Form of Indemnity Agreement



 Exhibit 10.1 

INDEMNITY AGREEMENT 
 This
Indemnity Agreement, dated as of                  , 2014 is made by and between Trupanion, Inc., a Delaware corporation (the “Company”), and
                    , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who
satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”). 
 RECITALS 

A. The Company is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless
they are protected by comprehensive liability insurance and indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no
relationship to the compensation of such representatives; 
 B. The members of the Board of Directors of the Company (the
“Board”) have concluded that to retain and attract talented and experienced individuals to serve as representatives of the Company and its Subsidiaries and Affiliates and to encourage such individuals to take the business
risks necessary for the success of the Company and its Subsidiaries and Affiliates, it is necessary for the Company to contractually indemnify certain of its representatives and the representatives of its Subsidiaries and Affiliates, and to assume
for itself maximum liability for Expenses and Other Liabilities in connection with claims against such representatives in connection with their service to the Company and its Subsidiaries and Affiliates; 

C. Section 145 of the Delaware General Corporation Law (“Section 145”), empowers the Company to indemnify by
agreement its officers, directors, employees and agents, and persons who serve, at the request of the Company, as directors, officers, employees or agents of other corporations, partnerships, joint ventures, trusts or other enterprises, and
expressly provides that the indemnification provided thereby is not exclusive; and 
 D. The Company desires and has requested Indemnitee to
serve or continue to serve as a representative of the Company and/or the Subsidiaries or Affiliates of the Company free from undue concern about inappropriate claims for damages arising out of or related to such services to the Company and/or the
Subsidiaries or Affiliates of the Company. 
 AGREEMENT 

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. Definitions. 
 (a)
Affiliate. For purposes of this Agreement, “Affiliate” of the Company means any corporation, partnership, limited liability company, joint venture, trust or other enterprise in respect of which Indemnitee is or was or
will be serving as a director, officer, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted as a board of directors, board of managers, general partner or
otherwise), fiduciary, or in any other similar capacity at the request, election or direction of the Company, and including, but not limited to, any employee benefit plan of the Company or a Subsidiary or Affiliate of the Company. 







 (b) Change in Control. For purposes of this Agreement, “Change in
Control” means (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a Subsidiary or a trustee or other fiduciary holding securities under an
employee benefit plan of the Company or Subsidiary, is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding capital stock, or (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) ceasing for any reason to constitute at least a majority of the Board,
provided that any person becoming a director subsequent to the date hereof whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then comprising the
Incumbent Board (other than an election or nomination for election of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be,
for purposes of this Agreement, considered as though such person were a member of the Incumbent Board, or (iii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or
consolidation that would result in the outstanding capital stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into capital stock of the surviving entity) at least
50% of the total voting power represented by the capital stock of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company (in one transaction or a series of transactions) of all or substantially all of the Company’s assets. 

(c) Expenses. For purposes of this Agreement, “Expenses” means all direct and indirect costs of any type or
nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs), paid or incurred by Indemnitee in connection with a Proceeding, or establishing or enforcing an interpretation or a
right under this Agreement, including indemnification under Section 145 or otherwise; provided, however, that Expenses shall not include any judgments, fines, ERISA excise taxes or penalties or amounts paid in settlement of a Proceeding. 

(d) Indemnifiable Event. For purposes of this Agreement, “Indemnifiable Event” means any event or occurrence
related to Indemnitee’s service for the Company or any Subsidiary or Affiliate as an Indemnifiable Person, or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity. 

(e) Indemnifiable Person. For the purposes of this Agreement, “Indemnifiable Person” means the Indemnitee, any
person who is or was a director, officer, trustee, manager, member, partner, employee, attorney, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or
other agent or fiduciary of the Company or a Subsidiary or Affiliate of the Company. 
 (f) Independent Counsel. For purposes of this
Agreement, “Independent Counsel” means legal counsel that has not performed services for the Company, or any other party to the Proceeding giving rise to a claim for indemnification hereunder, or Indemnitee in the five years
preceding the time in question and that would not, under applicable standards of professional conduct, have a conflict of interest in representing either the Company or Indemnitee. 







 (g) Other Liabilities. For purposes of this Agreement, “Other
Liabilities” means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, penalties, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all
interest, taxes, assessments and other charges paid or payable in connection with or in respect of any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement). 

