Common use of Sources of Recovery Clause in Contracts

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

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

Sources of Recovery. The Milestone Set(a) Where a Buyer Indemnified Party is entitled to Losses hereunder, those Losses will be satisfied from the following sources in the following order: (i) In the case of Losses relating to amounts that constitute Pre-off shall be the sole and exclusive recourse for any and all payments that may become owing to the Immedica Indemnified Parties pursuant to Closing Tax Liabilities in respect of which a claim for indemnification would be available under this Article VII (other than the R&W Policy, Buyer shall make a claim under the R&W Policy and shall recover as follows: (A) pursuant first, to the extent such Losses are properly recoverable under Section 7.2(d11.2(a)(vii), by direct recovery from Seller, in an amount equal to no more than the aggregate amount of the uneroded retention under the R&W Policy (at any given time, the “Remaining Retention”) as of the time of the applicable Loss (but only to the extent the Remaining Retention is actually eroded as a result of the payment of proceeds to Buyer under the R&W Policy resulting from such Loss), which in no event shall exceed [dollar amount redacted] (or, following the date that is [term redacted] after the Closing, [dollar amount redacted]) (as applicable, the “Initial Retention”); (B) pursuant second, from the coverage provided under the R&W Policy, up to a cap equal to the lesser of [dollar amount redacted] and the amount of the coverage available under the R&W Policy at the time the Loss resulting from the Pre-Closing Tax Liability arises; and (C) third, to the extent such Losses are properly recoverable under Section 7.2(b11.2(a)(vii), by direct recovery from Seller; (D) provided, however, that if, with respect to any breach of or failure claim Buyer has made as provided herein under the R&W Policy related to perform amounts that constitute Pre-Closing Tax Liabilities, (1) any covenant or obligation contained in this Agreement that Tax Authority requires a payment by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct or intentional fraud (collectively, the “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not be entitled to recover any Loss (or series of related Losses) against Aeglea Buyer or any member of its Subsidiaries (other than by means the Company Group of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim amounts in respect of such Loss was first Pre-Closing Tax Liabilities and (2) such payment to the Tax Authority must be made prior May 22to Buyer’s expected receipt of amounts in respect of its claim under the R&W Policy, 2026 then (it being understoodx) upon notice from Buyer, Seller shall promptly, and in any event not later than five (5) Business Days after such notice, advance to Buyer the payment that must be made to such Tax Authority and (y) upon receipt of any amount in respect of its claim under the R&W Policy, Buyer shall promptly remit to Seller a repayment of the advance from Seller equal to the lesser of the amount received by Buyer in respect of its claim under the R&W Policy and the amount advanced by Seller pursuant to clause (x) hereof for payment to such Tax Authority. (ii) In the avoidance case of doubt, that nothing in this proviso shall limit Losses relating to a breach or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means inaccuracy of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties Seller Fundamental Representation, Buyer shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for make a claim for indemnification under Article VII the R&W Policy and shall recover as follows: (other A) first, from the coverage available under the R&W Policy at the time of the Loss; (B) second, by direct recovery from Seller, in an amount equal to no more than the Remaining Retention as of the time of the applicable Loss (but only to the extent the Remaining Retention is actually eroded as a result of the payment of proceeds to Buyer under the R&W Policy resulting from such Loss as contemplated by clause (A) above), which in no event shall exceed the Initial Retention; and (C) third, by direct recovery from Seller, up to a cap equal to the Purchase Price less the sum of (x) the amount paid to Buyer pursuant to the R&W Policy in respect of the Excluded breach of inaccuracy of the Seller Fundamental Representation and (y) the amount of the retention under the R&W Policy. (iii) In the case of Losses in respect of Fraud, ▇▇▇▇▇ shall make a claim under the R&W Policy and shall recover as follows: (A) first, from the coverage available under the R&W Policy at the time of the Loss; (B) second, by direct recovery from Seller, in an amount equal to no more than the Remaining Retention as of the time of the applicable Loss (but only to the extent the Remaining Retention is actually eroded as a result of the payment of proceeds to Buyer under the R&W Policy resulting from such Loss as contemplated by clause (A) above), which in no event shall exceed the Initial Retention; and (C) third, by direct recovery from Seller. (iv) In the case of any other Losses, other than a Loss covered by Section 11.7(b), from the coverage available under the R&W Policy. (b) Notwithstanding Section 11.7(a) solely with respect to Special Indemnity Matters, but Seller Retained Assets, the Pre-Closing Reorganization, Seller Retained Employment Liabilities or Seller Tax Liabilities, Pre-Closing Tax Liabilities for which no claim is available under the R&W Policy or [environmental related matter description redacted], Buyer shall be entitled to claim direct recovery of Losses from Seller and shall not be required to make any claim or seek any recovery under the R&W Policy; provided that any Losses claimed by ▇▇▇▇▇ relating to the [environmental related matter description redacted] shall be subject to the proviso in this Section 7.6) except a cap equal to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3[dollar amount redacted].

