Exhibit 10.4


INDEMNITY AGREEMENT


 


THIS
INDEMNITY AGREEMENT (this “Agreement”) is made as of [●],
2021, by and between HealthCor Catalio Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and     (“Indemnitee”).


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in
other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate
risks of claims and actions against them arising out of their service to and activities on behalf of such corporations;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract
and retain qualified individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance
to protect persons serving the Company and its subsidiaries from certain liabilities. The amended and restated memorandum and articles
of association of the Company (the “Articles”) provide for the indemnification of the officers and directors
of the Company. Indemnitee may also be entitled to indemnification pursuant to applicable Cayman Islands law. The Articles provide
that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the Board, officers and other persons with respect to indemnification, hold harmless, exoneration,
advancement and reimbursement rights;


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and
retaining such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the
best interests of the Company’s shareholders and that the Company should act to assure such persons that there will be increased
certainty of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, hold harmless,
exonerate and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will
serve or continue to serve the Company free from undue concern that they will not be so protected against liabilities;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Articles and any resolutions adopted pursuant thereto, and
shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
may not be willing to serve as an officer or director, advisor or in another capacity without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service
for or on behalf of the Company on the condition that he or she be so indemnified.


 


NOW,
THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of
the letter agreement dated as of [●], 2021 among the Company, Indemnitee and the other parties thereto pursuant to
the Underwriting Agreement between the Company and the underwriter named therein in connection with the Company’s
initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:


 



     


     


    

 


		1.	SERVICES TO THE COMPANY



 


In consideration of
the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director,
advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected, appointed
or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this
Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee
or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation
on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law
or by other agreements or commitments of the parties, if any.


 


		2.	DEFINITIONS



 


As used in this Agreement:


 


		(a)	References to “agent” shall mean any person who is or was a director,
officer or employee of the Company or a subsidiary of the Company or other person authorized by the Company to act for the Company,
to include such person serving in such capacity as a director, officer, employee, advisor, fiduciary or other official of another
corporation, partnership, limited liability company, joint venture, trust or other enterprise at the request of, for the convenience
of, or to represent the interests of the Company or a subsidiary of the Company.



 


		(b)	The terms “Beneficial Owner” and “Beneficial Ownership”
shall have the meanings set forth in Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof.



 


		(c)	A “Change in Control” shall be deemed to occur upon the earliest to occur
after the date of this Agreement of any of the following events:



 


		(i)	Acquisition of Shares by Third Party. Other than an affiliate of HC Sponsor LLC (the “Sponsor”),
any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing fifteen percent
(15%) or more of the combined voting power of the Company’s then outstanding securities entitled to vote generally in the
election of directors, unless (1) the change in the relative Beneficial Ownership of the Company’s securities by any
Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in
the election of directors, or (2) such acquisition was approved in advance by the Continuing Directors and such acquisition
would not constitute a Change in Control under part (iii) of this definition;



 


		(ii)	Change in Board of Directors. Individuals who, as of the date hereof, constitute
the Board, and any new director whose election by the Board or nomination for election by the Company’s shareholders was
approved by a vote of at least two thirds of the directors then still in office
who were directors on the date hereof or whose election or nomination for election was previously so approved (collectively, the
 “Continuing Directors”), cease for any reason to constitute at least a majority of the members of the
Board;






 



    2


     


    

 


		(iii)	Corporate Transactions. The effective date of a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), in each case, unless, following such Business Combination: (1) all or substantially all of the
individuals and entities who were the Beneficial Owners of securities entitled to vote generally in the election of directors immediately
prior to such Business Combination beneficially own, directly or indirectly, more than 51% of the combined voting power of the
then outstanding securities of the Company entitled to vote generally in the election of directors resulting from such Business
Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially
all of the Company’s assets either directly or through one or more Subsidiaries) in substantially the same proportions as
their ownership immediately prior to such Business Combination, of the securities entitled to vote generally in the election of
directors; (2) other than an affiliate of the Sponsor, no Person (excluding any corporation resulting from such Business Combination)
is the Beneficial Owner, directly or indirectly, of 15% or more of the combined voting power of the then outstanding securities
entitled to vote generally in the election of directors of the surviving corporation except to the extent that such ownership existed
prior to the Business Combination; and (3) at least a majority of the board of directors of the corporation resulting from
such Business Combination were Continuing Directors at the time of the execution of the initial agreement, or of the action of
the Board, providing for such Business Combination;



 


		(iv)	Liquidation. The approval by the shareholders of the Company of a complete liquidation of
the Company or an agreement or series of agreements for the sale or disposition by the Company of all or substantially all of the
Company’s assets, other than factoring the Company’s current receivables or escrows due (or, if such approval is not
required, the decision by the Board to proceed with such a liquidation, sale, or disposition in one transaction or a series of
related transactions); or



 


		(v)	Other Events. There occurs any other event of a nature that would be required to be reported
in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form)
promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.



