Exhibit 10.9
	 

	 
		FORM OF
INDEMNIFICATION
		AGREEMENT
	 

	 
		THIS INDEMNIFICATION AGREEMENT, dated as of
		June __, 2007 (this “Agreement”), is made by and between Care Investment Trust
		Inc., a Maryland corporation (the “Company”), and _____________________
		(“Indemnitee”).
	 

	 
		WHEREAS, the Articles of Incorporation , as
		amended and supplemented, of the Company (the “Charter”) and the Bylaws, as amended and supplemented, of
		the Company (the “Bylaws”) and the provisions of the Maryland General
		Corporation Law (the “MGCL”)
		provide for indemnification by the Company of its directors and officers as
		provided therein, and Indemnitee has been serving and continues to serve as a
		director and/or officer of the Company partly in reliance on such
		provision;
	 

	 
		WHEREAS, to provide Indemnitee with
		additional contractual assurance of protection against personal liability in
		connection with certain proceedings described below, the Company desires to
		enter into this Agreement;
	 

	 
		WHEREAS, the MGCL expressly recognizes that
		the indemnification provisions of Section 2-418 of the MGCL are not exclusive
		of any other rights to which a person seeking indemnification may be entitled
		under the Charter or the Bylaws, a resolution of stockholders or directors, an
		agreement or otherwise, and this Agreement is being entered into pursuant to
		and in furtherance of the Charter and the Bylaws, as permitted by the MGCL and
		as authorized by the Charter and the Board of Directors of the Company (the
		“Board”); and
	 

	 
		WHEREAS, in order to induce Indemnitee to
		serve or continue to serve as a director and/or officer of the Company and in
		consideration of Indemnitee’s so serving, the Company desires to indemnify
		Indemnitee and to make arrangements pursuant to which Indemnitee may be
		advanced or reimbursed expenses incurred by Indemnitee in certain proceedings
		described below, according to the terms and conditions set forth below;
	 

	 
		NOW, THEREFORE, the Company and Indemnitee,
		intending to be legally bound, hereby agree as follows:
	 

	 
		1. (a) Third-Party Proceedings. The Company shall indemnify Indemnitee to the maximum
		extent permitted by Maryland law, except as otherwise provided in Section 3 of
		this Agreement, if Indemnitee is or was a party or is threatened to be made a
		party to any threatened, pending or completed suit, action, claim, proceeding,
		arbitration or alternative dispute resolution mechanism, investigation,
		administrative hearing, whether civil, criminal, administrative or
		investigative (any such suit, action, proceeding, arbitration or alternative
		dispute resolution mechanism, investigation, administrative hearing being
		referred to herein as a “Proceeding”) (other than an action by or in the right of the
		Company or any Subsidiary (as defined below) of the Company) by reason of the
		fact that Indemnitee is or was an officer, director, employee or agent of the
		Company or any subsidiary or affiliated entity (each, a
		“Subsidiary”) of the Company, by reason of any action or
		inaction on the part of Indemnitee while an officer, director, employee or
		agent of the Company or any Subsidiary of the Company or by reason of the fact
		that Indemnitee is or was serving at the request of the Company as an officer,
		director, 
	 

	 
		 
	 



	 
	 

	 

	 
		employee or agent of another Person (as
		defined in Section 5(d)), against expenses (including reasonable
		attorneys’ fees, investigation expenses, expert witnesses’ and other
		expenses), judgments, fines and amounts paid in settlement (if such settlement
		is approved in advance by the Company, which approval shall not be unreasonably
		withheld) actually and reasonably incurred by Indemnitee in connection with the
		defense and/or settlement of such Proceeding (collectively,
		“Expenses”) if Indemnitee (i) acted in good faith and in a
		manner Indemnitee reasonably believed to be in or not opposed to the best
		interests of the Company and its stockholders, (ii) did not actually receive an
		improper personal benefit in money, property or services and (iii) with respect
		to any criminal action or proceeding, had no reasonable cause to believe his
		conduct was unlawful.
	 

