Exhibit 10.10


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (this “Agreement”)
is entered into as of November ___, 2021 (the “Effective Date”) by and between DocGo Inc., a Delaware corporation (the
“Company”), and the undersigned (the “Indemnitee”).


 


RECITALS


 


WHEREAS, the Board of Directors has determined
that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance
and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company;


 


WHEREAS, the Company has adopted provisions in
its Amended and Restated Bylaws (the “Bylaws”) providing for indemnification and advancement of expenses of its directors
and officers to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “DGCL”),
and the Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification
and advancement of expenses;


 


WHEREAS, in order to induce and encourage highly
experienced and capable persons such as the Indemnitee to serve and continue to serve as directors and officers of the Company and in
any other capacity with respect to the Company as the Company may request, and to otherwise promote the desirable end that such persons
shall resist what they consider unjustified lawsuits and claims made against them in connection with the good faith performance of their
duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities, and expenses incurred by them
in their defense of such litigation are to be borne by the Company and they shall receive appropriate protection against such risks and
liabilities, the Board of Directors of the Company has determined that the following Agreement is reasonable and prudent to promote and
ensure the best interests of the Company and its stockholders; and


 


WHEREAS, the Company desires to have the Indemnitee
continue to serve as a director or officer of the Company and in any other capacity with respect to the Company as the Company may request,
as the case may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal risks and personal liabilities by
reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s duty to the Company; and the Indemnitee desires
to continue so to serve the Company, provided, and on the express condition, that he or she is furnished with the protections set
forth hereinafter.


 






     


    


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration of the Indemnitee’s
continued service as a director or officer of the Company, the parties hereto agree as follows:


 


1. Definitions.
For purposes of this Agreement:


 


(a) A
“Change in Control” will be deemed to have occurred if, with respect to any particular 24-month period, the individuals
who, at the beginning of such 24-month period, constituted the Board of Directors of the Company (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board of Directors; provided, however, that any individual
becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election by the stockholders
of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors.


 


(b) “Disinterested
Director” means a director of the Company who is not or was not a party to the Proceeding in respect of which indemnification
is being sought by the Indemnitee.


 


(c) “Expenses”
includes, without limitation, expenses incurred in connection with the defense or settlement of any action, suit, arbitration, alternative
dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing, or any other threatened, pending,
or completed proceeding, whether brought by or in the right of the Company or otherwise, including any and all appeals, whether of a civil,
criminal, administrative, legislative, investigative, or other nature, attorneys’ fees, witness fees and expenses, fees and expenses
of accountants and other advisors, retainers and disbursements and advances thereon, the premium, security for, and other costs relating
to any bond (including cost bonds, appraisal bonds, or their equivalents), and any expenses of establishing a right to indemnification
or advancement under Sections 9, 11, 13, and 16 hereof, but shall not include the amount of judgments, fines, ERISA excise taxes,
or penalties actually levied against the Indemnitee, or any amounts paid in settlement by or on behalf of the Indemnitee.


 


(d) “Independent
Counsel” means a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to
represent (i) the Company or the Indemnitee in any matter material to either such party or (ii) any other party to the Proceeding
giving rise to a request 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 the Indemnitee in an action to determine the Indemnitee’s right to indemnification under this
Agreement.


 


(e) “Proceeding”
means any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative
hearing, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company or otherwise, including
any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee
was or is a party or is threatened to be made a party or is otherwise involved in by reason of the fact that the Indemnitee is or was
a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee of the Company
is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership,
joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, or by reason of anything done or
not done by the Indemnitee in any such capacity, whether or not the Indemnitee is serving in such capacity at the time any expense, liability,
or loss is incurred for which indemnification or advancement can be provided under this Agreement.


 






    2


    


    

 


2. Service
by the Indemnitee. The Indemnitee shall serve and/or continue to serve as a director or officer of the Company faithfully and to the
best of the Indemnitee’s ability so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s
successor is elected and qualified or the Indemnitee is removed as permitted by applicable law or tenders a resignation in writing.


