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Case 1:20-bk-12043 Doc 107-3 Filed 07/27/20 Entered 07/27/20 15:07:21 Desc <br /> Exhibit C - Engagement Letter Page 9 of 9 <br /> D&O Policy for the period through which claims can be made against such persons. In the event the Company is <br /> unable to include the Indemnified Persons under the D&O Policy or does not have first dollar coverage acceptable <br /> to Cambio in effect for at least $10 million, Cambio may, subject to the prior written consent of the Company, <br /> attempt to purchase a separate D&O insurance policy that will cover the Indemnified Persons only. The cost of the <br /> separate policy shall be invoiced to the Company as an out-of-pocket expense. Notwithstanding anything to the <br /> contrary contained in this Agreement,the Company's indemnification obligations in this Schedule I shall be primary <br /> to(and without allocation against)any similar indemnification and advancement obligations of Cambio, its affiliates <br /> and insurers to the Indemnified Persons (which shall be secondary), and the Company's D&O insurance coverage <br /> for the Indemnified Persons shall be specifically primary to (and without allocation against) any other valid and <br /> collectible insurance coverage that may apply to the Indemnified Persons (whether provided by Cambio or <br /> otherwise). <br /> The Company agrees that no Indemnified Person shall have any liability as a result of your retention of the <br /> CRO and Cambio,the execution and delivery of this Agreement,the provision of Services or other matters relating to <br /> or arising from this Agreement,other than liabilities that shall have been determined by final non-appealable order of <br /> a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of an Indemnified <br /> Person or Persons.Without limiting the generality of the foregoing,in no event shall any Indemnified Person be liable <br /> for consequential, indirect or punitive damages, damages for lost profits or opportunities or other like damages or <br /> claims of any kind. <br /> 0110354.0731024 4837-3170-0924v2 <br />