 


		(d)	“Corporate Status” describes the status of a person who is or was a director,
officer, trustee, general partner, manager, managing member, fiduciary, employee or agent of the Company or of any other Enterprise which
such person is or was serving at the request of the Company.



 









    3


     


    

 


		(e)	“Delaware Court” shall mean the Court of Chancery of the State of Delaware.



 


		(f)	“Disinterested Director” shall mean a director of the Company who is
not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.



 


		(g)	“Enterprise” shall mean the Company and any other corporation, constituent
corporation (including any constituent of a constituent) absorbed in a consolidation or merger to which the Company (or any of
its wholly owned subsidiaries) is a party, limited liability company, partnership, joint venture, trust, employee benefit plan
or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, general
partner, managing member, manager, fiduciary, employee or agent.



 


		(h)	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



 


		(i)	“Expenses” shall include all direct and indirect costs, fees and expenses
of any type or nature whatsoever, including, without limitation, all reasonable attorneys’ fees and costs, retainers, court
costs, transcript costs, fees of experts, witness fees, travel expenses, fees of private investigators and professional advisors,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, fax transmission charges, secretarial
services and all other disbursements, obligations or expenses in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in, settlement or appeal of, or otherwise participating in, a Proceeding,
including reasonable compensation for time spent by the Indemnitee for which he or she is not otherwise compensated by the Company
or any third party. Expenses also shall include Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the principal, premium, security for, and other costs relating to any cost bond, supersedeas bond,
or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount
of judgments or fines against Indemnitee.



 


		(j)	References to “fines” shall include any excise tax assessed on Indemnitee
with respect to any employee benefit plan.



 


		(k)	References to “serving at the request of the Company” shall include any
service as a director, officer, employee, agent or fiduciary of the Company which imposes duties on, or involves services by, such
director, officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants or beneficiaries; and
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed
to the best interests of the Company” as referred to in this Agreement.



 


		(l)	“Independent Counsel” shall mean a law firm or a member of a law firm
with significant experience in matters of corporate law and that neither presently is, nor in the past five years has been, retained
to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters
concerning Indemnitee under this Agreement, or of other indemnitees under similar indemnification agreements); or (ii) any
other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing,
would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement.



 






    4


     


    

 


		(m)	The term “Person” shall have the meaning as set forth in Sections 13(d) and
14(d) of the Exchange Act as in effect on the date hereof; provided, however, that “Person” shall
exclude: (i) the Company; (ii) any Subsidiaries of the Company; (iii) any employment benefit plan of the Company
or of a Subsidiary of the Company or of any corporation owned, directly or indirectly, by the shareholders of the Company in substantially
the same proportions as their ownership of shares of the Company; and (iv) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or of a Subsidiary of the Company or of a corporation owned directly or indirectly
by the shareholders of the Company in substantially the same proportions as their ownership of shares of the Company.



 


		(n)	The term “Proceeding” shall include any threatened, pending or completed
action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or
any other actual, threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a
civil (including intentional or unintentional tort claims), criminal, administrative or investigative or related nature, in which
Indemnitee was, is, will or might be involved as a party or otherwise by reason of the fact that Indemnitee is or was a director
or officer of the Company, by reason of any action (or failure to act) taken by him or her or of any action (or failure to act)
on his or her part while acting as a director or officer of the Company, or by reason of the fact that he or she is or was serving
at the request of the Company as a director, officer, trustee, general partner, managing member, manager, fiduciary, employee or
agent of any other Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement, or advancement of expenses can be provided under this Agreement.



 


		(o)	The term “Subsidiary,” with respect to any Person, shall mean any corporation,
limited liability company, partnership, joint venture, trust or other entity of which a majority of the voting power of the voting
equity securities or equity interest is owned, directly or indirectly, by that Person.



 


		(p)	The phrase “to the fullest extent permitted by applicable law” shall include, but not
be limited to: (a) to the fullest extent authorized or permitted by the provision of applicable Cayman Islands law that authorizes
or contemplates additional indemnification by agreement, or the corresponding
provision of any amendment to or replacement of applicable Cayman Islands law, and (b) to the fullest extent authorized or
permitted by any amendments to or replacements of applicable Cayman Islands law adopted after the date of this Agreement that increase
the extent to which a corporation may indemnify its officers and directors.