 


3. Indemnification
and Advancement of Expenses. The Company shall indemnify and hold harmless the Indemnitee, and shall pay to the Indemnitee in advance
of the final disposition of any Proceeding all Expenses incurred by the Indemnitee in defending any such Proceeding, to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended, all on the terms and conditions set forth in this Agreement. Without
diminishing the scope of the rights provided by this Section, the rights of the Indemnitee to indemnification and advancement of Expenses
provided hereunder shall include but shall not be limited to those rights hereinafter set forth, except that no indemnification or advancement
of Expenses shall be paid to the Indemnitee:


 


(a) to
the extent expressly prohibited by applicable law;


 


(b) for
and to the extent that payment is actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and
enforceable indemnity clause, provision of the amended and restated certificate of incorporation (the “Certificate of Incorporation”)
or Bylaws, or agreement of the Company or any other company or other enterprise (and the Indemnitee shall reimburse the Company for any
amounts paid by the Company and subsequently so recovered by the Indemnitee); or


 


(c) in
connection with an action, suit, or proceeding, or part thereof voluntarily initiated by the Indemnitee (including claims and counterclaims,
whether such counterclaims are asserted by (i) the Indemnitee, or (ii) the Company in an action, suit, or proceeding initiated by the
Indemnitee), except a judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, unless the
action, suit, or proceeding, or part thereof, was authorized or ratified by the Board of Directors of the Company or the Board of Directors
otherwise determines that indemnification or advancement of Expenses is appropriate.


 


4. Action
or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall
be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party
to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company) by reason of the fact
that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee,
agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of
another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit
plan, including as a deemed fiduciary thereto, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant
to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA excise
taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred by the
Indemnitee in connection with such Proceeding, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe
his or her conduct was unlawful.


 






    3


    


    

 


5. Indemnity
in Proceedings by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled to the
indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party to, or was or
is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its favor by reason of the
fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee,
agent, or trustee of the Company is or was serving at the request of the Company as a director, officer, employee, agent, or trustee of
another corporation or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit
plan, including as a deemed fiduciary thereto, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant
to this Section, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection
with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed
to the interests of the Company; provided, however, that no such indemnification shall be made in respect of any claim,
issue, or matter as to which the DGCL expressly prohibits such indemnification by reason of any adjudication of liability of the Indemnitee
to the Company, 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 of liability but in view of all the circumstances of the case,
the Indemnitee is entitled to indemnification for such expense, liability, and loss as such court shall deem proper.


 


6. Indemnification
for Costs, Charges, and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 and 5 above, to the
extent that the Indemnitee has been successful, on the merits or otherwise, in whole or in part, in defense of any Proceeding, or in defense
of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it is ultimately
determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that the Indemnitee
is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee in connection therewith.


 


7. Partial
Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or
a portion of the expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid in settlement by
or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding, or in connection with
any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement, but not, however, for all of
the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expense, liability, and loss
actually and reasonably incurred to which the Indemnitee is entitled.


 






    4


    


    

 


8. Indemnification
for Expenses as a Witness. Notwithstanding any other provision of this Agreement, to the maximum extent permitted by the DGCL, the
Indemnitee shall be entitled to indemnification against all Expenses actually and reasonably incurred by the Indemnitee or on the Indemnitee’s
behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as a result of or related to the Indemnitee’s service
as a director or officer of the Company, in any threatened, pending, or completed action, suit, arbitration, alternative dispute resolution
mechanism, investigation, inquiry, judicial, administrative, or legislative hearing, or any other threatened, pending, or completed proceeding,
whether of a civil, criminal, administrative, legislative, investigative, or other nature, to which the Indemnitee neither is, nor is
threatened to be made, a party.


 


9. Determination
of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written request
to the Secretary of the Company. Such request shall include documentation or information that is reasonably necessary for such determination
and is reasonably available to the Indemnitee, but in no case shall Indemnitee be required to convey any information that would cause
Indemnitee to waive any privilege accorded by applicable law. Upon receipt by the Secretary of the Company of a written request by the
Indemnitee for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms
of Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered to
make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the Board of
Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum; (b) a
committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum;
(c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent Counsel in a written opinion
to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders of the Company; or (e) in
the event that a Change in Control has occurred, by Independent Counsel in a written opinion to the Board of Directors, a copy of which
shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the Board of Directors and approved by the Indemnitee,
except that in the event that a Change in Control has occurred, Independent Counsel shall be selected by the Indemnitee. Upon failure
of the Board of Directors so to select such Independent Counsel or upon failure of the Indemnitee so to approve (or so to select, in the
event a Change in Control has occurred), such Independent Counsel shall be selected upon application to a court of competent jurisdiction.
The determination of entitlement to indemnification shall be made and, unless a contrary determination is made, such indemnification shall
be paid in full by the Company not later than 60 calendar days after receipt by the Secretary of the Company of a written request for
indemnification. If the person making such determination shall determine that the Indemnitee is entitled to indemnification as to part
(but not all) of the application for indemnification, such person shall reasonably prorate such partial indemnification among the claims,
issues, or matters at issue at the time of the determination.