(h) Proceeding. For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed
action, suit or other proceeding, whether civil, criminal, administrative, investigative, legislative or any other type whatsoever, preliminary, informal or formal, including any arbitration or other alternative dispute resolution and including any
appeal of any of the foregoing. 
 (i) Subsidiary. For purposes of this Agreement, “Subsidiary” means any
entity of which more than 50% of the outstanding voting securities is owned directly or indirectly by the Company. 
 3. Mandatory
Indemnification. 
 (a) Agreement to Indemnify. The Company shall indemnify Indemnitee from and against any and all Expenses and
Other Liabilities incurred by Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event to the fullest extent not prohibited by the provisions of the Company’s Bylaws and the Delaware General
Corporation Law (“GCL”), as the same may be amended from time to time (but only to the extent that such amendment permits the Company to provide broader indemnification rights than the Bylaws or the GCL permitted prior to the
adoption of such amendment). 
 (b) Exception for Amounts Covered by Insurance and Other Sources. Notwithstanding the foregoing,
except as provided in Section 3(c), the Company shall not be obligated to make payments to Indemnitee for Expenses or Other Liabilities to the extent such have been paid directly to Indemnitee (or paid directly to a third party on
Indemnitee’s behalf) by any directors and officers, or other type, of insurance maintained by the Company (except to the extent that Indemnitee is required (by court order or otherwise) to return or surrender to the Company amounts that are
otherwise indemnifiable hereunder). 
 (c) Company Obligations Primary. The Company hereby acknowledges that Indemnitee may have
rights to indemnification for Expenses and Other Liabilities provided by [name of VC or other sponsoring organization] (“Other Indemnitor”). The Company agrees with Indemnitee that the Company is the indemnitor of first
resort of Indemnitee with respect to matters for which indemnification is provided under this Agreement and that the Company will be obligated to make all payments due to or for the benefit of Indemnitee under this Agreement without regard to any
rights that Indemnitee may have against the Other Indemnitor. The Company hereby waives any equitable rights to contribution or indemnification from the Other Indemnitor in respect of any amounts paid to Indemnitee hereunder. The Company further
agrees that no reimbursement of Other Liabilities or payment of Expenses by the Other Indemnitor to or for the benefit of Indemnitee shall affect the obligations of the Company hereunder, and that the Company shall be obligated to repay the Other
Indemnitor for all amounts so paid or reimbursed to the extent that the Company has an obligation to indemnify Indemnitee for such Expenses or Other Liabilities hereunder. 







 4. Partial Indemnification. If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of any Expenses or Other Liabilities but not entitled under the terms of this Agreement, however, to indemnification for the total amount of such Expenses or Other Liabilities, the
Company shall nevertheless indemnify Indemnitee for such total amount except as to the portion thereof for which indemnification is prohibited by the provisions of the Company’s Bylaws or the GCL. In any review or Proceeding to determine the
extent of indemnification, the Company shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims,
issues or matters which were not successfully resolved. For purposes of this Section 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. 
 5. Liability Insurance. So long as Indemnitee shall be subject to any
possible claim or threatened, pending or completed Proceeding as a result of an Indemnifiable Event, the Company shall use reasonable efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability
insurance issued by one or more reputable insurers with an A.M. Best rating of at least “A” and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage to the Indemnitee to the maximum
extent of the coverage available for any director, officer, employee, agent or fiduciary of the Company under such policy or policies and (ii) any replacement or substitute policies issued by one or more reputable insurers providing in all
respects coverage to the Indemnitee to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary of the Company under such policy or policies. The purchase, establishment and maintenance of any such
insurance or other arrangements shall not in any way limit or affect the rights and obligations of the Company or of Indemnitee under this Agreement, 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 insurance or other arrangement. 

6. Mandatory Advancement of Expenses. 

(a) Advancement. The Company shall advance prior to the final disposition of the Proceeding all Expenses reasonably incurred by
Indemnitee in connection with (including in preparation for) a Proceeding related to an Indemnifiable Event. Indemnitee hereby undertakes to repay such amounts advanced if, and only if and to the extent that, it shall ultimately be determined by a
court of final competent jurisdiction that Indemnitee is not entitled to be indemnified for such specific Expenses by the Company under the provisions of this Agreement. The advances to be made hereunder shall be paid by the Company to Indemnitee or
directly to a third party designated by Indemnitee within thirty (30) days following delivery of a written request therefor by Indemnitee to the Company. Indemnitee’s undertaking to repay any Expenses advanced to Indemnitee hereunder shall
be unsecured and shall not be subject to the accrual or payment of any interest thereon. 
 7. Notice and Other Indemnification
Procedures. 
 (a) Notification. Promptly after receipt by Indemnitee of notice of the commencement of or the threat of
commencement of any Proceeding regarding an Indemnifiable Event to which 