 






    5


     


    

 


		3.	INDEMNITY IN THIRD-PARTY PROCEEDINGS



 


To the fullest extent
permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
of this Section 3 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor by
reason of Indemnitee’s Corporate Status. Pursuant to this Section 3, Indemnitee shall be indemnified, held harmless
and exonerated against all Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties and
amounts paid in settlement) actually, and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding
or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in
or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe
that his or her conduct was unlawful; provided, in no event shall Indemnitee be entitled to be indemnified, held harmless or advanced
any amounts hereunder in respect of any Expenses, judgments, liabilities, fines, penalties and amounts paid in settlement (if any)
that Indemnitee may incur by reason of his or her own actual fraud or intentional misconduct. Indemnitee shall not be found to
have committed actual fraud or intentional misconduct for any purpose of this Agreement unless or until a court of competent jurisdiction
shall have made a finding to that effect.


 


		4.	INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY



 


To the fullest extent
permitted by applicable law, the Company shall indemnify, hold harmless and exonerate Indemnitee in accordance with the provisions
of this Section 4 if Indemnitee was, is, or is threatened to be made, a party to or a participant (as a witness, deponent
or otherwise) in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s
Corporate Status. Pursuant to this Section 4, Indemnitee shall be indemnified, held harmless and exonerated against all
Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the Company. No indemnification, hold harmless or exoneration for Expenses shall be made under this Section 4
in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by a court of competent jurisdiction
to be liable to the Company, unless and only to the extent that any court in which the Proceeding was brought or the Delaware Court
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification, to be held harmless or to exoneration.


 


		5.	INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL



 


Notwithstanding any
other provisions of this Agreement, but subject to Section 27, to the extent that Indemnitee was or is, by reason of Indemnitee’s
Corporate Status, a party to (or a participant in) and is successful, on the merits or otherwise, in any Proceeding or in defense
of any claim, issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by applicable law,
indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or
more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by him or her or on
his or her behalf in connection with each successfully resolved claim, issue or matter. If Indemnitee is not wholly successful
in such Proceeding, the Company also shall, to the fullest extent permitted by applicable law, indemnify, hold harmless and exonerate
Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim, issue, or
matter on which Indemnitee was successful. For purposes of this Section 5 and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such
claim, issue or matter.


 






    6


     


    

 


		6.	INDEMNIFICATION FOR EXPENSES OF A WITNESS



 


Notwithstanding any
other provision of this Agreement, but subject to Section 27, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness or deponent in any Proceeding to which Indemnitee is not a party or threatened to be made a party, he or she
shall, to the fullest extent permitted by applicable law, be indemnified, held harmless and exonerated against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection therewith.


 


		7.	ADDITIONAL INDEMNIFICATION, HOLD HARMLESS AND EXONERATION RIGHTS



 


Notwithstanding any
limitation in Sections 3, 4 or 5, but subject to Section 27, the Company shall, to the fullest extent permitted by applicable
law, indemnify, hold harmless and exonerate Indemnitee if Indemnitee is a party to or threatened to be made a party to any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments,
fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection
with or in respect of such Expenses, judgments, fines, penalties and amounts paid in settlement) actually and reasonably incurred
by Indemnitee in connection with the Proceeding. No indemnification, hold harmless or exoneration rights shall be available under
this Section 7 on account of Indemnitee’s conduct which constitutes a breach of Indemnitee’s duty of loyalty to
the Company or its shareholders or is an act or omission not in good faith or which involves intentional misconduct or a knowing
violation of the law.


 


		8.	CONTRIBUTION IN THE EVENT OF JOINT LIABILITY



 


		(a)	To the fullest extent permissible under applicable law, if the indemnification, hold harmless and/or
exoneration rights provided for in this Agreement are unavailable to Indemnitee in whole or in part for any reason whatsoever,
the Company, in lieu of indemnifying, holding harmless or exonerating Indemnitee, shall pay, in the first instance, the entire
amount incurred by Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or
for Expenses, in connection with any Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby
waives and relinquishes any right of contribution it may have at any time against Indemnitee.



 






    7


     


    

 


		(b)	The Company shall not enter into any settlement of any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release
of all claims asserted against Indemnitee.



 


		(c)	The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims
for contribution which may be brought by officers, directors or employees of the Company other than Indemnitee who may be jointly
liable with Indemnitee. Indemnitee shall seek payments or advances from the Company only to the extent that such payments or advances
are unavailable from any insurance policy of the Company covering Indemnitee.