Sources of Recovery. The Milestone Set-off Subject in all respects to Sections 9.04, 9.06 and 9.08, each Buyer Indemnified Party shall be the sole and exclusive recourse for any and all payments that may become owing to the Immedica Indemnified Parties pursuant to a claim for indemnification under this Article VII (other than (A) pursuant to Section 7.2(d), (B) pursuant to Section 7.2(b) with respect to any breach of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct or intentional fraud (collectively, the “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not only be entitled to recover any Loss Losses as follows: (or series of related Lossesa) against Aeglea or any of its Subsidiaries With respect to all amounts payable by Sellers to Buyer Indemnified Parties pursuant to Section 9.02(a) (other than by means reason of a Milestone-SetoffSellers' breach of any Seller Fundamental Representation), the Buyer Indemnified Parties' sole sources of recovery for Losses in excess of the Deductible shall be: (i) First, from the Indemnity Escrow Fund; and (ii) Secondly, to the extent that the Indemnity Escrow Fund has been exhausted and subject to Buyer paying the full amount of any then remaining retention with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless Representations and until such Loss (or series of related Losses) equals or exceeds $100,000 Warranties Insurance Policy, from the Representations and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim in respect of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-OffsWarranties Insurance Policy. For the avoidance of doubt, nothing in this no event shall any Buyer Indemnified Party be entitled to recover directly from Sellers pursuant to Section 7.6 9.02(a), other than by reason of (A) any breach by one or more Sellers of any Seller Fundamental Representation, the recovery of which shall limit be governed by Section 9.05(b) or otherwise affect Immedica’s right (B) Actual Fraud by any specific Seller, in which event such Buyer Indemnified Party shall only be entitled to recover directly from such specific performance Seller that has committed such Actual Fraud. (b) With respect to all amounts payable by Sellers to Buyer Indemnified Parties pursuant to Section 9.02(a) by reason of Sellers' breach of any Seller Fundamental Representations, the Buyer Indemnified Parties' sole sources of recovery shall be: (i) First, from the Indemnity Escrow Fund; (ii) Secondly, to the extent that the Indemnity Escrow Fund has been exhausted and subject to Buyer paying the full amount of any then remaining retention with respect to the Representations and Warranties Insurance Policy, from the Representations and Warranties Insurance Policy; and (iii) Thirdly, to the extent of all amounts payable by Sellers to Buyer Indemnified Parties pursuant to Section 9.02(a) from Sellers, severally and jointly (except with respect to the representations and warranties set forth in Article 3, as provided to which, in each case, such Buyer Indemnified Party may recover only from the Seller making each such representation or warranty and not from any other Seller). (c) With respect to all amounts payable by Sellers to Buyer Indemnified Parties pursuant to Section 9.39.02(b), the Buyer Indemnified Parties' sole sources of recovery shall be: (i) First, from the Indemnity Escrow Fund; and (ii) Secondly, to the extent that the Indemnity Escrow Fund has been exhausted, from Sellers, severally and jointly (except (A) that to the extent that, any obligation pursuant to Article 6 is only the obligation of a particular Seller(s), Buyer Indemnified Parties may recover only from such Seller(s) and not from any other Seller(s), (B) with respect to any breach by any individual Seller of such Seller's obligations pursuant to Sections 6.11, 6.12 or 6.13, as to which, in each case, such Buyer Indemnified Party may recover only from the Seller breaching such obligation and not from any other Seller or (C) that to the extent that any obligation pursuant to Article 7 is only the obligation of a particular Seller(s), Buyer Indemnified Parties may recover only from such specific Seller(s), jointly and severally, and not from any other Seller(s)).

