Exhibit 10.10


 


EVOLV TECHNOLOGIES HOLDINGS, INC.


INDEMNIFICATION AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(the “Agreement”) is made and entered into as of ________ __, 2021 by and between Evolv Technologies Holdings, Inc.,
a Delaware corporation (the “Company”), and ___________ [a member of the Board of Directors] / [an officer] of the
Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements between the Company
and Indemnitee covering indemnification and advancement.


 


WITNESS THAT:


 


WHEREAS, highly competent
persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate
protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation;


 


WHEREAS, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Second Amended & Restated Certificate of Incorporation of the Company (the “Certificate of Incorporation”)
permits the Company, and the Amended & Restated Bylaws of the Company (the “Bylaws”) requires the Company, to provide
indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General
Corporation Law of the State of Delaware (“DGCL”). The Bylaws and the DGCL expressly provide that the indemnification
provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members
of the Board, officers and other persons with respect to indemnification;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that
they will not be so indemnified;


 






     


     


    

 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute
therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; [and]


 


WHEREAS, Indemnitee
does not regard the protection available under the Bylaws and insurance as adequate in the present circumstances, and may not be willing
to serve as [a director] / [an officer] without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee
is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he or she
be so indemnified[; and] [.]


 


[WHEREAS, Indemnitee
has certain rights to indemnification and/or insurance provided by [________] and/or certain of its affiliates (collectively, the “Fund
Indemnitors”), which Indemnitee and Fund Indemnitors intend to be secondary to the primary obligation of the Company to indemnify
Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s
willingness to serve on the Board.]1


 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve as [a director] [an officer] [a director and an officer] from and after the date
hereof, the parties hereto agree as follows:


 


1.
Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted
by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section l(a) if, by reason of such person’s Corporate Status (as hereinafter defined), the Indemnitee is,
or is threatened to be made, a party to or participant (as a witness, deponent or otherwise) in any Proceeding (as hereinafter defined)
other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified, held
harmless and exonerated against all Expenses (as hereinafter defined), judgments, liabilities, penalties, fines and amounts paid in settlement
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, liabilities,
penalties, fines and amounts paid in settlement) actually and reasonably incurred by such person, or on such person’s behalf, in
connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted 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 no
reasonable cause to believe the Indemnitee’s conduct was unlawful.





 













 






1
Note to Draft: Include for directors designated by a fund.


 






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(b)
Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in
this Section 1(b) if, by reason of such person’s Corporate Status, the Indemnitee is, or is threatened to be made, a party
to or participant (as a witness, deponent or otherwise) in any Proceeding brought by or in the right of the Company. Pursuant to this
Section 1(b), Indemnitee shall be indemnified, held harmless and exonerated against all Expenses actually and reasonably incurred
by the Indemnitee, or on the Indemnitee’s behalf, 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 best interests of the Company; 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 as to which Indemnitee shall have been adjudged to be liable to the Company unless and only to the extent that the Court of
Chancery of the State of Delaware shall determine upon application that, despite the adjudication of liability but in view of all of the
circumstances of the case, that such indemnification shall be made.


 


(c)
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee was or is, by reason of such person’s Corporate Status, a party to (or participant in)
and is successful, on the merits or otherwise, in any Proceeding, such person shall be indemnified to the maximum extent permitted by
law, as such may be amended from time to time, against all Expenses actually and reasonably incurred by such person or on such person’s
behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall, to the fullest extent permitted by
applicable law, indemnify, hold harmless and exonerate Indemnitee against all Expenses actually and reasonably incurred by such person
or on such person’s behalf in connection with each successfully resolved claim, issue or matter. 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.


 


2.
Additional Indemnity.


 


(a)
Indemnification of Indemnitee. In addition to, and without regard to any limitations on, the indemnification provided for
in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses,
judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person or on such person’s behalf
if, by reason of such person’s Corporate Status, such person is, or is threatened to be made, a party to or participant in any Proceeding
(including a Proceeding by or in the right of the Company to procure a judgment in its favor), including, without limitation, all liability
arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s
obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally
determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


 






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(b)
 [Indemnification of Appointing Stockholder.2
If (i) Indemnitee is or was a representative of or affiliated with one or more venture capital fund or similar institutional investor
that has invested in the Company (the “Appointing Stockholder”), (ii) the Appointing Stockholder is, or is threatened
to be made, a party to or a participant in any Fund Proceeding (as hereinafter defined), and (iii) the Appointing Stockholder’s
involvement in the Fund Proceeding relates to or arises out of facts or circumstances that are the same or substantially similar to the
facts and circumstances that form the basis of claims that have been or could be brought against the Indemnitee in a Proceeding, regardless
of whether the legal basis of the claims against the Indemnitee and the Appointing Stockholder are the same or similar, then the Appointing
Stockholder shall be entitled to all of the indemnification rights and remedies under this Agreement pursuant to this Agreement as if
the Appointing Stockholder were the Indemnitee. The Company and Indemnitee agree that the Appointing Stockholder is an express third party
beneficiary of the terms of this Section 2(b).]