 


		9.	EXCLUSIONS



 


Notwithstanding any
provision in this Agreement, but subject to Section 27, the Company shall not be obligated under this Agreement to make any
indemnification, advance Expenses, hold harmless or exoneration payment in connection with any claim made against Indemnitee:


 


		(a)	for which payment has actually been received by or on behalf of Indemnitee under any insurance
policy or other indemnity or advancement provision and which payment has not subsequently been returned, except with respect to
any excess beyond the amount actually received under any insurance policy, contract, agreement, other indemnity or advancement
provision or otherwise;



 


		(b)	for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee
of securities of the Company within the meaning of Section 16(b) of the Exchange Act (or any successor rule) or similar
provisions of state statutory law or common law; or



 


		(c)	except as otherwise provided in Sections 14(f) and (g) hereof, prior to a Change in
                                                                                                                                                                     Control, in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding
                                                                                                                                                                     (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees or other
                                                                                                                                                                     indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or
                                                                                                                                                                     (ii) the Company provides the indemnification,
hold harmless or exoneration payment, in its sole discretion, pursuant to the powers vested in the Company under applicable law.






 


		10.	ADVANCES OF EXPENSES; DEFENSE OF CLAIM



 


		(a)	Notwithstanding any provision of this Agreement to the contrary, but subject to Section 27,
and to the fullest extent not prohibited by applicable law, the Company shall pay the Expenses incurred by Indemnitee (or reasonably
expected by Indemnitee to be incurred by Indemnitee within three months) in connection with any Proceeding within ten (10) days
after the receipt by the Company of a statement or statements requesting such advances from time to time, prior to the final disposition
of any Proceeding. Advances shall, to the fullest extent permitted by law, be unsecured and interest free. Advances shall, to the
fullest extent permitted by law, be made without regard to Indemnitee’s ability to repay the Expenses and without regard
to Indemnitee’s ultimate entitlement to be indemnified, held harmless or exonerated under the other provisions of this Agreement.
Advances shall include any and all reasonable Expenses incurred pursuing a Proceeding to enforce this right of advancement, including
Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. To the fullest extent required
by applicable law, such payments of Expenses in advance of the final disposition of the Proceeding shall be made only upon the
Company’s receipt of an undertaking, by or on behalf of Indemnitee, to repay the advanced amounts to the extent that it is
ultimately determined that Indemnitee is not entitled to be indemnified by the Company under the provisions of this Agreement,
the Articles, applicable law or otherwise. If it shall be determined by a final judgment or other final adjudication that Indemnitee
was not so entitled to indemnification, any advancement shall be returned to the Company (without interest) by the Indemnitee.
This Section 10(a) shall not apply to any claim made by Indemnitee for which an indemnification, hold harmless or exoneration
payment is excluded pursuant to Section 9, but shall apply to any Proceeding referenced in Section 9(b) prior to
a final determination that Indemnitee is liable therefor.



 



    8


     


    

 


		(b)	The Company will be entitled to participate in the Proceeding at its own expense.



 


		(c)	The Company shall not settle any action, claim or Proceeding (in whole or in part) which would
impose any Expense, judgment, fine, penalty or limitation on Indemnitee without Indemnitee’s prior written consent.



 


		11.	PROCEDURE FOR NOTIFICATION AND APPLICATION FOR INDEMNIFICATION



 


		(a)	Indemnitee agrees to notify promptly the Company in writing upon being served with any summons,
citation, subpoena, complaint, indictment, information or other document relating to any Proceeding, claim, issue or matter therein
which may be subject to indemnification, hold harmless or exoneration rights, or advancement of Expenses covered hereunder. The
failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement, or otherwise.



 


		(b)	Indemnitee may deliver to the Company a written application to indemnify, hold harmless or exonerate
Indemnitee in accordance with this Agreement. Such application(s) may be delivered from time to time and at such time(s) as
Indemnitee deems appropriate in his or her sole discretion. Following such a written application for indemnification by Indemnitee, Indemnitee’s
entitlement to indemnification shall be determined according to Section 12(a) of this Agreement.



 


		12.	PROCEDURE UPON APPLICATION FOR INDEMNIFICATION



 


		(a)	A determination, if required by applicable law, with respect to Indemnitee’s entitlement
to indemnification shall be made in the specific case by one of the following methods, which shall be at the election of Indemnitee:
(i) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (ii) by a committee
of such directors designated by majority vote of such directors, (iii) if there are no Disinterested Directors or if such
directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee,
or (iv) by vote of the shareholders by ordinary resolution. The Company promptly will advise Indemnitee in writing with respect
to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for
which indemnification has been denied. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination. Indemnitee shall reasonably cooperate with the person, persons
or entity making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such
person, persons or entity upon reasonable advance request any documentation or information which is not privileged or otherwise
protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs
or Expenses (including reasonable attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby agrees to indemnify and to hold Indemnitee harmless therefrom.