Sources of Recovery. The Milestone Set-off shall be the sole and exclusive recourse for any and all payments that may become owing (a) Subject to the Immedica other applicable limitations of liability set forth in this Article VIII, all amounts payable by any Seller to any of the Purchaser Indemnified Parties pursuant to Sections 8.02(a) – (d) shall be paid first through distributions from the then remaining balance of RWI Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement until the full deductible/retention amount applicable to the R&W Insurance Policy is satisfied in full; provided, that if a claim Purchaser Indemnified Party is entitled to be indemnified for indemnification under this Article VII (other than (A) Losses in the case of Fraud or intentional breach or pursuant to Section 7.2(d8.02(b), such Purchaser Indemnified Party may elect to defer claiming such amounts from the RWI Indemnity Escrow Funds until the last day of the Escrow Claim Period, and second from the R&W Insurance Policy (B) if and to the extent covered thereby), and third directly from the Seller Indemnifying Parties pursuant to Section 7.2(b8.06(c). (b) with respect All amounts payable by any Seller to any of the Purchaser Indemnified Parties pursuant to Section 8.02(e) shall be paid solely through distributions from the then remaining balance of the Special Indemnity Escrow Funds (if any) in accordance with this Agreement and the Escrow Agreement. (c) The RWI Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Sections 8.02(a) – 8.02(d), by release of funds to the Purchaser Indemnified Parties from the RWI Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (d) The Special Indemnity Escrow Funds shall be available to indemnify, compensate, and reimburse the Purchaser Indemnified Parties for any Losses for which they are entitled to recover in accordance with the terms of Section 8.02(e), by release of funds to the Purchaser Indemnified Parties from the Special Indemnity Escrow Account by the Escrow Agent pursuant to the procedures set forth in the Escrow Agreement. (e) If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of Fraud of the Target or intentional breach by the Target, or pursuant to Section 8.02(b) for a breach of or failure a Seller Fundamental Representation by the Target, then such Purchaser Indemnified Party shall, subject to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breachSection 8.06(a), and (C) with respect to willful misconduct or intentional fraud (collectively, the “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not be entitled to recover any Loss (or series such Losses directly from the Seller Indemnifying Parties, and each Seller Indemnifying Party shall, subject to Section 8.04 and this Section 8.06, be liable for such Seller Indemnifying Party’s Equity Percentage of related such Losses) against Aeglea or any . If a Purchaser Indemnified Party is entitled to be indemnified for Losses in the case of its Subsidiaries (other than by means Fraud of a Milestone-SetoffSeller or intentional breach by a Seller, or pursuant to Section 8.02(b) with respect for a breach of a Seller Fundamental Representation by a Seller, then such Purchaser Indemnified Party shall, subject to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22Section 8.06(a), 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect such Losses directly from such Seller, and such Seller shall, subject to an Excluded Indemnity Matter referred to in Section 8.04 and this Section 8.06, be liable for the foregoing clause (A), except to the extent an Indemnification Claim in respect full amount of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3Losses.

