Common use of Indemnification Hereunder Not Exclusive Clause in Contracts

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Constituent Documents of the Corporation, any agreement, any vote of stockholders or Disinterested Directors, the NYBCL or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office (collectively, "Other Indemnity Provisions"); provided, however, that (i) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (ii) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of Indemnitee.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement Nothing herein shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under diminish or otherwise restrict the Constituent Documents of the Corporation, any agreement, any vote of stockholders or Disinterested Directors, the NYBCL or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office (collectively, "Other Indemnity Provisions"); provided, however, that (i) to the extent that Indemnitee otherwise would have any greater Indemnitee’s right to indemnification under any Other Indemnity Provisionprovision of the Restated Certificate of Incorporation or the Bylaws of the Company and amendments thereto or under law. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. It is the intention of the parties in entering into this Agreement that the insurers under any D&O Insurance policy of the Company or of CONSOL which applies to the Company as a subsidiary of CONSOL shall be obligated ultimately to pay any claims by Indemnitee will which are covered by such policy and not to give such insurers any rights against the Company under or with respect to this Agreement, including, without limitation, any right to be subrogated to any of Indemnitee’s rights hereunder, unless otherwise expressly agreed to by the Company in writing, and the obligation of such insurers to the Company or Indemnitee shall not be deemed reduced or impaired in any respect by virtue of the provisions of this Agreement. Notwithstanding any other indemnification to have such greater right hereunder which the Indemnitee may be entitled from CONSOL, the Company desires to serve as the primary indemnitor and (ii) the indemnitor of first resort with respect to the Indemnitee’s service to the Company as a member of the Board or officer to the extent that any change is made D&O Insurance maintained by the Company, or by CONSOL to the extent that any Other Indemnity Provision CONSOL D&O Insurance applies to the Company as a subsidiary of CONSOL, has not indemnified the Indemnitee (“Uninsured Loss”). As between the Company on the one hand and CONSOL on the other, the Company shall have the primary and first responsibility to indemnify fully the Indemnitee for any Uninsured Loss with respect to the Indemnitee’s service to the Company and its subsidiaries. As such, the Company (and not CONSOL) shall be required to advance Expenses and be liable for all Uninsured Loss amounts paid in settlement of any claims for which permits any greater right the Indemnitee would be entitled to indemnification than that provided under this Agreement as of from the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification Company under this Agreement or otherwise. Further, the Company hereby irrevocably waives, relinquishes and releases CONSOL from any Other Indemnity Provisionclaims against CONSOL for contribution, subrogation or any other type of recovery in respect of indemnification obligations owed to the Indemnitee with respect to the Indemnitee’s service to the Company and its subsidiaries. If CONSOL advances any amount to the Indemnitee with respect to an Uninsured Loss for which the Indemnitee is entitled to indemnification from the Company, CONSOL shall be expressly permitted to seek reimbursement from the Company for such advanced amount and for any amounts incurred by CONSOL (including in respect of attorneys’ fees and expenses) in enforcing such right to reimbursement. The indemnification provided by this Agreement shall continue as to Company and the Indemnitee even though he or she may have ceased to be a director, officer, employee or agent acknowledge and agree that CONSOL is an express third party beneficiary of the Corporation and shall inure to the benefit of the heirs and personal representatives of Indemniteeterms hereof.

