other agreement between either Company or any Controlled Entity and the Indemnitee pursuant towhich the Indemnitee is indemnified, (vii) the laws of the jurisdiction of incorporation ororganization of any Controlled Entity and/or (viii) the certificate of incorporation, certificateof organization, bylaws, partnership agreement, operating agreement, certificate of formation,certificate of limited partnership or other organizational or governing documents of any ControlledEntity ((i) through (viii) collectively, the “Indemnification Sources”), irrespective ofany right of recovery the Indemnitee may have from the Indemnitee-Related Entities. Under nocircumstance shall either Company or any Controlled Entity be entitled to any right of subrogationor contribution by the Indemnitee-Related Entities and no right of advancement or recovery theIndemnitee may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rightsof the Indemnitee or the obligations of either Company or any Controlled Entity under theIndemnification Sources. In the event that any of the Indemnitee-Related Entities shall make anypayment to the Indemnitee in respect of indemnification or advancement of expenses with respect toany Jointly Indemnifiable Claim, (i) the Companies shall, and to the extent applicable shall causethe Controlled Entities to, reimburse the Indemnitee-Related Entity making such payment to theextent of such payment promptly upon written demand from such Indemnitee-Related Entity, (ii) tothe extent not previously and fully reimbursed by the Companies and/or any Controlled Entitypursuant to clause (i), the Indemnitee-Related Entity making such payment shall be subrogated tothe extent of the outstanding balance of such payment to all of the rights of recovery of theIndemnitee against the Companies and/or any Controlled Entity, as applicable, and (iii) Indemniteeshall execute all papers reasonably required and shall do all things that may be reasonablynecessary to secure such rights, including the execution of such documents as may be necessary toenable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. TheCompanies and Indemnitee agree that each of the Indemnitee-Related Entities shall be third-partybeneficiaries with respect to this Agreement entitled to enforce this Agreement as though each suchIndemnitee-Related Entity were a party to this Agreement. The Companies shall cause each of theControlled Entities to perform the terms and obligations of this Agreement as though each suchControlled Entity was a party to this Agreement.     2. For purposes of this Agreement, the following terms shall have the following meanings:     (a) The term “Indemnitee-Related Entities” means any corporation, limitedliability company, partnership, joint venture, trust, employee benefit plan or otherenterprise (other than the Companies, any Controlled Entity or the insurer under andpursuant to an insurance policy of either Company or any Controlled Entity) from whom anIndemnitee may be entitled to indemnification or advancement of expenses with respect towhich, in whole or in part, either Company or any Controlled Entity may also have anindemnification or advancement obligation.     (b) The term “Jointly Indemnifiable Claims” shall be broadly construed andshall include, without limitation, any Action, Suit or Proceeding for whichthe Indemnitee shall be entitled to indemnification or advancement of expenses from (i)either Company and/or any Controlled Entity pursuant to the Indemnification Sources, on theone hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between anyIndemnitee-Related Entity and the Indemnitee pursuant to which the
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Indemnitee isindemnified, the laws of the jurisdiction of incorporation or organization of anyIndemnitee-Related Entity and/or the certificate of incorporation, certificate oforganization, bylaws, partnership agreement, operating agreement, certificate of formation,certificate of limited partnership or other organizational or governing documents of anyIndemnitee-Related Entity, on the other hand.     (c) The term “Action, Suit or Proceeding” shall be broadly construed and shallinclude, without limitation, the investigation, preparation, prosecution, defense,settlement, arbitration and appeal of, and the giving of testimony in, any threatened,pending or completed claim, action, suit, arbitration, investigation, inquiry, alternativedispute mechanism or proceeding, whether civil (including intentional and unintentional tortclaims), criminal, administrative or investigative.     3. No supplement, modification, waiver or amendment of this Agreement shall be binding unlessexecuted in writing by both of the parties hereto. All of the terms and provisions of thisAgreement shall be binding upon, shall inure to the benefit of and shall be enforceable by theparties hereto and their respective successors, assigns, spouses, heirs, executors, administratorsand legal representatives. Each Company shall require and cause any direct or indirect successor(whether by purchase, merger, consolidation or otherwise) to all or substantially all of thebusiness or assets of such Company, by written agreement in form and substance reasonablysatisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the samemanner and to the same extent that such Company would be required to perform if no such successionhad taken place. This Agreement shall be governed by and construed in accordance with the laws ofthe State of Delaware. This Agreement may be executed in two or more counterparts, each of whichshall be deemed to be an original and all of which together shall be deemed to be one and the sameinstrument, notwithstanding that both parties are not signatories to the original or samecounterpart. Nothing herein shall be deemed to create any obligation or liability of the Companiesor the Controlled Entities beyond those contained in the Indemnification Sources in respect ofindemnification or the advancement of expenses to Indemnitee.[Signature Page Follows]
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     This Indemnification Priority Agreement has been duly executed and delivered to be effectiveas of the date stated above.      ACTIVANT GROUP INC.