Sources of Recovery. (a) The Milestone Set-off Purchaser and the Merger Sub hereby agree and acknowledge that its right to any payment to be made pursuant to Article XI and Article XII (together with the Purchaser’s rights under the Escrow Agreement) shall be the Purchaser Indemnified Parties’ sole and exclusive source of recovery for any amounts owing to the Purchaser pursuant to Article XI or Article XII, respectively, except for claims for Fraud. (b) The Purchaser hereby agrees and acknowledges that its right to any payment to be made pursuant to Section 3.03(h)(i) (together with the Purchaser’s rights under the Escrow Agreement) shall be the Purchaser’s sole and exclusive source of recovery for any amounts owing to the Purchaser pursuant to Section 3.03(h)(i), except for claims for Fraud. (c) The Purchaser hereby acknowledges and agrees that, except as expressly provided in the foregoing Sections 13.14(a) and 13.14(b), and pursuant to the express terms and conditions of the Letters of Transmittal and the Option Cancellation Agreements, none of the Company, nor any of the Seller Indemnified Parties, shall have any liability, responsibility or obligation arising under this Agreement or any exhibit or Schedule hereto, or any ancillary agreement, certificate or other document entered into, made, delivered, or made available in connection herewith, or as a result of any of the transactions contemplated hereby or thereby, such Sections 13.14(a) and 13.14(b) being the sole and exclusive recourse remedy for all claims, disputes and losses arising hereunder or thereunder or in connection herewith or therewith, whether purporting to sound in contract or tort, or otherwise. (d) Notwithstanding any and all payments that may become owing to the Immedica Indemnified Parties pursuant to a claim for indemnification under this Article VII (other than (A) pursuant to Section 7.2(d), (B) pursuant to Section 7.2(b) with respect to any breach provision of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct or intentional fraud (collectivelyotherwise, the “Excluded Indemnity Matters”)); provided parties to this Agreement agree on their own behalf and on behalf of their respective Subsidiaries and Affiliates that (i) the Immedica Indemnified Parties no Non-Recourse Party of a party to this Agreement shall not be entitled have any liability relating to recover any Loss (or series of related Losses) against Aeglea this Agreement or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), transactions contemplated herein except to the extent an Indemnification Claim agreed to in respect of writing by such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Non-Recourse Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3.

Sources of Recovery. The Milestone Set-off (a) To the extent any indemnification payment is due and owing pursuant to this Agreement in respect of any indemnifiable Loss, the Indemnifying Party shall be have thirty (30) days from the sole date such Loss is finally determined or agreed upon by the Indemnified Party and exclusive recourse for any and all payments that may become owing Indemnifying Party (the “Indemnification Determination Date”) to deliver written notice to the Immedica Indemnified Parties pursuant Party electing to a claim for indemnification under this Article VII (other than (A) pursuant to Section 7.2(d)satisfy such Loss in cash, (B) pursuant to Section 7.2(b) with respect to any breach of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following which case, the Closing and Indemnifying Party shall make such breach remains uncured for a period greater than cash payment within sixty (60) days after Immedica provides following such agreement or Final Determination. If the Indemnifying Party does not provide such notice within thirty (30) days, or does not then make such payment within such sixty (60)-day period or at the election of the Indemnifying Party pursuant to Section 9.09(b), then, pursuant to Section 6.1(d) of the Newco LLC Agreement, Newco shall withhold and redirect to the Indemnified Party (or, if the Indemnified Party is not a Contributor, such Indemnified Party’s Contributor) distributions that would otherwise be made to the Indemnifying Party (or its Contributor, as applicable) pursuant to Section 6.1(d) of the Newco LLC Agreement until there has been an aggregate amount of redirected distributions pursuant to this Section 9.09 equal to (x) the amount of such Loss plus (y) interest accruing on the amount in clause (x) from the date written notice of such breachthe claim is delivered to the Indemnifying Party at a rate of 8.00% per annum (compounding quarterly). (b) Notwithstanding anything to the contrary herein, and (C) with respect to willful misconduct in the case of a claim based on Fraud or intentional fraud (collectivelybased on breach of any Fundamental Representations and, in either case, the “Excluded Indemnity Matters”Loss resulting from such claim is less than or equal to the ▇▇▇▇▇ Cap, the Flowco Cap or the Flogistix Cap, as applicable, the Indemnifying Party shall have the option to satisfy such Loss either pursuant to a cash payment as contemplated in Section 9.09(a)), an offset against the distributions payable to such Indemnifying Party pursuant to Section 6.1(d) of the Newco LLC Agreement as contemplated in Section 9.09(a) or an adjustment to the Indemnifying Party’s (or such Indemnifying Party’s Contributor’s) Closing Units and Newco Sharing Ratios based on the amount of such Loss; provided provided, however, that in the