 


10. Presumptions
and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written request
for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination as provided
in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification, the Indemnitee
shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in making any determination
contrary to such presumption by clear and convincing evidence. If the person or persons so empowered to make such determination shall
have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary
of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made and the
Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification. The termination
of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act in good faith and in a manner the
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding,
had reasonable cause to believe his or her conduct was unlawful or (b) otherwise adversely affect the rights of the Indemnitee to
indemnification except as may be provided herein.


 






    5


    


    

 


11. Remedies
of the Indemnitee in Cases of Determination Not to Indemnify or to Advance Expenses; Right to Bring Suit. In the event that a determination
is made that the Indemnitee is not entitled to indemnification or advancement of Expenses hereunder or if payment is not timely made following
a determination of entitlement to indemnification pursuant to Sections 9 and 10, or if an advancement of Expenses is not timely made
pursuant to Section 16, the Indemnitee may at any time thereafter bring suit against the Company seeking an adjudication of entitlement
to such indemnification or advancement of Expenses, and any such suit shall be brought in the Court of Chancery of the State of Delaware
unless otherwise required by the law of the state in which the Indemnitee primarily resides and works. Alternatively, the Indemnitee at
the Indemnitee’s option may seek an award in an arbitration to be conducted by a single arbitrator in the State of Delaware pursuant
to the rules of the American Arbitration Association, such award to be made within 60 calendar days following the filing of the demand
for arbitration. The Company shall not oppose the Indemnitee’s right to seek any such adjudication or award in arbitration. In any
suit or arbitration brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit or arbitration brought
by the Indemnitee to enforce a right to an advancement of Expenses), it shall be a defense that the Indemnitee has not met any applicable
standard of conduct for indemnification set forth in the DGCL, including the standard described in Section 4 or 5, as applicable
(the “Standard of Conduct”).  In any suit or arbitration brought by the Indemnitee to enforce a right to an advancement
of Expenses, it shall be a defense that the advancement of Expenses was properly denied pursuant to the terms of Section 16. Further,
in any suit brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be
entitled to recover such Expenses upon a final judicial decision of a court of competent jurisdiction from which there is no further right
to appeal that the Indemnitee has not met the Standard of Conduct . Neither the failure of the Company (including the Disinterested Directors,
a committee of Disinterested Directors, Independent Counsel, or its stockholders) to have made a determination prior to the commencement
of such suit or arbitration that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the Standard
of Conduct, nor an actual determination by the Company (including the Disinterested Directors, a committee of Disinterested Directors,
Independent Counsel, or its stockholders) that the Indemnitee has not met the standard of conduct described above shall create a presumption
that the Indemnitee has not met the standard of conduct described above, or, in the case of such a suit brought by the Indemnitee, be
a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder,
or brought by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the
Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Section 11 or otherwise shall be on
the Company by clear and convincing evidence. If a determination is made or deemed to have been made pursuant to the terms of Section 9
or 10 that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination and is precluded from
asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding,
and enforceable. The Company further agrees to stipulate in any court or before any arbitrator pursuant to this Section 11 that the
Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or
arbitrator shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall
pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication or award in arbitration (including,
but not limited to, any appellate proceedings) to the fullest extent permitted by law, and in any suit brought by the Company to recover
an advancement of Expenses pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and reasonably incurred
by the Indemnitee in connection with such suit to the extent the Indemnitee has been successful, on the merits or otherwise, in whole
or in part, in defense of such suit, to the fullest extent permitted by law. Indemnitee shall be entitled to the advancement of legal
fees to enforce Indemnitee’s rights pursuant to this Section 11. To the extent required by Delaware law, Indemnitee hereby undertakes
to repay any and all of the amount of legal fees advanced to Indemnitee pursuant to this Section 11 if it is finally determined by a court
of competent jurisdiction that Indemnitee is not entitled under this Agreement to indemnification with respect to such Expenses. No other
form of undertaking shall be required other than the execution of this Agreement.