 
the Indemnitee is a named party or a declared participant, Indemnitee shall, if Indemnitee believes that indemnification or advancement of Expenses with respect thereto may be sought from the
Company under this Agreement, notify the Company of the commencement or threat of commencement thereof. However, a failure so to notify the Company promptly following Indemnitee’s receipt of such notice shall not relieve the Company from any
liability that it may have to Indemnitee except to the extent that the Company is materially prejudiced in its defense of such Proceeding as a result of such failure. 

(b) Insurance and Other Matters. If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to
Section 7(a) above and at the time the Company becomes aware of the Proceeding, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in
accordance with the procedures set forth in the respective policies. The Company shall thereafter take all best 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 insurance policies. 
 (c) Assumption of Defense. In the event the Company shall be obligated to advance the Expenses
for any Proceeding against Indemnitee, the Company, if deemed appropriate by the Company, shall be entitled to assume the defense of such Proceeding as provided herein, unless Indemnitee is a director of the Company, in which case the Company shall
not be entitled to assume the defense of such Proceeding as provided herein. Such defense by the Company may include the representation of two or more parties by one attorney or law firm as permitted under the ethical rules and legal requirements
related to joint representations. Following delivery of written notice to Indemnitee of the Company’s election to assume the defense of such Proceeding, the approval by Indemnitee (which approval shall not be unreasonably withheld) of counsel
designated by the Company and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees and expenses of counsel subsequently incurred by Indemnitee with respect to the same
Proceeding. If (A) the employment of counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have notified the Board in writing that Indemnitee has reasonably concluded that there is likely to be a
conflict of interest between the Company and Indemnitee in the conduct of any such defense, or (C) the Company fails to employ counsel to assume the defense of such Proceeding, the fees and expenses of Indemnitee’s counsel shall be subject
to indemnification and/or advancement pursuant to the terms of this Agreement. Nothing herein shall prevent Indemnitee from employing counsel for any such Proceeding at Indemnitee’s expense. 

(d) Settlement. The Company shall not be liable to indemnify Indemnitee under this Agreement or otherwise for any amounts paid in
settlement of any Proceeding effected without the Company’s written consent which consent shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable for indemnification of
Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. Neither the Company nor any Subsidiary or Affiliate shall enter into a settlement of any Proceeding that might result in the imposition of any Expense,
Other Liability, penalty, limitation or detriment on Indemnitee, whether indemnifiable under this Agreement or otherwise, without Indemnitee’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent from any
settlement of any Proceeding. 







 8. Determination of Right to Indemnification. 

(a) Success on the Merits or Otherwise. To the extent that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding referred to in Section 3(a) above or in the defense of any claim, issue or matter described therein, the Company shall indemnify Indemnitee against Expenses actually and reasonably incurred in connection therewith. 

(b) Indemnification in Other Situations. In the event that Section 8(a) is inapplicable, the Company shall also indemnify
Indemnitee if Indemnitee has not failed to meet the applicable standard of conduct for indemnification. 
 (c) Forum. Indemnitee
shall be entitled to select the forum in which determination of whether or not Indemnitee has met the applicable standard of conduct shall be decided, and such election will be made from among the following: 

(1) Those members of the Board who are Independent Directors even though less than a quorum; 

(2) A committee of Independent Directors designated by a majority vote of Independent Directors, even though less than a quorum; or 

(3) Independent Counsel selected by Indemnitee and approved by the Board, which approval may not be unreasonably withheld, which counsel
shall make such determination in a written opinion. 
 If Indemnitee is an officer or a director of the Company at the time that Indemnitee
is selecting the forum, then Indemnitee shall not select Independent Counsel as such forum unless there are no Independent Directors or unless the Independent Directors agree to the selection of independent counsel as the forum. 