 






    9


     


    

 


		(b)	In the event the determination of entitlement to indemnification is to be made by Independent Counsel
pursuant to Section 12(a) hereof, the Independent Counsel shall be selected as provided in this Section 12(b). The
Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board),
and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected and
certifying that the Independent Counsel so selected meets the requirements of “Independent Counsel” as
defined in Section 2 of this Agreement. If the Independent Counsel is selected by the Board, the Company shall give written
notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected and certifying that the Independent
Counsel so selected meets the requirements of “Independent Counsel” as defined in Section 2 of this
Agreement. In either event, Indemnitee or the Company, as the case may be, may, within ten (10) days after such written
notice of selection shall have been received, deliver to the Company or to Indemnitee, as the case may be,
a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 2
of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and
timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court
of competent jurisdiction has determined that such objection is without merit. If, within twenty (20) days after submission by
Indemnitee of a written request for indemnification pursuant to Section 11(b) hereof, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Delaware Court, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 12(a) hereof. Upon the due commencement of
any judicial proceeding or arbitration pursuant to Section 14(a) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct
then prevailing).






 






    10


     


    

 


		(c)	The Company agrees to pay the reasonable fees and expenses of Independent Counsel and to fully
indemnify and hold harmless such Independent Counsel against any and all Expenses, claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto.



 


		13.	PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS



 


		(a)	In making a determination with respect to entitlement to indemnification hereunder, the person,
persons or entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if
Indemnitee has submitted a request for indemnification in accordance with Section 11(b) of this Agreement, and the Company
shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any
determination contrary to that presumption. Neither the failure of the Company (including by the Disinterested Directors or Independent
Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including by the Disinterested Directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.



 


		(b)	If the person, persons or entity empowered or selected under Section 12 of this Agreement
to determine whether Indemnitee is entitled to indemnification shall not have made a determination within thirty (30) days after
receipt by the Company of the request therefor,the requisite determination of
entitlement to indemnification shall, to the fullest extent permitted by law, be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material
fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a final judicial determination that any or all such indemnification is expressly prohibited under applicable law;
provided, however, that such 30-day period may be extended for a reasonable time, not to exceed an additional fifteen (15) days,
if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires
such additional time for the obtaining or evaluating of documentation and/or information relating thereto.






 


		(c)	The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided
in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee
did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of
the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct
was unlawful.



 






    11


     


    

 


		(d)	For purposes of any determination of good faith, Indemnitee shall be deemed to have acted
in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise, including financial statements,
or on information supplied to Indemnitee by the directors, managers, managing members or officers of the Enterprise in the course
of their duties, or on the advice of legal counsel for the Enterprise, its Board, any committee of the Board or any director, trustee,
general partner, manager or managing member, or on information or records given or reports made to the Enterprise, its Board, any
committee of the Board or any director, trustee, general partner, manager or managing member, by an independent certified public
accountant or by an appraiser or other expert selected by the Enterprise, its Board, any committee of the Board or any director,
trustee, general partner, manager or managing member. The provisions of this Section 13(d) shall not be deemed to be
exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed or found to have met the applicable
standard of conduct set forth in this Agreement.



 


		(e)	The knowledge and/or actions, or failure to act, of any other director, officer, trustee, partner,
manager, managing member, fiduciary, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining
the right to indemnification under this Agreement.



 


		14.	REMEDIES OF INDEMNITEE



 


		(a)	In the event that (i) a determination is made pursuant to Section 12 of this
                                                                                                                           Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses, to the
                                                                                                                           fullest extent permitted by applicable law, is not timely made pursuant to Section 10 of this Agreement, (iii) no
                                                                                                                           determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement
                                                                                                                           within thirty (30) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification
                                                                                                                           is not made pursuant to Sections 5, 6, 7 or the last sentence of Section 12(a) of this Agreement within ten
                                                                                                                           (10) days after receipt by the Company of a written request therefor, (v) a contribution payment is not made in a
                                                                                                                           timely manner pursuant to Section 8 of this Agreement, (vi) payment of indemnification pursuant to Section 3
                                                                                                                           or 4 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled
                                                                                                                           to indemnification, or (vii) payment to Indemnitee pursuant to any hold harmless or exoneration rights under this
                                                                                                                           Agreement or otherwise is not made in accordance with this Agreement within ten (10) days after receipt by the Company
                                                                                                                           of a written request therefor, Indemnitee shall be entitled to an adjudication by the Delaware Court to such
                                                                                                                           indemnification, hold harmless, exoneration, contribution or advancement rights. Alternatively, Indemnitee, at his or
                                                                                                                           her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration
                                                                                                                           Rules and Mediation Procedures of the American Arbitration Association. Except as set forth herein, the Commercial
                                                                                                                           Arbitration Rules and Mediation Procedures of the American Arbitration Association shall apply to any such arbitration.
                                                                                                                           The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.






 


		(b)	In the event that a determination shall have been made pursuant to Section 12(a) of this
Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this
Section 14 shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be
prejudiced by reason of that adverse determination.



 






    12


     


    

 


		(c)	In any judicial proceeding or arbitration commenced pursuant to this Section 14, Indemnitee
shall be presumed to be entitled to be indemnified, held harmless, exonerated to receive advancement of Expenses under this Agreement
and the Company shall have the burden of proving Indemnitee is not entitled to be indemnified, held harmless, exonerated and to
receive advancement of Expenses, as the case may be, and the Company may not refer to or introduce into evidence any determination
pursuant to Section 12(a) of this Agreement adverse to Indemnitee for any purpose. If Indemnitee commences a judicial
proceeding or arbitration pursuant to this Section 14, Indemnitee shall not be required to reimburse the Company for
any advances pursuant to Section 10 until a final determination is made with respect to Indemnitee’s entitlement to
indemnification (as to which all rights of appeal have been exhausted or lapsed).



 


		(d)	If a determination shall have been made pursuant to Section 12(a) of this Agreement that
Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration
commenced pursuant to this Section 14, absent (i) a misstatement by Indemnitee of a material fact, or an omission of
a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law.



 


		(e)	The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 14 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.



 


		(f)	The Company shall indemnify and hold harmless Indemnitee to the fullest extent permitted by law
against all Expenses and, if requested by Indemnitee, shall (within ten (10) days after the Company’s receipt of such
written request) pay to Indemnitee, to the fullest extent permitted by applicable law, such Expenses which are incurred by Indemnitee
in connection with any judicial proceeding or arbitration brought by Indemnitee: (i) to enforce his or her rights under, or
to recover damages for breach of, this Agreement or any other indemnification, hold harmless, exoneration, advancement or contribution
agreement or provision of the Articles now or hereafter in effect; or (ii) for recovery or advances under any insurance policy
maintained by any person for the benefit of Indemnitee, regardless of the outcome and whether Indemnitee ultimately is determined
to be entitled to such indemnification, hold harmless or exoneration right, advancement, contribution or insurance recovery, as
the case may be (unless such judicial proceeding or arbitration was not brought by Indemnitee in good faith).



 


		(g)	Interest shall be paid by the Company to Indemnitee at the legal rate under New York law for amounts
which the Company indemnifies, holds harmless or exonerates, or advances, or is obliged to indemnify, hold harmless or exonerate
or advance for the period commencing with the date on which Indemnitee requests indemnification, to be held harmless, exonerated,
contribution, reimbursement or advancement of any Expenses and ending with the date on which such payment is made to Indemnitee
by the Company.



 






    13


     


    

 


		15.	SECURITY



 


Notwithstanding anything
herein to the contrary, but subject to Section 27, to the extent requested by Indemnitee and approved by the Board, the Company
may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable
bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released
without the prior written consent of Indemnitee.


 


		16.	NON-EXCLUSIVITY; SURVIVAL OF RIGHTS; INSURANCE; SUBROGATION; PRIORITY OF OBLIGATIONS



 


		(a)	The rights of Indemnitee as provided by this Agreement shall not be deemed exclusive of any
                                                                                                                           other rights to which Indemnitee may at any time be entitled under applicable law, the Articles, any agreement, a vote of
                                                                                                                           shareholders or a resolution of directors, or otherwise. 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 Proceeding
                                                                                                                           (regardless of when such Proceeding is first threatened, commenced or completed) or claim, issue or matter therein arising
                                                                                                                           out of, or related to, any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment,
                                                                                                                           alteration or repeal. To the extent that a change in applicable law, whether by statute or judicial decision, permits greater
                                                                                                                           indemnification, hold harmless or exoneration rights or advancement of Expenses than would be afforded currently under the
                                                                                                                           Articles or this Agreement, then this Agreement (without any further action by the parties hereto) shall automatically be
                                                                                                                           deemed to be amended to require that the Company indemnify the Indemnitee to the fullest extent permitted by law. 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. 






 


		(b)	The Articles permit the Company to purchase and maintain insurance or furnish similar protection
or make other arrangements including, but not limited to, providing a trust fund, letter of credit, or surety bond (“Indemnification
Arrangements”) on behalf of Indemnitee against any liability asserted against him or her or incurred by or on behalf
of him or her or in such capacity as a director, officer, employee or agent of the Company, or arising out of his or her status
as such, whether or not the Company would have the power to indemnify him or her against such liability under the provisions of
this Agreement and the Articles. The purchase, establishment, and maintenance of any such Indemnification Arrangement shall not
in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement except as expressly
provided herein, and the execution and delivery of this Agreement by the Company and Indemnitee shall not in any way limit or affect
the rights and obligations of the Company or the other party or parties thereto under any such Indemnification Arrangement.



