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Contents

  1. Not Exclusive
  2. Insurance
  3. Tail Insurance
  4. Investment Funds

Not Exclusive

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Indemnification and Advancement under the Agreement do not exclude other rights You may have under law, Company Governing Documents, a vote of the stockholders of the Company, or otherwise. The Agreement does not change other agreements You may have with the Company.

Insurance

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The Company promises to name You as an insured in any D&O Policy is purchases, so that You have rights under the D&O Policy on par with other named insureds serving in similar Company roles. The Company promises to give You prompt Notice of any decision not to provide D&O Policy coverage, and if any D&O Policy lapses or terminates.

Tail Insurance

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The Company, on its own behalf and that of any successor, promises to continue (or purchase) and continue a Tail Policy for at least the 6 years immediately following any Change of Control. A Tail Policy is a D&O Policy that covers You for wrongful acts on or before the Change of Control, without any bad effect on Your rights under the Agreement, that the insurer cannot cancel for any reason but failure to pay its premium.

Investment Funds

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If You ever have rights to Indemnification or Advancement, or a D&O Policy, through an investment fund or other entity on behalf of which You serve the Company (Fund Indemnification), then:

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The Company promises that it will be "indemnitor of first resort", so that its Indemnification and Advancement obligations to You are primary and Fund Indemnification secondary.

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The Company will pay and advance all amounts covered by Indemnification and Advancement under the Agreement, any other agreement with the Company, and Company Governing Documents, ignoring Fund Indemnification.

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The Company waives any claim against providers of Fund Indemnification for contribution, subrogation, or any other, related recovery.

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If providers of Fund Indemnification advance or pay You any amount covered by Indemnification or Advancement from the Company, that will not affect the Company's obligations, and providers of Fund Indemnification will have rights of contribution and subrogation from the Company for the amounts they paid.

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Providers of Fund Indemnification are entitled to the benefits of Investment Funds as third-party beneficiaries.