or more third parties (collectively, the “Fund Secondary Indemnitors”). The Company hereby agrees that (i) that it is the indemnitor of first resort, resort (i.e., its obligations to the Indemnitee under this Agreement and any indemnity provisions set forth in its Certificate of Incorporation, Bylaws or elsewhere (collectively, “Indemnity Arrangements”) are primary, primary and any obligation of the Fund Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Indemnitee is secondary and excessare secondary), (ii) 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 expensesExpenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Indemnitee, to the extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Company (or any Indemnity Arrangementagreement between the Company and Indemnitee), without regard to any rights the Indemnitee may have against the Fund Secondary Indemnitors, and and, (iii) that it irrevocably waives, relinquishes and releases the Fund Secondary Indemnitors from any and all claims against the Fund Secondary Indemnitors for contribution, subrogation or any other recovery of any kind arising out of or relating to any Indemnity Arrangementin respect thereof. The Company further agrees that no advancement or indemnification payment by any Fund Indemnitor the Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Indemnitee Company shall affect the foregoing, foregoing and the Fund Secondary Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Company. The Company and the Indemnitee agree that the Fund Secondary Indemnitors are express third party beneficiaries of the terms of this Section 14. The Company, on its own behalf and on behalf of its insurers to the extent allowed by the policies, waives subrogation rights against Indemniteehereof.