The selected forum shall be referred to herein as the “Reviewing Party”. Notwithstanding the foregoing, following any Change in
Control, the Reviewing Party shall be Independent Counsel selected in the manner provided in (3) above. 
 (d) As soon as practicable,
and in no event later than thirty (30) days after receipt by the Company of written notice of Indemnitee’s choice of forum pursuant to Section 8(c) above, the Company and Indemnitee shall each submit to the Reviewing Party such
information as they believe is appropriate for the Reviewing Party to consider. The Reviewing Party shall arrive at its decision within a reasonable period of time following the receipt of all such information from the Company and Indemnitee, but in
no event later than thirty (30) days following the receipt of all such information, provided that the time by which the Reviewing Party must reach a decision may be extended by mutual agreement of the Company and Indemnitee. All Expenses
associated with the process set forth in this Section 8(d), including but not limited to the Expenses of the Reviewing Party, shall be paid by the Company. 

(e) Delaware Court of Chancery. Notwithstanding a final determination by any Reviewing Party that Indemnitee is not entitled to
indemnification with respect to a specific Proceeding, Indemnitee shall have the right to apply to the Court of Chancery, for the purpose of enforcing Indemnitee’s right to indemnification pursuant to this Agreement. 

(f) Expenses. The Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any hearing or
Proceeding under this Section 8 involving 







 
Indemnitee and against all Expenses and Other Liabilities incurred by Indemnitee in connection with any other Proceeding between the Company and Indemnitee involving the interpretation or
enforcement of the rights of Indemnitee under this Agreement unless a court of final competent jurisdiction finds that each of the material claims of Indemnitee in any such Proceeding was frivolous or made in bad faith. 

(g) Determination of “Good Faith”. For purposes of any determination of whether Indemnitee acted in “good faith” or
acted in “bad faith,” Indemnitee shall be deemed to have acted in good faith or not acted in bad faith if in taking or failing to take the action in question Indemnitee relied on the records or books of account of the Company or a
Subsidiary or Affiliate, including financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of the Company or a Subsidiary or Affiliate in the course of their duties, or on
the advice of legal counsel for the Company or a Subsidiary or Affiliate, or on information or records given or reports made to the Company or a Subsidiary or Affiliate by an independent certified public accountant or by an appraiser or other expert
selected by the Company or a Subsidiary or Affiliate, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert
competence and who has been selected with reasonable care by or on behalf of the Company or a Subsidiary or Affiliate. In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, or to advancement of
expenses, the Reviewing Party or court shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be on the Company
to establish, by clear and convincing evidence, that Indemnitee is not so entitled. The provisions of this Section 8(g) shall not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have
met the applicable standard of conduct set forth in this Agreement. In addition, the knowledge and/or actions, or failures to act, of any other person serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person shall not be imputed
to Indemnitee for purposes of determining the right to indemnification hereunder. 
 (h) The Company acknowledges that a settlement or other
disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and uncertainty. In the event that any Proceeding to which Indemnitee is or becomes a party is resolved in any manner other
than by adverse judgment against Indemnitee (including without limitation, settlement of such action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits
or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof to establish such circumstance by clear and convincing evidence. 

9. Exceptions. Any other provision herein to the contrary notwithstanding, 

(a) Claims Initiated by Indemnitee. In the event that the Indemnitee commences a proceeding seeking (1) to establish or enforce a
right to indemnification or advancement pursuant to this Agreement, (2) to otherwise enforce Indemnitee’s rights under or to interpret the terms of this Agreement, (3) to recover damages for breach of this Agreement, (4) to
establish or enforce Indemnitee’s entitlement to indemnification or advancement pursuant to the Company’s Certificate of Incorporation or Bylaws, (5) resolution of a matter where the Board has consented to the initiation of such
Proceeding, or (6) to discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or otherwise, then the Indemnitee shall be entitled to recover from the 







 
Company and shall be indemnified by the Company against any and all Expenses actually and reasonably incurred by or on behalf of such Indemnitee in connection with such Proceeding, provided,
however, if applicable law so provides, no indemnification against such Expenses shall be made in respect of any claim, issue or matter in such Proceeding on which Indemnitee does not prevail, unless (and only to the extent that) the Court of
Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication in respect of such claim, issue or matter but in view of all the circumstances of the case,
Indemnitee is fairly and reasonably entitled to indemnity for such expenses that the Court of Chancery or other such court shall deem proper. 

(b) Actions Based on Federal Statutes Regarding Profit Recovery and Return of Bonus Payments. The Company shall not be obligated
pursuant to the terms of this Agreement to indemnify Indemnitee on account of (i) any suit in which judgment is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of l934 and amendments thereto or similar provisions of any federal, state or local statutory law, or (ii) any reimbursement of the Company by the Indemnitee of any
bonus or other incentive-based or equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements that arise from
an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act); or 
 (c) Unlawful Indemnification. The Company shall not be
obligated pursuant to the terms of this Agreement to indemnify Indemnitee for Other Liabilities if such indemnification is prohibited by law. 