 






    14


     


    

 


		(c)	To the extent that the Company maintains an insurance policy or policies providing liability insurance
for directors, officers, trustees, partners, managers, managing members, fiduciaries, employees, or agents of the Company or of
any other Enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer,
trustee, partner, managers, managing member, fiduciary, employee or agent under such policy or policies. If, at the time the Company
receives notice from any source of a Proceeding as to which Indemnitee is a party or a participant (as a witness, deponent or otherwise),
the Company has director and officer liability insurance in effect, the Company shall give prompt notice of such Proceeding to
the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter use commercially
reasonable efforts to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding in
accordance with the terms of such policies.



 


		(d)	In the event of any payment under this Agreement, the Company, to the fullest extent permitted
by law, shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all
papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to
enable the Company to bring suit to enforce
such rights. No such payment by the Company shall be deemed to relieve any insurer of its obligations.






 


		(e)	The Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses hereunder
to Indemnitee who is or was serving at the request of the Company as a director, officer, trustee, partner, manager, managing member,
fiduciary, employee or agent of any other Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification,
hold harmless or exoneration payments or advancement of expenses from such Enterprise. Notwithstanding any other provision of this
Agreement to the contrary, but subject to Section 27, (i) Indemnitee shall have no obligation to reduce, offset, allocate,
pursue or apportion any indemnification, hold harmless, exoneration, advancement, contribution or insurance coverage among multiple
parties possessing such duties to Indemnitee prior to the Company’s satisfaction and performance of all its obligations under
this Agreement, and (ii) the Company shall perform fully its obligations under this Agreement without regard to whether Indemnitee
holds, may pursue or has pursued any indemnification, advancement, hold harmless, exoneration, contribution or insurance coverage
rights against any person or entity other than the Company.



 


		(f)	Notwithstanding anything contained herein, the Company is the primary indemnitor, and any indemnification
or advancement obligation of the Sponsor or its affiliates or members or any other Person is secondary.



 


		17.	DURATION OF AGREEMENT



 


All agreements and
obligations of the Company contained herein shall continue during the period Indemnitee serves as a director or officer of the
Company or as a director, officer, trustee, partner, manager, managing member, fiduciary, employee or agent of any other corporation,
partnership, joint venture, trust, employee benefit plan or other Enterprise which Indemnitee serves at the request of the Company
and shall continue thereafter so long as Indemnitee shall be subject to any possible Proceeding (including any rights of appeal
thereto and any Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement) by reason of his or her Corporate
Status, whether or not he or she is acting in any such capacity at the time any liability or expense is incurred for which indemnification
or advancement can be provided under this Agreement.


 






    15


     


    

 


		18.	SEVERABILITY



 


If any provision or
provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any
Section, paragraph or sentence of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable
to the fullest extent permitted by law; (b) such provision or provisions shall be deemed reformed to the extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Agreement (including, without limitation, each portion of any Section, paragraph or sentence
of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


		19.	ENFORCEMENT AND BINDING EFFECT



 


		(a)	The Company expressly confirms and agrees that it has entered into this Agreement and assumed the
obligations imposed on it hereby in order to induce Indemnitee to serve as a director, officer or key employee of the Company,
and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer or key employee of
the Company.



 


		(b)	Without limiting any of the rights of Indemnitee under the Articles as they may be amended from
time to time, this Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the
subject matter hereof.



 


		(c)	The indemnification, hold harmless, exoneration and advancement of expenses rights provided by
or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective successors
and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially
all of the business and/or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer,
employee or agent of the Company or a director, officer, trustee, general partner, manager, managing member, fiduciary, employee
or agent of any other Enterprise at the Company’s request, and shall inure to the benefit of Indemnitee and his or her spouse,
assigns, heirs, devisees, executors and administrators and other legal representatives.



 






    16


     


    

 


		(d)	The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by written
agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent that the Company would be required to perform if no such succession had taken place.



 


		(e)	The Company and Indemnitee agree herein that a monetary remedy for breach of this Agreement,
                                                                                                                           at some later date, may be inadequate, impracticable and difficult of proof, and further agree that such breach may cause
                                                                                                                           Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may, to the fullest extent permitted by
                                                                                                                           law, enforce this Agreement by seeking, among other things, injunctive relief and/or specific performance hereof, without any
                                                                                                                           necessity of showing actual damage or irreparable harm and that by seeking injunctive relief and/or specific
                                                                                                                           performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he or she may be
                                                                                                                           entitled. The Company and Indemnitee further agree that Indemnitee shall, to the fullest extent permitted by law, be entitled
                                                                                                                           to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and
                                                                                                                           permanent injunctions, without the necessity of posting bonds or other undertaking in connection therewith. The Company
                                                                                                                           acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by a court of competent
                                                                                                                           jurisdiction, and the Company hereby waives any such requirement of such a bond or undertaking to the fullest extent
                                                                                                                           permitted by law.