Indemnification Hereunder Not Exclusive. (a) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents Certification of Incorporation, the CorporationBy-Laws, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. Nothing contained in this Agreement shall be deemed to prohibit the Corporation from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office (collectivelycapacity, "Other Indemnity Provisions")or arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement; provided, however, provided that (i) the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, contract, agreement or otherwise. (b) The Corporation hereby acknowledges that Indemnitee will be deemed has certain rights to have such greater right hereunder indemnification, advancement of expenses and/or insurance provided by the Fund and certain of its affiliates (the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligations of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that, to the extent that the Corporation is otherwise required hereunder, the Corporation shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Corporation (or any change is made agreement between the Corporation and the Indemnitee), without regard to any Other Indemnity Provision which permits rights Indemnitee may have against the Fund Indemnitors, and, (iii) that the Corporation irrevocably waives, relinquishes and releases the Fund Indemnitors from any greater right and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation to indemnification than that provided under this Agreement the Indemnitee as of the date hereof, Indemnitee will be deemed to have such greater right required hereunder. The indemnification rights afforded to Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Indemnitee hereby are contract rights shall affect the foregoing and the Corporation will not adopt any amendment Fund Indemnitors shall have a right of contribution and/or be subrogated to any the extent of such advancement or payment to all of the Constituent Documents rights of recovery of Indemnitee hereunder against the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity ProvisionCorporation. The indemnification provided by this Agreement shall continue as to Corporation and Indemnitee even though he or she may have ceased to be a director, officer, employee or agent agree that the Fund Indemnitors are express third party beneficiaries of the Corporation and shall inure to the benefit of the heirs and personal representatives of Indemniteeterms hereof.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided --------------------------------------- by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Constituent Documents Code or the Articles of Incorporation or Bylaws of the Corporation, any other agreement, any vote of stockholders or Disinterested Directors, the NYBCL or otherwise, both either as to action in his or her official capacity and or as to action in another capacity while holding such office (collectively, "Other Indemnity Provisions"); provided, however, that (i) to any other capacity. To the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provisionprovision of the Code or the Articles of Incorporation or Bylaws of the Corporation as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder and (ii) hereunder, and, to the extent that any change is made to any Other Indemnity Provision the Code (whether by legislative action or judicial decision) or the Articles of Incorporation or Bylaws of the Corporation, which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunderthereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any the Articles of Incorporation or Bylaws of the Constituent Documents Corporation, the effect of which would be to eliminate, deny, diminish, diminish or encumber or otherwise affect Indemnitee's right to indemnification under this Agreement the Code or any Other Indemnity Provisionthe Articles of Incorporation or Bylaws of the Corporation, or otherwise, as applied to anything actually or allegedly done or failed to be done in whole or in part prior to the date upon which the amendment was approved by the Corporation's Board of Directors, its shareholders, or both, as the case may be. The rights to indemnification provided by and advancement of expenses under this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, director and/or officer, employee or agent to serve in any capacity for or on behalf of the Corporation or any other enterprise, and shall inure to the benefit of the heirs and personal representatives heirs, executors, administrators or estate of Indemnitee.