 


12. Non-Exclusivity
of Rights. The rights to indemnification and to the advancement of Expenses provided by this Agreement shall not be deemed exclusive
of any other right that the Indemnitee may now or hereafter acquire under any applicable law, agreement, vote of stockholders or Disinterested
Directors, provisions of a charter or bylaws (including the Certificate of Incorporation or Bylaws of the Company), or otherwise.


 


13. Expenses
to Enforce Agreement. In the event that the Indemnitee is subject to or intervenes in any action, suit, or proceeding in which the
validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, the Indemnitee, if the Indemnitee prevails in whole or in part in such
action, suit, or proceeding, shall be entitled to recover from the Company and shall be indemnified by the Company against any Expenses
actually and reasonably incurred by the Indemnitee in connection therewith.


 


14. Continuation
of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is a
director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee is serving at
the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to an employee benefit plan, and shall continue thereafter with respect to
any possible claims based on the fact that the Indemnitee was a director, officer, employee, agent, or trustee of the Company or was serving
at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership, joint venture,
trust, or other enterprise, including service with respect to an employee benefit plan. This Agreement shall be binding upon all successors
and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation
of law) and shall inure to the benefit of the Indemnitee’s heirs, executors, and administrators. 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.


 






    6


    


    

 


15. Notification
and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if a request
for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the
Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from any liability that
it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such Proceeding of which the
Indemnitee notifies the Company:


 


(a) The
Company shall be entitled to participate therein at its own expense;


 


(b) Except
as otherwise provided in this Section 15(b), to the extent that it may wish, the Company, jointly with any other indemnifying party
similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the
Company to the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable to the Indemnitee under this
Agreement for any expenses of counsel subsequently incurred by the Indemnitee in connection with the defense thereof except as otherwise
provided below. The Indemnitee shall have the right to employ the Indemnitee’s own counsel in such Proceeding, but the fees and
expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the
Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall
have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense
of such Proceeding, or (iii) the Company shall not within 60 calendar days of receipt of notice from the Indemnitee in fact have
employed counsel to assume the defense of the Proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel
shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf
of the Company or as to which the Indemnitee shall have made the conclusion provided for in (ii) above; and


 


(c) Notwithstanding
any other provision of this Agreement, the Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts
paid in settlement of any Proceeding effected without the Company’s written consent, or for any judicial or other award, if the
Company was not given an opportunity, in accordance with this Section 15, to participate in the defense of such Proceeding. The Company
shall not settle any Proceeding in any manner that would impose any penalty or limitation on or disclosure obligation with respect to
the Indemnitee, or that would directly or indirectly constitute or impose any admission or acknowledgment of fault or culpability with
respect to the Indemnitee, without the Indemnitee’s written consent. Neither the Company nor the Indemnitee shall unreasonably withhold
its consent to any proposed settlement.


 






    7


    


    

 


16. Advancement
of Expenses. All Expenses incurred by the Indemnitee in defending any Proceeding described in Section 4 or 5 shall be paid by
the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. Notwithstanding the foregoing, the
Company shall not advance or continue to advance Expenses to the Indemnitee if a determination is reasonably made that the facts known
at the time such determination is made demonstrate clearly and convincingly that the Indemnitee acted in bad faith or in a manner that
the Indemnitee did not reasonably believe to be in or not opposed to the best interests of the Company, or, with respect to any criminal
Proceeding, that the Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such determination shall be made: (i)
by the Board by a majority vote of directors who are not parties to such proceeding, whether or not such majority constitutes a quorum;
(ii) by a committee of such directors designated by a majority vote of such directors, whether or not such majority constitutes a quorum;
or (iii) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion to the Board
, a copy of which shall be delivered to the Indemnitee. To receive an advancement of Expenses under this Agreement, the Indemnitee shall
submit a written request to the Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee
and shall include or be accompanied by an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall
ultimately be determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal,
that the Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise. The
Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses shall be made
within 20 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s entitlement
to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by the Indemnitee seeking
an adjudication or award in arbitration pursuant to Section 11 of this Agreement (including the enforcement of this provision) to
the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of Expenses hereunder...