event of a claim based on Fraud or based on breach of any Fundamental Representations in which case the Loss is greater than the ▇▇▇▇▇ Cap, the Flowco Cap or the Flogistix Cap, as applicable, the Indemnified Party shall have the option for such Loss to be satisfied by the Indemnifying Party either pursuant an offset against the distributions payable to such Indemnifying Party pursuant to Section 6.1(d) of the Newco LLC Agreement as contemplated in Section 9.09(a) or an adjustment to the Indemnifying Party’s (ior such Indemnifying Party’s Contributor’s) Closing Units and Newco Sharing Ratios based on the Immedica aggregate amount of such Loss. (c) The Parties acknowledge and agree, that for purposes of determining the amount of any Loss for which a Contributor or such Contributor’s Indemnified Parties shall not be Party is entitled to recover any Loss (or series of related Losses) against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim in respect of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by IX, the Immedica Indemnified Parties calculation of such Loss shall be asserted against, and take into account such Contributor’s Newco Sharing Ratio to determine the Immedica Indemnified Parties shall not be extent to which such Contributor is entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3Loss.

Sources of Recovery. The Milestone Set-off shall be the sole and exclusive recourse for any and all payments that may become owing (a) If an Acquiror Parent Indemnitee is entitled to the Immedica Indemnified Parties pursuant to a claim for indemnification under this Article VII X for any Losses, Acquiror Parent and Acquiror will be entitled to recover such Losses on behalf of the Acquiror Parent Indemnitee pursuant to this Section 10.5(a): (other than i) After the final determination that an Acquiror Parent Indemnitee is entitled to indemnification under this Article X for any Losses, the Acquiror or Acquiror Parent shall provide written notice to the Contributor Parties (such notice, a “Determination Notice”), and such Determination Notice shall (A) pursuant to Section 7.2(d)confirm such determination, (B) set forth the amount of Losses due and payable to Acquiror Parent or Acquiror pursuant to Section 7.2(bsuch determination (such amount, the “Confirmed Amount”) with respect to any breach of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct set forth an account designated by Acquiror Parent or intentional fraud Acquiror in which Acquiror Parent or Acquiror shall, if applicable, receive such Confirmed Amount; and (ii) After the Contributor Parties receive a Determination Notice, the Contributor Parties, collectively, shall respond by written notice by no later than 11:59 p.m. on the “Excluded Indemnity Matters”date that is five (5) Business Days after the receipt of such Determination Notice electing to either (A) pay the Confirmed Amount by wire transfer of immediately available funds to an account designated by Acquiror or Acquiror Parent pursuant to Section 10.5(a)(i)(C)); provided that (i) , and, in which case, the Immedica Indemnified Contributor Parties shall not be entitled to recover any Loss cause the payment of such Confirmed Amount within two (2) Business Days after such election or series of related Losses) against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series instruct Acquiror Parent to reduce the Indemnity Unit Balance by a number of related Losses) equals or exceeds $100,000 and (ii) following May 22Indemnity Units, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except rounded to the extent an Indemnification Claim in respect nearest whole unit, equal to (1) the Confirmed Amount divided by (2) the Closing Price of such Loss was first made prior May 22, 2026 (it being understoodthe Acquiror Parent Class A Common Stock on the date of the Determination Notice; provided that, for the avoidance of doubt, that nothing in the event the Indemnity Unit Balance has been reduced to zero, the Contributor Parties shall not have the right to make the foregoing election and shall instead pay the Confirmed Amount in accordance with the foregoing clause (A) by no later than five (5) Business Days after the receipt of such Determination Notice. (iii) If the Contributor Parties fail to deliver timely notice of their election pursuant to Section 10.5(a)(ii), then this proviso Section 10.5(a)(iii) shall limit or otherwise affect an Immedica Indemnified Party’s rights apply and Acquiror Parent shall reduce the Indemnity Unit Balance by a number of Indemnity Units, rounded to recover Losses at any time with respect the nearest whole unit, equal to an Excluded Indemnity Matter (A) the Confirmed Amount divided by means (B) the Closing Price of the Acquiror Parent Class A Common Stock on the date of the Determination Notice. (b) If a Milestone-Setoff). No claim for Contributor Party Indemnitee is entitled to indemnification under this Article VII by X for any Losses, the Immedica Indemnified Contributor Parties shall be asserted against, and the Immedica Indemnified Parties shall not will be entitled to indemnification from, Aeglea recover such Losses by wire transfer of immediately available funds from Acquiror Parent or any of its Subsidiaries for a claim for indemnification under Article VII Acquiror to an account (other than or accounts) designated in respect of writing by the Excluded Indemnity Matters, but subject to Contributor Parties within five (5) Business Days after the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3determination thereof.