	 
		(b) Proceedings by or in the Right of the Company or any
		Subsidiary. The Company shall indemnify
		Indemnitee to the maximum extent permitted by Maryland law, except as otherwise
		provided in Section 3 of this Agreement, if Indemnitee is or was a party or is
		threatened to be made a party to any threatened, pending or completed
		Proceeding by or in the right of the Company or any Subsidiary of the Company
		by reason of the fact that Indemnitee is or was an officer, director, employee
		or agent of the Company or any Subsidiary of the Company or by reason of the
		fact that Indemnitee is or was serving at the request of the Company as an
		officer, director, employee or agent of another Person, against Expenses in
		each case to the extent actually and reasonably incurred by Indemnitee if
		Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
		to be in or not opposed to the best interests of the Company and its
		stockholders, provided that no
		indemnification shall be made in respect of any Proceeding as to which
		Indemnitee shall have been adjudged to be liable to the Company and its
		stockholders unless and only to the extent that the Circuit Court of the State
		of Maryland, or the court in which such Proceeding shall have been brought or
		is pending, shall determine that in view of all the circumstances of the case,
		Indemnitee is fairly and reasonably entitled to indemnity for expenses, and
		then only to the extent that the court shall determine.
	 

	 
		(c) Selection of Counsel. If the Company shall be obligated under
		Section 1(a) or (b) hereof to pay Expenses of Indemnitee, the Company
		shall be entitled to assume the defense of such Proceeding, with counsel
		approved by Indemnitee (who shall not unreasonably withhold such approval),
		upon the delivery to Indemnitee of written notice of its election to do so.
		After delivery of such notice, approval of such counsel by Indemnitee and the
		retention of such counsel by the Company, the Company will not be liable to
		Indemnitee under this Agreement for any fees of counsel subsequently incurred
		by Indemnitee with respect to the same Proceeding, provided
		that, (i) Indemnitee shall have the right to employ his
		counsel in any such proceeding at Indemnitee’s expense; and (ii) if (A)
		the employment of counsel by Indemnitee has been previously authorized in
		writing by the Company, (B) Indemnitee shall have reasonably concluded that
		there may be a conflict of interest between the Company and Indemnitee in the
		conduct of any such defense and shall have notified the Company in writing
		thereof, (C) Indemnitee shall have reasonably concluded that there may be a
		conflict of interest between Indemnitee and other indemnitees of the Company
		being represented by counsel retained by the Company in the same Proceeding and
		shall have notified the Company in writing thereof, or (D) the Company shall
		not, in fact, have employed counsel to assume the defense of such Proceeding
		within a reasonable time frame, then the reasonable fees and expenses of
		Indemnitee’s counsel shall be at the expense of the Company.
	 

	 
		 
	 

	 
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		2. Contribution.
		If, when Indemnitee has met the applicable standard of conduct, the
		indemnification provisions set forth in Section 1 should, under applicable law,
		be to any extent unenforceable, then the Company agrees that it shall be
		treated as though it is or was a party to the threatened, pending or completed
		Proceeding in which Indemnitee is or was involved and that the Company shall
		contribute to the amounts paid or payable by Indemnitee as a result of Expenses
		in third-party Proceedings in such proportion as is appropriate to reflect the
		relative fault of the Company on the one hand and Indemnitee on the other in
		connection with such action or inaction, or alleged action or inaction, as well
		as any other relevant equitable considerations.
	 

	 
		For purposes of this Section 2, the relative
		fault shall be determined by reference to, among other things, the fault of the
		Company and all of its directors, officers, employees and agents (other than
		Indemnitee), as a group and treated as one entity, and such group’s
		relative intent, knowledge, access to information and opportunity to have
		altered or prevented the action or inaction, or alleged action or inaction,
		forming the basis for the threatened, pending or contemplated Proceeding, and
		Indemnitee’s relative fault in light of such factors on the other
		hand.
	 