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement Deed shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents of the CorporationCompany’s Constitution, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL any law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding maintaining the Indemnitee’s Corporate Status with the Company. Nothing contained in this Deed shall be deemed to prohibit the Company from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office (collectivelycapacity, "Other Indemnity Provisions")or arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Deed; provided, however, provided that (i) the Company shall not be liable under this Deed to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, Indemnitee will be deemed contract, agreement or otherwise. In addition to have such greater right all other obligations hereunder and (ii) without limiting any rights of the Indemnitee hereunder subject to Paragraph 13, the Company expressly agrees to, and hereby assumes, all indemnification, advancement of Expenses and/or all other obligations of Cimpress N.V. to the extent that any change is made Indemnitee in existence immediately prior to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as the effectiveness of the date hereofMerger, Indemnitee will be deemed pursuant to, and upon the terms of, the provisions set forth in any then existing indemnification agreement to have such greater right hereunder. The indemnification rights afforded which Cimpress N.V. is bound and in the articles of association and organizational regulations of Cimpress N.V. as then in effect and applicable without regard to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any effectiveness of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of IndemniteeMerger.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents Indemnitor’s Certificate of Incorporation or Bylaws, the CorporationCompany’s Constitution, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL any law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding maintaining the Indemnitee’s Corporate Status with the Company. Nothing contained in this Agreement shall be deemed to prohibit the Company from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office (collectivelycapacity, "Other Indemnity Provisions")or arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement; provided, however, provided that (i) the Indemnitor shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, Indemnitee will be deemed contract, agreement or otherwise. In addition to have such greater right all other obligations hereunder and (ii) without limiting any rights of the Indemnitee hereunder, the Indemnitor expressly agrees to, and hereby assumes, all indemnification, advancement of Expenses and/or all other obligations of Cimpress N.V. to the extent that any change is made Indemnitee in existence immediately prior to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as the effectiveness of the date hereofmerger of Cimpress N.V. into the Company on December 3, Indemnitee will be deemed 2019, pursuant to, and upon the terms of, the provisions set forth in any then existing indemnification agreement to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights which Cimpress N.V. is bound and in the Corporation will not adopt any amendment to any articles of the Constituent Documents the association and organizational regulations of Cimpress N.V. as then in effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Corporation and shall inure applicable without regard to the benefit effectiveness of the heirs and personal representatives of Indemniteesuch merger.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided --------------------------------------- by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Constituent Documents General Corporation Law of the State of Georgia, the Articles of Incorporation or By-laws of the Corporation, any other agreement, any vote of stockholders or Disinterested disinterested Directors, the NYBCL or otherwise, both either as to action in his or her official capacity and or as to action in another capacity while holding such office (collectively, "Other Indemnity Provisions"); provided, however, that (i) to any other capacity. To the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provisionprovision of the General Corporation Law of the State of Georgia or the Articles of Incorporation or By-laws of the Corporation as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder and (ii) hereunder, and, to the extent that any change is made to any Other Indemnity Provision the General Corporation Law of the State of Georgia (whether by legislative action or judicial decision) or the Articles of Incorporation or the By-laws of the Corporation, which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunderthereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any the Articles of Incorporation or By-laws of the Constituent Documents Corporation, the effect of which would be to eliminate, deny, diminish, diminish or encumber or otherwise affect Indemnitee's right to indemnification under this Agreement the General Corporation Law of the State of Georgia, the Articles of Incorporation or any Other Indemnity Provisionthe By-laws of the Corporation or otherwise as applied to anything actually or allegedly done or failed to be done in whole or in part prior to the date upon which the amendment was approved by the Corporation's Board of Directors, its stockholders or both, as the case may be. The rights to indemnification provided by and advancement of expenses under this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a directorDirector and/or Officer, officer, employee or agent to serve in any capacity for or on behalf of the Corporation or any other enterprise, and shall inure to the benefit of the heirs and personal representatives heirs, executors, administrators or estate of Indemnitee.

Indemnification Hereunder Not Exclusive. (a) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents Restated Certification of Incorporation, the CorporationAmended and Restated By-Laws, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. (b) Nothing contained in this Agreement shall be deemed to prohibit the Corporation from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office capacity, or arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement; provided that, [except as provided in paragraph (collectivelyc) below], "Other Indemnity Provisions"); provided, however, that (i) the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, contract, agreement or otherwise. (c) [The Corporation hereby acknowledges that Indemnitee will be deemed has certain rights to have such greater right hereunder indemnification, advancement of expenses and/or insurance provided by certain VC Funds and certain of their affiliates (collectively, the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee 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 are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under legally permitted and as required by the terms of this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any Certificate of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber Incorporation or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent Bylaws of the Corporation (or any other agreement between the Corporation and Indemnitee), without regard to any rights 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 in respect thereof. The Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Corporation shall inure affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the benefit extent of such advancement or payment to all of the heirs rights of recovery of Indemnitee against the Corporation. The Corporation and personal representatives Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of Indemniteethe terms of this Section 14(c).]

Indemnification Hereunder Not Exclusive. (a) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents Certification of Incorporation, the CorporationBy-Laws, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. Nothing contained in this Agreement shall be deemed to prohibit the Corporation from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office (collectivelycapacity, "Other Indemnity Provisions")or arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement; provided, however, provided that (i) the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, contract, agreement or otherwise. (b) [The Corporation hereby acknowledges that Indemnitee will be deemed has certain rights to have such greater right hereunder indemnification, advancement of expenses and/or insurance provided by the Fund Manager and certain of its affiliates (the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligations of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that, to the extent that any change the Corporation is made otherwise required hereunder, the Corporation shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted, without regard to any Other Indemnity Provision which permits rights Indemnitee may have against the Fund Indemnitors, and (iii) that the Corporation irrevocably waives, relinquishes and releases the Fund Indemnitors from any greater right and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation to indemnification than that provided under this Agreement the Indemnitee as of the date hereof, Indemnitee will be deemed to have such greater right required hereunder. The indemnification rights afforded to Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Indemnitee hereby are contract rights shall affect the foregoing and the Corporation will not adopt any amendment Fund Indemnitors shall have a right of contribution and/or be subrogated to any the extent of such advancement or payment to all of the Constituent Documents rights of recovery of Indemnitee hereunder against the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity ProvisionCorporation. The indemnification provided by this Agreement shall continue as to Corporation and Indemnitee even though he or she may have ceased to be a director, officer, employee or agent agree that the Fund Indemnitors are express third party beneficiaries of the Corporation and shall inure to the benefit of the heirs and personal representatives of Indemniteeterms hereof.]

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by --------------------------------------- this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Constituent Documents General Business Corporation Code of the State of Georgia (the "Corporate Code"), the Articles of Incorporation or By- laws of the Corporation, any other agreement, any vote of stockholders or Disinterested disinterested Directors, the NYBCL or otherwise, both either as to action in his or her official capacity and or as to action in another capacity while holding such office (collectively, "Other Indemnity Provisions"); provided, however, that (i) to any other capacity. To the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provisionprovision of the Corporate Code or the Articles of Incorporation or By-laws of the Corporation as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder and (ii) hereunder, and, to the extent that any change is made to any Other Indemnity Provision the Corporate Code (whether by legislative action or judicial decision) or the Articles of Incorporation or the By-laws of the Corporation, which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunderthereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any the Articles of Incorporation or By-laws of the Constituent Documents Corporation, the effect of which would be to eliminate, deny, diminish, diminish or encumber or otherwise affect Indemnitee's right to indemnification under this Agreement the Corporate Code, the Articles of Incorporation or any Other Indemnity Provisionthe By-laws of the Corporation or otherwise as applied to anything actually or allegedly done or failed to be done in whole or in part prior to the date upon which the amendment was approved by the Corporation's Board of Directors, its stockholders or both, as the case may be. The rights to indemnification provided by and advancement of expenses under this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a directorDirector and/or Officer, officer, employee or agent to serve in any capacity for or on behalf of the Corporation or any other enterprise, and shall inure to the benefit of the heirs and personal representatives heirs, executors, administrators or estate of Indemnitee.

Indemnification Hereunder Not Exclusive. (a) The Corporation hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by third parties (collectively, the “Other Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement and Amended and Restated Certification of Incorporation or the Amended and Restated By-Laws of the Corporation (or any other agreement between the Corporation and Indemnitee), without regard to any rights Indemnitee may have against the Other Indemnitors, and, (iii) that it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof; provided, however, that this Section 13(a) shall not apply in the case of Indemnitee’s willful or grossly negligent breach of fiduciary duties. Except as provided herein, the Corporation further agrees that no advancement or payment by the Other Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Corporation shall affect the foregoing and the 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 Indemnitee against the Corporation. (b) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents Amended and Restated Certification of Incorporation, the CorporationAmended and Restated By-Laws, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. (c) The Corporation shall use commercially reasonable efforts to purchase and maintain Directors and Officers liability insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office (collectivelycapacity, "Other Indemnity Provisions"); providedor arising out of the Indemnitee’s status as such, howeverwhether or not the Indemnitee would be indemnified against such expense, that (i) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (ii) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided liability or loss under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of IndemniteeAgreement.

Indemnification Hereunder Not Exclusive. (a) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents Restated Certification of Incorporation, the CorporationAmended and Restated By-Laws, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. (b) Nothing contained in this Agreement shall be deemed to prohibit the Corporation from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office capacity, or arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement; provided that, [except as provided in paragraph (collectively, "Other Indemnity Provisions"); provided, however, that (ic) below,] the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, contract, agreement or otherwise. (c) [The Corporation hereby acknowledges that Indemnitee will be deemed has certain rights to have such greater right hereunder indemnification, advancement of expenses and/or insurance provided by certain VC Funds and certain of their affiliates (collectively, the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee 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 are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under legally permitted and as required by the terms of this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any Certificate of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber Incorporation or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent Bylaws of the Corporation (or any other agreement between the Corporation and Indemnitee), without regard to any rights 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 in respect thereof. The Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Corporation shall inure affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the benefit extent of such advancement or payment to all of the heirs rights of recovery of Indemnitee against the Corporation. The Corporation and personal representatives Indemnitee agree that the Fund Indemnitors are express third party beneficiaries of Indemniteethe terms of this Section 14(c).]