Sources of Recovery. The Milestone Set-off (a) Subject in all respects to SECTION 7.4 and SECTION 7.6, the Parent Indemnified Parties’ sole sources of recovery for Losses (other than Uninsured R&W Losses and Losses related to the Special Litigation) shall be: (i) First, from the Indemnity Escrow Fund; (ii) Second, from the Representations and Warranties Insurance Policy; and (iii) Third, and only with respect to Losses arising from a breach of the Company Fundamental Representations or the Company Tax Representations, directly from the Sellers, only after (A) the Indemnity Escrow Fund has been exhausted and (B) either (1) the Representations and Warranties Insurance Policy has been exhausted, or (2) the insurer providing coverage under the Representations and Warranties Insurance Policy has indicated to Parent in writing that the claim (which is not a claim that is wholly excluded on the face of such policy) Parent submitted for coverage will not be paid, but only after reasonable pursuit by Parent of such claim under the Representations and Warranties Insurance Policy. (b) Subject in all respects to SECTION 7.4 and SECTION 7.6, the Parent Indemnified Parties’ sole sources of recovery for Uninsured R&W Losses shall be from the Indemnity Escrow Fund. (c) Subject in all respects to SECTION 7.4 and SECTION 7.6, the Parent Indemnified Parties’ sole sources of recovery for the Special Litigation shall be: (i) First, from the Special Indemnity Escrow Fund; and (ii) Second, directly from the Sellers, only after the Special Indemnity Escrow Fund has been exhausted. (d) Notwithstanding anything to the contrary contained in this Agreement, the liability of each Seller to indemnify Parent Indemnified Parties for Losses shall be several, not joint and several, based upon its respective Pro Rata Percentage, and no Seller shall be liable for any Losses in excess of its Pro Rata Percentage. (e) Subject to SECTION 8.4(c) and SECTION 8.13, the Parties acknowledge and agree that, absent fraud, their sole and exclusive recourse for remedy with respect to any and all payments that may become owing claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the Immedica Indemnified Parties subject matter of this Agreement shall be pursuant to a claim the indemnification provisions set forth in this ARTICLE VII. In furtherance of the foregoing, each Party hereby waives any and all rights, claims and causes of action for indemnification any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other Parties hereto and their Affiliates and each of their respective representatives arising under this Article VII (other than (A) or based upon any Law, except pursuant to Section 7.2(d)the indemnification provisions set forth in this ARTICLE VII, or claim based on or arising from fraud. (Bf) Notwithstanding anything to the contrary in this Agreement, prior to the Parent or Parent Affiliates seeking recovery pursuant to Section 7.2(bSECTION 7.5(a) with respect to any the breach of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breachCompany Tax Representation, and (C) with respect to willful misconduct or intentional fraud (collectively, the “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not be entitled to recover any Loss (or series of related Losses) against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (B) unless and until such Loss (or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea or any of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim in respect permitted by applicable Law, Parent shall first cause the Company to utilize any Closing Date NOLs against any Loss that may be attributable to such breach. Only such remaining Loss attributable to the breach of a Company Tax Representation (after the utilization of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties Closing Date NOLs) shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except further recovery pursuant to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit or otherwise affect Immedica’s right to specific performance as provided in Section 9.3SECTION 7.5(a).