	 
		3. Limitations to Rights of Indemnification and Advancement
		of Expenses. Except as otherwise
		provided in Section 9 of this Agreement, Indemnitee shall not be entitled to
		indemnification or advancement of Expenses (collectively,
		“Indemnified
		Amounts”) under this
		Agreement:
	 

	 
		(a) with respect to any Proceeding
		initiated, brought or made by or on behalf of Indemnitee (i) against the
		Company, unless a Change in Control (as defined in Section 3(h) of this
		Agreement) shall have occurred, or (ii) against any Person other than the
		Company, unless approved in advance by the Board;
	 

	 
		(b) on account of any Proceeding in which it
		shall be determined by final judgment by a court having jurisdiction in the
		matter that Indemnitee intentionally caused or intentionally contributed to the
		injury complained of, with the knowledge that such injury would occur;
	 

	 
		(c) on account of Indemnitee’s conduct
		which shall be determined by final judgment by a court having jurisdiction in
		the matter that Indemnitee was knowingly fraudulent, deliberately dishonest or
		engaged in willful misconduct or that Indemnitee received an improper personal
		benefit in money, property or services;
	 

	 
		(d) for any Indemnified Amounts incurred by
		Indemnitee with respect to any Proceeding instituted by Indemnitee to enforce
		or interpret this Agreement, to the extent that a court of competent
		jurisdiction determines that any of the material assertions made by Indemnitee
		in such Proceeding was not made in good faith or was frivolous;
	 

	 
		(e) for any Indemnified Amounts which have
		been paid to Indemnitee by an insurance carrier under a policy of
		officers’ and directors’ liability insurance maintained by the
		Company;
	 

	 
		 
	 

	 
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		(f) if the Company has a class of equity
		securities registered pursuant to Section 12 of the Exchange Act (as
		hereinafter defined), for any Indemnified Amounts or the payment of profits
		arising from the purchase and sale by Indemnitee of securities in violation of
		Section 16 (b) of the Securities Exchange Act of 1934, as amended (the
		“Exchange
		Act”), or any similar
		successor statute; or
	 

	 
		(g) if it shall be determined by final
		judgment by a court having jurisdiction in the matter that such indemnification
		is not lawful.
	 

	 
		(h) “Change in Control”
		means the occurrence of any of the
		following events:
	 

	 
		(i) the Company is merged, consolidated or
		reorganized into or with another corporation or other entity and, as a result
		of such merger, consolidation or reorganization, less than a majority of the
		combined voting power of the then-outstanding securities of such corporation or
		entity immediately after such transaction are held in the aggregate by the
		holders of voting stock immediately prior to such transaction;
	 

	 
		(ii) the Company sells or otherwise
		transfers all or substantially all of its assets to another corporation or
		other entity in which, after giving effect to such sale or transfer, the
		holders of voting stock of the Company immediately prior to such sale or
		transfer hold in the aggregate less than a majority of the combined voting
		power of the then-outstanding securities of such other corporation;
	 

	 
		(iii) if the Company has a class of equity
		securities registered pursuant to Section 12 of the Exchange Act, there is a
		report filed on Schedule 13D or Schedule TO (or any successor schedule, form or
		report or item therein), each as promulgated pursuant to the Exchange Act,
		disclosing that any person or entity, other than any stockholder of the Company
		(and its affiliates) owning 10% or more of the Company’s voting stock on
		the date hereof has become the beneficial owner (as the term “beneficial
		owner” is defined under Rule 13d-3 or any successor rule or regulation
		promulgated under the Exchange Act) of securities representing 50% or more of
		the combined voting power of the Company’s voting stock; or
	 

	 
		(iv) if, during any period of two (2)
		consecutive years, individuals who at the beginning of any such period
		constitute the Board cease for any reason to constitute at least a majority
		thereof; provided, however, that
		for purposes of this clause (iv) each director of the Company who is first
		elected, or first nominated for election by the Company’s stockholders, by
		a vote of at least a majority of the directors of the Company (or a committee
		of the Board) then still in office who were directors of the Company at the
		beginning of any such period shall be deemed to have been a director of the
		Company at the beginning of such period.
	 