 


17. D&O
Insurance. In the event of a Change of Control or the Company’s becoming insolvent, the Company shall maintain in force any
and all insurance policies then maintained by the Company in providing insurance--directors’ and officers’ liability, fiduciary,
employment practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of six years
thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced for the duration of
its term by the Company’s incumbent insurance broker. Such broker shall place the Tail policy with the incumbent insurance carriers
using the policies that were in place at the time of the change of control event (unless the incumbent carriers will not offer such policies,
in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable in scope and amount as
the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the same or better than the
AM Best ratings of the expiring policies).


 






    8


    


    

 


18. Monetary
Damages Insufficient/Specific Performance. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement 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 enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without
any necessity of showing actual damage or irreparable harm (having agreed that actual and irreparable harm will result in not forcing
the Company to specifically perform its obligations pursuant to this Agreement) 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 may be entitled. The Company and
Indemnitee further agree that Indemnitee shall 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 the Court, and the Company
hereby waives any such requirement of a bond or undertaking. If Indemnitee seeks mandatory injunctive relief, it shall not be a defense
to enforcement of the Company’s obligations set forth in this Agreement that Indemnitee has an adequate remedy at law for damages.


 


19. Notice
by Company. If the Indemnitee is the subject of, or is, to the knowledge of the Company, implicated in any way during an investigation,
whether formal or informal, that is related to Indemnitee’s Corporate Status and that reasonably could lead to a Proceeding for
which indemnification can be provided under this Agreement, the Company shall notify the Indemnitee of such investigation and shall share
with Indemnitee any information it has provided to any third parties concerning the investigation (“Shared Information”).
By executing this Agreement, Indemnitee agrees that such Shared Information is material non-public information that Indemnitee is obligated
to hold in confidence and may not disclose publicly; provided, however, that Indemnitee may use the Shared Information and disclose such
Shared Information to Indemnitee’s legal counsel and third parties, in each case solely in connection with defending Indemnitee
from legal liability.


 


20. Severability;
Prior Indemnification Agreements. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or unenforceable
as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law (a) the
validity, legality, and enforceability of such provision in any other circumstance and of the remaining 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 by themselves invalid, illegal, or unenforceable) and the application of such provision to other persons or entities or circumstances
shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraph 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 of the parties that
the Company provide protection to the Indemnitee to the fullest extent set forth in this Agreement. This Agreement shall supersede and
replace any prior indemnification agreements entered into by and between the Company and the Indemnitee and any such prior agreements
shall be terminated upon execution of this Agreement.


 






    9


    


    

 


21. Headings;
References; Pronouns. The headings of the sections 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. References herein to section numbers are to sections of this
Agreement. All pronouns and any variations thereof shall be deemed to refer to the singular or plural as appropriate.


 


22. Other
Provisions.


 


(a) This
Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed in accordance
with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of
conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state in which the Indemnitee primarily
resides and works.


 


(b) This
Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective
when one or more counterparts have been signed by each of the parties and delivered to the other party.


 


(c) This
Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the Company, and, if
the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may be discharged at any time
for any reason, with or without cause, and with or without severance compensation, except as may be otherwise provided in a separate written
contract between the Indemnitee and the Company.


 


(d) 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 the Indemnitee (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee shall execute all papers required
and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.


 


(e) This
Agreement may not be amended, modified, or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument
in writing specifically designated as an amendment hereto, signed on behalf of each party. No failure or delay of either party in exercising
any right or remedy hereunder shall operate as a waiver thereof, and no single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, shall preclude any other or further exercise
thereof or the exercise of any other right or power.


 


[The remainder of this page is intentionally left
blank.]


 




    10


    


    


 


IN WITNESS WHEREOF, the Company and the Indemnitee
have caused this Agreement to be executed as of the date first written above.


 








	 	DocGo Inc.
	 	 
	 	By:	          
	 		Name:	 
	 		Title:	 
	 	 	 	 
	 	 
	 	Indemnitee



 


Signature Page to Indemnification
Agreement