Sources of Recovery. The Milestone Set-off shall (a) Subject to Article X, the Purchaser and the Merger Sub hereby agree and acknowledge that the Purchaser Indemnified Parties’ right to any payment to be made pursuant to Section 10.01(a) or Section 10.01(c), as applicable, (together with the Purchaser’s rights under the Escrow Agreement and the R&W Policy) will be the Purchaser Indemnified Parties’ sole and exclusive recourse source of recovery and remedy for any and all payments that may become amounts owing to the Immedica Purchaser pursuant to Article X. (b) The Purchaser hereby agrees and acknowledges that its right to any payment to be made pursuant to Section 2.03(h)(i) (together with the Purchaser’s rights under the Escrow Agreement) will be the Purchaser Indemnified Parties’ sole and exclusive source of recovery and remedy for any amounts owing to the Purchaser pursuant to Section 2.03(h)(i). (c) Subject to Article X, the Seller Indemnified Parties hereby agree and acknowledge that its right to any payment to be made pursuant to Section 10.03 will be the Seller Indemnified Parties’ sole and exclusive source of recovery and remedy for any amounts owing to the Seller Indemnified Parties pursuant to a claim for indemnification Section 10.03. Seller Indemnified Parties hereby acknowledge and agree that, except as expressly provided in this Section 12.16(c), neither the Purchaser Company nor the Surviving Corporation will have any Liability, responsibility or obligation arising under this Article VII Agreement or any Related Agreement or the transactions contemplated hereby or thereby (other than (A) pursuant to Section 7.2(d), (B) pursuant to Section 7.2(b) with respect including relating to any breach exhibit, schedule or document delivered hereunder or thereunder) entered into, made, delivered, or made available in connection herewith or therewith, or as a result of or failure to perform any covenant or obligation contained in this Agreement that by its terms contemplates performance thereof following the Closing and such breach remains uncured for a period greater than sixty (60) days after Immedica provides written notice of such breach, and (C) with respect to willful misconduct or intentional fraud (collectively, the “Excluded Indemnity Matters”)); provided that (i) the Immedica Indemnified Parties shall not be entitled to recover any Loss (or series of related Losses) against Aeglea or any of its Subsidiaries the transactions contemplated hereby or thereby. (other than by means of a Milestone-Setoffd) with respect to an Excluded Indemnity Matter referred to The Purchaser hereby acknowledges and agrees that, except as expressly provided in the foregoing clause (B) unless Section 12.16(a), and until such Loss (Section 12.16(b), none of the Company, nor any of the Seller Indemnified Parties, will have any Liability, responsibility or series of related Losses) equals or exceeds $100,000 and (ii) following May 22, 2026, the Immedica Indemnified Parties shall not be entitled to recover any Loss against Aeglea obligation arising under this Agreement or any Related Agreement or the transactions contemplated hereby or thereby (including relating to any exhibit, schedule or document delivered hereunder or thereunder) entered into, made, delivered, or made available in connection herewith or therewith, or as a result of its Subsidiaries (other than by means of a Milestone-Setoff) with respect to an Excluded Indemnity Matter referred to in the foregoing clause (A), except to the extent an Indemnification Claim in respect of such Loss was first made prior May 22, 2026 (it being understood, for the avoidance of doubt, that nothing in this proviso shall limit or otherwise affect an Immedica Indemnified Party’s rights to recover Losses at any time with respect to an Excluded Indemnity Matter by means of a Milestone-Setoff). No claim for indemnification under this Article VII by the Immedica Indemnified Parties shall be asserted against, and the Immedica Indemnified Parties shall not be entitled to indemnification from, Aeglea or any of its Subsidiaries for a claim for indemnification under Article VII (other than in respect of the Excluded Indemnity Matters, but subject to the proviso in this Section 7.6) except to the extent such recourse is limited to Milestone Set-Offs. For the avoidance of doubt, nothing in this Section 7.6 shall limit transactions contemplated hereby or otherwise affect Immedica’s right to specific performance as provided in Section 9.3thereby.

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