	 
		Notwithstanding the provisions of clause
		(iii) above, unless otherwise determined in the specific case by majority vote
		of the Board, a “Change in
		Control” shall not be deemed
		to have occurred solely because the Company, any Subsidiary or any employee
		stock ownership plan or other employee benefit plan of the Company or any
		Subsidiary either files or becomes obligated to file a report or a proxy
		statement under or in response to Schedule 13D, Schedule 
	 

	 
		 
	 

	 
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		TO or Schedule 14A (or any successor
		schedule, form or report or item therein) under the Exchange Act disclosing
		beneficial ownership by it of shares of voting stock of the Company, whether in
		excess of 50% or otherwise.
	 

	 
		(i) “Affiliate” means (i) any person directly or indirectly
		controlling, controlled by or under common control with any such other person,
		(ii) any officer or general partner of such other person, and (iii) any legal
		entity for which such person acts an executive officer or general
		partner.
	 

	 
		4. Procedure for Determination of Entitlement to
		Indemnification.
	 

	 
		(a) To obtain indemnification under this
		Agreement, Indemnitee shall submit to the Secretary of the Company a written
		request for payment of the appropriate Indemnified Amounts, including with such
		request such documentation and information as is reasonably available to
		Indemnitee and reasonably necessary to determine whether and to what extent
		Indemnitee is entitled to such Indemnified Amounts. The Secretary of the
		Company shall, promptly upon receipt of such a request for indemnification,
		advise the Board in writing that Indemnitee has requested
		indemnification.
	 

	 
		(b) The Company shall pay Indemnitee the
		appropriate Indemnified Amounts unless it is established that Indemnitee has
		not met any applicable standard of conduct set forth in the Charter, the MGCL
		or the Bylaws or is not otherwise entitled to receive the Indemnified Amounts
		under this Agreement. For purposes of determining whether Indemnitee is
		entitled to Indemnified Amounts, in order to deny indemnification to Indemnitee
		the Company has the burden of proof in establishing that Indemnitee did not
		meet the applicable standard of conduct. In this regard, a termination of any
		Proceeding by judgment, order or settlement does not create a presumption that
		Indemnitee did not meet the requisite standard of conduct; provided,
		however, that the termination of any criminal proceeding by
		conviction, or a pleading of nolo
		contendere or its equivalent, or an
		entry of an order of probation prior to judgment, creates a rebuttable
		presumption that Indemnitee did not meet the applicable standard of
		conduct.
	 

	 
		(c) Any determination that Indemnitee has
		not met the applicable standard of conduct required to qualify for
		indemnification or is not otherwise entitled to receive the Indemnified Amounts
		under this Agreement shall be made either (i) by the Board by a majority vote
		of a quorum consisting of directors who were not parties of such Proceeding or
		(ii) by Independent Counsel (as defined below); provided that
		the manner in which (and, if applicable, the Independent Counsel by which) the
		right to indemnification is to be determined shall be approved in advance in
		writing by both the highest ranking executive officer of the Company who is not
		party to such action (sometimes hereinafter referred to as the
		“Senior
		Officer”) and by Indemnitee.
		In the event that such parties are unable to agree on the manner in which any
		such determination is to be made, such determination shall be made by
		Independent Counsel retained by the Company for such purpose, provided that
		such counsel is approved in advance in writing by both the Senior Officer and
		Indemnitee. The reasonable fees and expenses of such Independent Counsel in
		connection with making said determination contemplated hereunder shall be paid
		by the Company, and, if requested by such counsel, the Company shall give such
		counsel an appropriate written agreement with respect to the payment of their
		reasonable fees 
	 

	 
		 
	 

	 
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		and expenses and such other matters as may
		be reasonably requested by such counsel. Indemnitee may make a written
		objection to the identity of the Independent Counsel so selected by the
		Company. Such objection may be asserted only on the ground that the Independent
		Counsel so selected may not serve as Independent Counsel unless and until a
		court has determined that such objection is without merit. Either the Company
		or Indemnitee may petition a court in the State of Maryland for resolution of
		any such objection which shall have been made. The party with respect to whom
		an objection is favorably resolved shall be paid all reasonable fees and
		expenses incident to the procedures of this Section 4(c). Upon the due
		commencement of any judicial proceeding pursuant to Section 11 of this
		Agreement, the Independent Counsel shall be discharged and relieved of any
		further responsibility in such capacity (subject to the applicable standards of
		professional conduct then prevailing).
	 

	 
		(d) The Company will use its commercially
		reasonable efforts to conclude as soon as practicable any required
		determination pursuant to subsection (c) above and 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. Indemnitee shall cooperate
		with the Person or Persons making such determination with respect to
		Indemnitee’s entitlement to indemnification, including providing to such
		Person or Persons upon reasonable advance request any documentation or
		information that is not privileged or otherwise protected from disclosure and
		that is reasonably available to Indemnitee and reasonably necessary to such
		determination. Payment of any applicable Indemnified Amounts will be made to
		Indemnitee within ten (10) days after any determination of Indemnitee’s
		entitlement to such payment.
	 

	 
		(e) Notwithstanding the foregoing,
		Indemnitee may, at any time after sixty (60) days after a claim for Indemnified
		Amounts has been filed with the Company (or upon receipt of written notice that
		a claim for Indemnified Amounts has been rejected, if earlier) and before three
		(3) years after a claim for Indemnified Amounts has been filed, petition a
		court of competent jurisdiction within the State of Maryland to determine
		whether Indemnitee is entitled to indemnification under the provisions of this
		Agreement, and such court shall thereupon have the exclusive authority to make
		such determination unless and until such court dismisses or otherwise
		terminates such action without having made such determination. The court shall,
		as petitioned, make an independent determination of whether Indemnitee is
		entitled to indemnification as provided under this Agreement, irrespective of
		any prior determination made by the Board or Independent Counsel. If the court
		shall determine that Indemnitee is entitled to indemnification as to any claim,
		issue or matter involved in the Proceeding with respect to which there has been
		no prior determination pursuant to this Agreement or with respect to which
		there has been a prior determination that Indemnitee was not entitled to
		indemnification hereunder, the Company shall pay Expenses actually and
		reasonably incurred by Indemnitee in connection with such judicial
		determination.
	 

	 
		(f) “Independent Counsel” means a law firm or a member of a law firm that
		neither at the time in question, nor in the five (5) years immediately
		preceding such time has been retained to represent (i) the Company or
		Indemnitee in any matter material to either such party or (ii) any other party
		to the Proceeding giving rise to a claim for indemnification under this
		Agreement. Notwithstanding the foregoing, the term “Independent Counsel” shall not 
	 

	 
		 
	 

	 
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		include any Person who, under the applicable
		standards of professional conduct then prevailing under the laws of the State
		of Maryland, would be precluded from representing either the Company or
		Indemnitee in an action to determine Indemnitee’s rights under this
		Agreement.
	 

	 
		5. Presumptions and Effect of Certain
		Proceedings.
	 

	 
		(a) In making a determination, with respect
		to entitlement to indemnification hereunder, the Person or Persons 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 4 of this Agreement, and the Company shall bear
		the burden of proof to rebut that presumption in connection with the making by
		any Person or Persons of any determination contrary to that presumption.

	 

	 
		(b) 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 reasonably
		believed to be in or not opposed to the best interests of the Company and its
		stockholders or, with respect to any criminal action or proceeding, that
		Indemnitee had reasonable cause to believe that his conduct was
		unlawful.
	 

	 
		(c) Indemnitee’s conduct with respect
		to an employee benefit plan for a purpose he reasonably believed to be in the
		interests of the participants in and beneficiaries of the plan shall be deemed
		to be conduct that Indemnitee reasonably believed to be in or not opposed to
		the best interests of the Company and its stockholders.
	 

	 
		(d) For purposes of any determination
		hereunder, Indemnitee shall be deemed to have acted in good faith and in a
		manner he reasonably believed to be in or not opposed to the best interests of
		the Company and its stockholders or, with respect to any criminal action or
		proceeding, to have had no reasonable cause to believe his conduct was
		unlawful, if his action was based on (i) the records or books of account of the
		Company or another Person, including financial statements, (ii) information
		supplied to him by the officers of the Company or another Person in the course
		of their duties, (iii) the advice of legal counsel for the Company or another
		Person, or (iv) information or records given or reports made to the Company or
		another Person by an independent certified public accountant or by an appraiser
		or other expert selected with reasonable care by the Company or another Person.
		The term “Person”
		as used in this Agreement shall mean any other individual or corporation or any
		partnership, joint venture, trust, employee benefit plan or other entity or
		enterprise.
	 

	 
		6. Success on Merits or Otherwise. Notwithstanding any other provision of this Agreement,
		to the extent that Indemnitee has been successful on the merits or otherwise in
		defense of any Proceeding or in defense of any claim, issue or matter therein,
		he shall be indemnified against Expenses actually and reasonably incurred by
		him in connection with the investigation, defense, settlement or appeal
		thereof. For purposes of this Section 6, the term “successful on the merits or
		otherwise” shall include, but
		not be limited to, (i) any termination, withdrawal or dismissal (with or
		without prejudice) of any Proceeding (or any claim, issue or matter therein)
		against 
	 

	 
		 
	 

	 
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		Indemnitee without any express finding of
		liability or guilt against him, (ii) the expiration of 180 days after the
		making of any claim or threat of a Proceeding without the institution of the
		same and without any promise of payment or payment made to induce a settlement
		or (iii) the settlement of any Proceeding (or any claim, issue or matter
		therein) pursuant to which Indemnitee pays less than Ten Thousand Dollars
		($10,000.00).
	 

	 
		7. Partial Indemnification. If Indemnitee is entitled under any provision of this
		Agreement to indemnification by the Company for some or a portion of Expenses
		of Indemnitee in connection with any Proceeding, but not, however, for the
		total amount thereof, the Company shall nevertheless indemnify Indemnitee for
		the portion thereof to which Indemnitee is entitled.
	 

	 
		8. Costs. The
		Company shall also be solely responsible for paying (i) all reasonable expenses
		incurred by Indemnitee to enforce this Agreement, including, but not limited
		to, the costs incurred by Indemnitee to obtain court-ordered indemnification
		pursuant to Section 11, regardless of the outcome of any such application or
		proceeding, and (ii) all costs of defending any Proceedings challenging
		payments to Indemnitee under this Agreement.
	 

	 
		9. Advance of Expenses.
	 

	 
		(a) Indemnitee hereby is granted the right
		to receive in advance of a final, nonappealable judgment or other final
		adjudication of a Proceeding (a “Final Determination”) the amount of any Expenses incurred by
		Indemnitee in connection with any Proceeding (such amounts so expended or
		incurred being referred to as “Advanced Amounts”).
	 

	 
		(b) In making any written request for
		Advanced Amounts, Indemnitee shall submit to the Company a schedule setting
		forth in reasonable detail the dollar amount of Expenses expended or incurred
		and expected to be expended. Each such listing shall be supported by the bill,
		agreement or other documentation relating thereto, each of which shall be
		appended to the schedule as an exhibit. In addition, before Indemnitee may
		receive Advanced Amounts from the Company, Indemnitee shall provide to the
		Company (i) a written affirmation of Indemnitee’s good faith belief that
		the applicable standard of conduct set forth in the Charter, the MGCL and the
		Bylaws required for indemnification by the Company has been satisfied by
		Indemnitee, and (ii) a written undertaking by or on behalf of Indemnitee to
		repay the Advanced Amounts if it shall ultimately be determined that Indemnitee
		has not satisfied any applicable standard of conduct or is not otherwise
		entitled to receive indemnification under this Agreement. The written
		undertaking required from Indemnitee shall be an unlimited general obligation
		of Indemnitee but need not be secured. The Company shall pay to Indemnitee all
		Advanced Amounts within twenty (20) days after receipt by the Company of all
		information and documentation required to be provided by Indemnitee pursuant to
		this subsection.
	 

	 
		10. Indemnification for Expenses of a
		Witness. Notwithstanding any other
		provision of this Agreement, to the extent that Indemnitee is, by reason of any
		event or occurrence related to the fact that Indemnitee is or was an officer,
		director, employee or agent of the Company or any Subsidiary of the Company, or
		is or was serving at the request of the Company as an officer, director,
		employee or agent of another Person, a witness in any Proceeding, whether
		instituted by the Company or any other party, and to which Indemnitee is not a
		party, he shall be indemnified 
	 

	 
		 
	 

	 
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		against all Expenses actually and reasonably
		incurred by him or on his behalf in connection therewith.
	 

	 
		11. Enforcement.
	 

	 
		(a) If a claim for indemnification or
		advancement of Expenses made to the Company pursuant to Section 4 or 9 is not
		timely paid in full to Indemnitee by the Company as required by Section 4 or 9,
		respectively, Indemnitee shall be entitled to seek judicial enforcement of the
		Company’s obligations to make such payment in an appropriate court of the
		State of Maryland. In the event that a determination is made that Indemnitee is
		not entitled to indemnification or advancement of Expenses hereunder, (i)
		Indemnitee may seek a de novo adjudication of Indemnitee’s entitlement to
		such indemnification or advancement by an appropriate court of the State of
		Maryland; (ii) any such judicial proceeding shall not in any way be prejudiced
		by, and Indemnitee shall not be prejudiced in any way by, such adverse
		determination; and (iii) in any such judicial proceeding the Company shall
		have the burden of proving that Indemnitee is not entitled to indemnification
		or advancement of Expenses under this Agreement. Indemnitee shall commence a
		proceeding seeking an adjudication of Indemnitee’s right to
		indemnification or advancement of Expenses pursuant to the preceding sentence
		within six (6) months following the date on which Indemnitee first has the
		right to commence such proceeding pursuant to this Section 11(a).
	 

	 
		(b) The Company shall be precluded from
		asserting in any judicial proceeding commenced pursuant to the provisions of
		Section 11(a) that the procedures and presumptions of this Agreement are not
		valid, binding and enforceable and shall stipulate in any such court that the
		Company is bound by all the provisions of this Agreement.
	 

	 
		(c) In any action brought under this Section
		11, it shall be a defense to a claim for indemnification (other than an action
		brought to enforce a claim for advancement of expenses) that Indemnitee has not
		met the standards of conduct which make it permissible under the Charter, the
		MGCL and the Bylaws for the Company to indemnify Indemnitee for the amount
		claimed. The burden of proving such defense shall be on the Company.
	 

	 
		12. Liability Insurance and Funding. To the extent the Company maintains an insurance
		policy or policies providing directors’ and officers’ liability
		insurance, 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 director or officer of the Company. If, at the time of the
		receipt of a notice of a claim pursuant to Section 4 hereof, the Company has
		directors’ and officers’ liability insurance in effect, the Company
		shall give prompt notice of the commencement of any Proceeding to the insurers
		in accordance with the procedures set forth in the respective policies. The
		Company shall thereafter take all necessary or desirable action 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. The Company
		shall have no obligation to obtain or maintain such insurance.
	 

	 
		13. Merger or Consolidation. In the event that the Company shall be a constituent
		corporation in a merger, consolidation or other reorganization, the Company
		shall require as a 
	 

	 
		 
	 

	 
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		condition thereto, (a) if it shall not be
		the surviving, resulting or acquiring corporation therein, the surviving,
		resulting or acquiring corporation to agree to indemnify Indemnitee to the full
		extent provided herein, and (b) whether or not the Company is the surviving,
		resulting or acquiring corporation therein, Indemnitee shall also stand in the
		same position under this Agreement with respect to the surviving, resulting or
		acquiring corporation as Indemnitee would have with respect to the Company if
		the Company’s separate existence had continued.
	 

	 
		14. Nondisclosure of Payments. Except as expressly required by federal securities
		laws or other applicable laws or regulations or by judicial process, Indemnitee
		shall not disclose any payments made under this Agreement, whether
		indemnification or advancement of Expenses, unless prior written approval of
		the Company is obtained.
	 