 


		20.	MODIFICATION AND WAIVER



 


No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute
a continuing waiver.


 


		21.	NOTICES



 


All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if
delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) if
mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:


 


		(a)	If to Indemnitee, at the address indicated on the signature page of this Agreement, or such
other address as Indemnitee shall provide in writing to the Company.



 


		(b)	If to the Company, to:



 


HealthCor Catalio Acquisition Corp. 


55 Hudson Yards, 28th Floor

New York, New York 10001

Attention: Christopher Gaulin


 






    17


     


    

 


With a copy, which shall not constitute notice, to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attn:     Christian
O. Nagler


 


and


 


Kirkland & Ellis LLP


609 Main Street


Houston, Texas 77002


Attn:     Debbie
P. Yee, P.C.


 


or to any other address as may have been furnished to Indemnitee
in writing by the Company.


 


		22.	APPLICABLE LAW AND CONSENT TO JURISDICTION



 


This Agreement and
the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws of the State
of New York, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee pursuant
to Section 14(a) of this Agreement, to the fullest extent permitted by law, the Company and Indemnitee hereby irrevocably
and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this Agreement shall be
brought only in the Delaware Court and not in any other state or federal court in the United States of America or any court in
any other country; (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or
proceeding arising out of or in connection with this Agreement; (c) waive any objection to the laying of venue of any such
action or proceeding in the Delaware Court; and (d) waive, and agree not to plead or to make, any claim that any such action
or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum, or is subject (in whole or in
part) to a jury trial. To the fullest extent permitted by law, the parties hereby agree that the mailing of process and other papers
in connection with any such action or proceeding in the manner provided by Section 21 or in such other manner as may be permitted
by law, shall be valid and sufficient service thereof.


 


		23.	IDENTICAL COUNTERPARTS



 


This Agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.


 


		24.	MISCELLANEOUS



 


The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.


 






    18


     


    

 


		25.	PERIOD OF LIMITATIONS



 


No legal action shall
be brought and no cause of action shall be asserted by or in the right of the Company against Indemnitee, Indemnitee’s
spouse, heirs, executors or personal or legal representatives after the expiration of two years from the date of accrual of such
cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted by the
timely filing of a legal action within such two-year period; provided, however, that if any shorter period of limitations is otherwise
applicable to any such cause of action such shorter period shall govern.


 


		26.	ADDITIONAL ACTS



 


If for the validation
of any of the provisions in this Agreement any act, resolution, approval or other procedure is required to the fullest extent permitted
by law, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner
that will enable the Company to fulfill its obligations under this Agreement.


 


		27.	WAIVER OF CLAIMS TO TRUST ACCOUNT



 


Notwithstanding anything
contained herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any
kind (each, a “Claim”) in or to any monies in the trust account established in connection with the Company’s
initial public offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim
it may have in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against
such trust account for any reason whatsoever. Accordingly, Indemnitee acknowledges and agrees that any indemnification provided
hereto will only be able to be satisfied by the Company if (i) the Company has sufficient funds outside of the Trust Account
to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.


 


		28.	MAINTENANCE OF INSURANCE



 


The Company shall use
commercially reasonable efforts to obtain and maintain in effect during the entire period for which the Company is obligated to
indemnify the Indemnitee under this Agreement, one or more policies of insurance with reputable insurance companies to provide
the officers/directors of the Company with coverage for losses from wrongful acts and omissions and to ensure the Company’s
performance of its indemnification obligations under this Agreement. The Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any such director or officer under such
policy or policies. In all such insurance policies, the Indemnitee shall be named as an insured in such a manner as to provide
the Indemnitee with the same rights and benefits as are accorded to the most favorably insured of the Company’s directors
and officers.


 


[SIGNATURE PAGE FOLLOWS]


 






    19


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Indemnity Agreement to be signed as of the day and year first above written.


 


	 	HEALTHCOR CATALIO ACQUISITION CORP. 
	 	 
	 	By:	            
	 	Name: 	Christine Clarke 
	 	Title: 	Chief Financial Officer 



 


[Signature Page to Indemnity Agreement]


 






     


     


    

 


	 	INDEMNITEE 
	 	 
	 	 
	 	Name: 
	 	Title:



 


[Signature Page to Indemnity Agreement]