10. Non-exclusivity. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right
of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee as an Indemnified person or otherwise prior to such amendment, alteration or repeal. 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, under the Company’s Certificate of Incorporation or
Bylaws, the vote of the Company’s stockholders or disinterested directors, other agreements, or otherwise, both as to acts or omissions in his or her official capacity and to acts or omissions in another capacity while serving the Company or a
Subsidiary or Affiliate as an Indemnifiable Person and Indemnitee’s rights hereunder shall continue after Indemnitee has ceased serving the Company or a Subsidiary or Affiliate as an Indemnifiable Person and shall inure to the benefit of the
heirs, executors and administrators of Indemnitee. The assertion of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. Regardless of any investigation made by or on
behalf of Indemnitee or any of Indemnitee’s agents, the indemnification and contribution provided for in this Agreement will remain in full force and effect, subject to any limitations or exclusions otherwise set forth herein. 

11. Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and 







 
enforceability of the remaining provisions of the Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Agreement (including, without limitation,
all portions of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
by the provision held invalid, illegal or unenforceable. 
 12. Modification and Waiver. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar) and
except as expressly provided herein, no such waiver shall constitute a continuing waiver. 
 13. Successors and Assigns. The terms of
this Agreement shall bind, and shall inure to the benefit of, the successors and assigns of the parties hereto. Neither party hereto may assign this Agreement without the prior written consent of the other party; provided, however, that the Company
may assign this Agreement upon a Change in Control. 
 14. Notice. All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed duly given (i) upon receipt if delivered by hand, (ii) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an
acknowledgement of receipt form accompanying delivery through the U.S. mail, (iii) upon personal service by a process server, or (iv) upon delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other
commercial delivery service. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice complying with the provisions of this Section 14. Delivery of communications
to the Company with respect to this Agreement shall be sent to the attention of the Company’s General Counsel. 
 15. No
Presumptions. For purposes of this Agreement, the termination of any Proceeding, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law or otherwise. In addition, neither the failure
of the Company or a Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct or had any particular belief, nor an actual determination by the Company or a Reviewing Party that Indemnitee has
not met such standard of conduct or did not have such belief, prior to the commencement of Proceedings by Indemnitee to secure a judicial determination by exercising Indemnitee’s rights under Section 8(e) of this Agreement shall be a
defense to Indemnitee’s claim or create a presumption that Indemnitee has failed to meet any particular standard of conduct or did not have any particular belief or is not entitled to indemnification under applicable law or otherwise. 

16. Survival of Rights. The rights conferred on Indemnitee by this Agreement shall continue after Indemnitee has ceased to serve the
Company or a Subsidiary or Affiliate of the Company as an officer, director or key employee and shall inure to the benefit of Indemnitee’s heirs, executors and administrators. 







 17. Subrogation. Except as expressly provided in this Agreement, in the event of payment
under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents reasonably required and shall do all acts that may be reasonably necessary to secure
such rights and to enable the Company effectively to bring suit to enforce such rights. 
 18. Specific Performance, Etc. The parties
recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute
Proceedings, either in law or at equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination of the foregoing as Indemnitee may elect to pursue. 

19. Entire Agreement. 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. 

20. Counterparts. This Agreement may be executed in 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. 

21. Headings. The headings of the sections and 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 or interpretation thereof. 
 22. Governing Law. This Agreement
shall be governed exclusively by and construed according to the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely with Delaware. 

23. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably and unconditionally (i) agree that any action or
proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (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, (ii) 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, (iii) consent to service of any summons
and complaint and any other process that may be served in any action, suit or proceeding arising out of or relating to this Agreement by mailing by certified or registered mail, with postage prepaid, copies of such process to such party at its
address for receiving notice pursuant to Section 14 hereof, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) 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. Nothing herein shall preclude service of process by any other means permitted by applicable law. 

[Remainder of Page Intentionally Left Blank] 







 The parties hereto have entered into this Indemnity Agreement effective as of the date first
above written. 
  

			
	TRUPANION, INC.
		
	By:	 	  

		
	Name:	 	  

		
	Its:	 	  

	
	INDEMNITEE:
		
	By:	 	  

		
	Name:	 	  

	
	Address: