0001554625-14-000049 Sample Contracts

FORM OF INDEMNIFICATION AGREEMENT
Form of Indemnification Agreement • October 27th, 2014 • Priority Income Fund, Inc. • New York

This Indemnification Agreement (this “Agreement”), dated October ___, 2014, is entered into by and among Priority Income Fund, Inc., a Maryland corporation (the “Company”), Priority Senior Secured Income Management, LLC, a Delaware limited liability company (the “Adviser”), Behringer Harvard Holdings, LLC (“Behringer”) and Prospect Capital Management LLC (“Prospect” and each of Prospect and Behringer a “Guarantor”).

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