	 
		15. Nonexclusivity and Severability;
		Subrogation.
	 

	 
		(a) The right to indemnification and
		advancement of Expenses provided by this Agreement shall not be exclusive of
		any other rights to which Indemnitee may be entitled under the Charter, the
		Bylaws, the MGCL, Maryland law or any other statute, insurance policy,
		agreement, vote of stockholders of the Company or of the Board (or otherwise),
		both as to actions in his official capacity and as to actions in another
		capacity while holding such office, and shall continue after Indemnitee has
		ceased to be a director or officer of the Company and shall inure to the
		benefit of his heirs, executors and administrators; provided,
		however, that to the extent Indemnitee otherwise would have any
		greater right to indemnification and/or advancement of Expenses under any
		provision of the Charter, the Bylaws or any provision of the MGCL or Maryland
		law, Indemnitee shall be deemed to have such greater right pursuant to this
		Agreement; and, provided, further, that to
		the extent that any change is made to the MGCL or Maryland law (whether by
		legislative action or judicial decision), the Charter and/or the Bylaws that
		permits any greater right to indemnification and/or advancement of Expenses
		than that provided under this Agreement as of the date hereof, Indemnitee shall
		be deemed to have such greater right pursuant to this Agreement. 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 prior to such amendment, alteration
		or repeal.
	 

	 
		(b) If any provision or provisions of this
		Agreement are held to be invalid, illegal or unenforceable for any reason
		whatsoever: (i) the validity, legality and enforceability of the remaining
		provisions of this Agreement (including, without limitation, all portions of
		any provisions 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 provisions 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.
	 

	 
		(c) In the event of any 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 
	 

	 
		 
	 

	 
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		execute all papers required and take all
		actions necessary to secure such rights, including execution of such documents
		as are necessary to enable the Company to bring suit to enforce such
		rights.
	 

	 
		16. Notices. All
		notices, requests, demands and other communications under this Agreement shall
		be in writing and shall be deemed duly given (i) if delivered by hand and
		receipted for by the party addressed, on the date of such receipt, of (ii) if
		mailed by domestic certified or registered mail with postage prepaid, on the
		third business day after the date postmarked. Addresses for notice to either
		party are as shown on the signature page of this Agreement or as subsequently
		modified by written notice.
	 

	 
		17. Mutual Acknowledgement. Both the Company and Indemnitee acknowledge that in
		certain instances federal law or public policy may override applicable state
		law and prohibit the Company from indemnifying Indemnitee under this Agreement
		or otherwise. For example, the Company and Indemnitee acknowledge that the
		Securities and Exchange Commission has taken the position that indemnification
		is not permissible for liabilities arising under certain federal securities
		laws and federal legislation prohibits indemnification for certain ERISA
		violations. Indemnitee understands and acknowledges that the Company shall not
		be required to provide indemnification or advance Expenses in violation of any
		law or public policy.
	 

	 
		18. Governing Law.
		This Agreement shall be governed by and construed in accordance with the laws
		of the State of Maryland, without giving effect to principles of conflict of
		laws.
	 

	 
		19. Consent to Jurisdiction. The Company and Indemnitee each hereby irrevocably
		consent to the jurisdiction of the courts of the State of Maryland for all
		purposes in connection with any action, suit or proceeding which arises out of
		or relates to this Agreement.
	 

	 
		20. 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 enforcement is sought needs
		to be produced to evidence the existence of this Agreement.
	 

	 
		21. Modification; Survival. This Agreement may be modified only by an instrument
		in writing signed by both parties hereto. The provisions of this Agreement
		shall survive the death, disability or incapacity of Indemnitee or the
		termination of Indemnitee’s service as a director or officer of the
		Company and shall inure to the benefit of Indemnitee’s heirs, executors
		and administrators.
	 

	 
		 
	 

	 
		 
	 

	 
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		IN WITNESS WHEREOF, the parties hereto have
		executed this Indemnification Agreement as of the date first above
		written.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  INDEMNITEE:
   
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Address: 
 

				  Care Investment Trust Inc.

				  c/o CIT Healthcare LLC

				  505 Fifth Avenue, 6th Floor

				  New York, NY 10017
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	 	 	 	 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  CARE INVESTMENT TRUST INC.
				

			 	
				
				   
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: F. Scott Kellman
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:   President
				  and Chief Executive Officer
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Address:
 

				  c/o CIT Healthcare LLC

				  505 Fifth Avenue, 6th Floor

				  New York, NY 10017
				

			 
									

 

	 
		 
	 

	 
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