Indemnification Hereunder Not Exclusive. The indemnification indemnification, contribution and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents certificate of incorporation or by-laws of the Indemnitor or the organizational documents of any Corporation, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL DGCL, any other law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding office for a Corporation. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such office (collectivelyIndemnitee prior to such amendment, "Other Indemnity Provisions"); provided, however, that (i) to alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would be afforded currently under this Agreement, the certificate of incorporation or by-laws of the Indemnitor or any Corporation or any other agreement, it is the intent of the parties hereto that Indemnitee otherwise would have any shall enjoy by this Agreement the greater right to indemnification under any Other Indemnity Provision, Indemnitee will benefits so afforded by such change. Nothing contained in this Agreement shall be deemed to have prohibit the Indemnitor or any Corporation from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such greater right hereunder and (ii) to capacity, or arising out of the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of IndemniteeAgreement.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Constituent Documents of the Corporation, any agreement, any vote of stockholders or Disinterested Directors, the NYBCL or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office (collectively, "Other Indemnity Provisions"); provided, however, that (i) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (ii) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any of the Constituent Documents the effect of which would be to eliminate, deny, <PAGE> diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of Indemnitee.

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided --------------------------------------- by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Constituent Documents General Company Law of the CorporationState of Delaware, the Certificate of Incorporation and/or Bylaws of the Company, any other agreement, any vote of stockholders or Disinterested disinterested Directors, the NYBCL or otherwise, both either as to action in his or her official capacity and or as to action in another capacity while holding such office (collectively, "Other Indemnity Provisions"); provided, however, that (i) to any other capacity. To the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provisionprovision of the General Company Law of the State of Delaware or the Certificate of Incorporation and/or Bylaws of the Company as in effect on the date hereof, Indemnitee will be deemed to have such greater right hereunder and (ii) hereunder, and, to the extent that any change is made to any Other Indemnity Provision the General Company Law of the State of Delaware (whether by legislative action or judicial decision) and/or the Certificate of Incorporation and/or the Bylaws of the Company which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation Company will not adopt any amendment to any the Certificate of Incorporation or Bylaws of the Constituent Documents Company the effect of which would be to eliminate, deny, diminish, diminish or encumber or otherwise affect Indemnitee's right to indemnification under this Agreement the General Company Law of the State of Delaware, the Certificate of Incorporation and/or the Bylaws of the Company or any Other Indemnity Provisionotherwise as applied to anything actually or allegedly done or failed to be done in whole or in part prior to the date upon which the amendment was approved by the Company's Board of Directors and/or its stockholders, as the case may be. The rights to indemnification provided by and advancement of expenses under this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee Director and/or Officer or agent of to serve in any capacity the Corporation Company or any other enterprise and shall inure to the benefit of the heirs and personal representatives heirs, executors, administrators or estate of Indemnitee.

Indemnification Hereunder Not Exclusive. (a) The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may be entitled under the Constituent Documents Certification of Incorporation, the CorporationBy-Laws, any other agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL General Corporation Law of Delaware, any other law (common or statutory), or otherwise, both as to action in his the Indemnitee’s official capacity and as to action in another capacity while holding office for the Corporation. Nothing contained in this Agreement shall be deemed to prohibit the Corporation from purchasing and maintaining insurance, at its expense, to protect itself or the Indemnitee against any expense, liability or loss incurred by it or the Indemnitee in any such office (collectivelycapacity, "Other Indemnity Provisions")or arising out of the Indemnitee’s status as such, whether or not the Indemnitee would be indemnified against such expense, liability or loss under this Agreement; provided, however, provided that (i) the Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, contract, agreement or otherwise. (b) [The Corporation hereby acknowledges that Indemnitee will be deemed has certain rights to have such greater right hereunder indemnification, advancement of expenses and/or insurance provided by the Fund and certain of its affiliates (the “Fund Indemnitors”). The Corporation hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligations of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that, to the extent that the Corporation is otherwise required hereunder, the Corporation shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or Bylaws of the Corporation (or any change is made agreement between the Corporation and the Indemnitee), without regard to any Other Indemnity Provision which permits rights Indemnitee may have against the Fund Indemnitors, and, (iii) that the Corporation irrevocably waives, relinquishes and releases the Fund Indemnitors from any greater right and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation to indemnification than that provided under this Agreement the Indemnitee as of the date hereof, Indemnitee will be deemed to have such greater right required hereunder. The indemnification rights afforded to Corporation further agrees that no advancement or payment by the Fund Indemnitors on behalf of the Indemnitee hereby are contract rights shall affect the foregoing and the Corporation will not adopt any amendment Fund Indemnitors shall have a right of contribution and/or be subrogated to any the extent of such advancement or payment to all of the Constituent Documents rights of recovery of Indemnitee hereunder against the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity ProvisionCorporation. The indemnification provided by this Agreement shall continue as to Corporation and Indemnitee even though he or she may have ceased to be a director, officer, employee or agent agree that the Fund Indemnitors are express third party beneficiaries of the Corporation and shall inure to the benefit of the heirs and personal representatives of Indemniteeterms hereof.]

Indemnification Hereunder Not Exclusive. The indemnification and advancement of Expenses provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may be entitled under the Constituent Documents Certificate of Incorporation, the CorporationBy-Laws, any agreement, any vote of stockholders or Disinterested Directorsdisinterested directors, the NYBCL General Corporation law of the State of Delaware, any other law (common or statutory) or otherwise, both as to action in his Indemnitee's official corporate capacity and as to action in another capacity while holding office for the Corporation. The Corporation hereby covenants and agrees that, so long as the Indemnitee shall continue to serve as an agent of the Corporation and thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an agent of the Corporation, the Corporation shall use commercially reasonable efforts to obtain and maintain in full force and effect directors’ and officers’ liability insurance from established and reputable insurers, and having coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or officer of the Corporation. In the event of a Change in Control or the Corporation’s becoming insolvent—including being placed into receivership or entering the federal bankruptcy process and the like--the Corporation shall maintain in force or acquire coverage substantially similar in scope and amount to any and all insurance policies then maintained immediately prior to such office (collectivelyChange in Control or insolvency by the Corporation in providing insurance --directors’ and officers’ liability, "Other Indemnity Provisions"); providedfiduciary, howeveremployment practices or otherwise -- in respect of Indemnitee, that for a period lasting until the earlier of (i) the sixth anniversary of such event and (ii) the date this Agreement terminates pursuant to Section 14 (a “Tail Policy”); provided that in no event shall the Corporation be required to expend for such Tail Policy an amount in excess of 200% of the annual premium paid immediately prior to such Change of Control or insolvency, and if the one-time premium for such insurance coverage exceeds such amount, the Corporation shall obtain a Tail Policy with the greatest coverage available for a cost not exceeding such amount. The insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the policies now maintained or hereafter provided to any director or officer of the Corporation. The Corporation shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise would have any greater right to indemnification actually received such payment under any Other Indemnity Provisioninsurance policy, Indemnitee will be deemed to have such greater right hereunder and (ii) to contract or agreement not paid for by the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. The indemnification rights afforded to Indemnitee hereby are contract rights and the Corporation will not adopt any amendment to any of the Constituent Documents the effect of which would be to eliminate, deny, diminish, encumber or otherwise affect Indemnitee's right to indemnification under this Agreement or any Other Indemnity Provision. The indemnification provided by this Agreement shall continue as to Indemnitee even though he or she may have ceased to be a director, officer, employee or agent of the Corporation and shall inure to the benefit of the heirs and personal representatives of Indemnitee.