 


3.
Contribution.


 


(a)
Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened,
pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right
of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides
for a full and final release of all claims asserted against Indemnitee.


 


(b)
Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit
or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company
shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid
or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on
the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee
who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and Indemnitee, on
the other hand, in connection with the transaction or events that resulted in such expenses, judgments, fines or settlement amounts, as
well as any other equitable considerations which applicable law may require to be considered. The relative fault of the Company and all
officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined
in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other
things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability
is primary or secondary and the degree to which their conduct is active or passive.


 





 






2
Note to Draft: Include for directors designated by a fund.


 






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(c)
The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought
by officers, directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)
To the fullest extent permissible under applicable law and without diminishing or impairing the obligations of the Company set
forth in the preceding subparagraphs of this Section 3, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all
of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result
of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors,
officers, employees and Agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4.
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of such person’s Corporate Status, a witness or deponent, or is made (or asked) to respond to discovery requests,
in any Proceeding to which Indemnitee is not a party, such person shall be indemnified against all Expenses actually and reasonably incurred
by such person or on such person’s behalf in connection therewith.


 


5.
Advancement of Expenses. Notwithstanding any other provision of this Agreement, the Company shall, to the extent not prohibited
by law, advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s
Corporate Status within thirty (30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall
reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or
on behalf of Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified
against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free and
not conditioned on Indemnitee’s ability to repay such advances. Indemnitee undertakes to repay the amounts advanced (without interest)
to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies
for advances upon the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the
execution of this Agreement. This Section 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant
to Section 9.


 


(a)
Notwithstanding any other provision of this Agreement, the Company shall, to the extent not prohibited by law, advance all Expenses
incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty
(30) days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time
to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to repay
any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such Expenses. Any
advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free and not conditioned on Indemnitee’s
ability to repay such advances. Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately
determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon the execution
of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this Agreement. The
Company will be entitled to participate in the Proceeding at its own expense.


 






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(b)
The Company shall not settle any action, claim or Proceeding (in whole or in part) which would impose any Expenses, judgment, fine,
penalty or limitation of Indemnitee without Indemnitee’s prior written consent.


 


6.
Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure
for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.
Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)
To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether
and to what extent Indemnitee is entitled to indemnification. 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. Notwithstanding the foregoing, any failure
of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company
of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests
of the Company. The Company will be entitled to participate in the Proceeding at its own Expense.


 


(b)
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which
shall be at the election of the Board: (1) by a majority vote of the Disinterested Directors (as hereinafter defined), even though less
than a quorum, (2) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though
less than a quorum, (3) if there are no Disinterested Directors or if the Disinterested Directors so direct, by Independent Counsel (as
hereinafter defined) in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by
the Board, by the stockholders of the Company.


 






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(c)
If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the Board.
Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a written objection
to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined in Section 13 of this Agreement,
and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person
so selected shall act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel selected may not
serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without merit.
If, within twenty (20) days after submission by Indemnitee of a written request for indemnification pursuant to Section 6(a) hereof,
no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition the Court of Chancery
of the State of Delaware or other court of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee
to the Company’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the
court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved or the
person so appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof,
and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner
in which such Independent Counsel was selected or appointed.


 


(d)
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including
by its directors or Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall
be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(e)
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of
the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given
or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. The provisions of this Section 6(e) shall not be deemed to be exclusive or limit in any way the other circumstances
in which the 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 failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for
purposes of determining the right to indemnification under this Agreement. Whether or not the foregoing provisions of this Section
6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have
the burden of proof and the burden of persuasion by clear and convincing evidence.


 






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(f)
If the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall, to the fullest extent permitted by applicable law, be deemed to have been made and Indemnitee
shall be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii)
a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for
a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect
to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating
thereto; and provided, further, that the foregoing provisions of this Section 6(f) shall not apply if the determination
of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A) within
fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors, if appropriate,
resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five
(75) days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen
(15) days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days
after having been so called and such determination is made thereat.


 


(g)
Indemnitee shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith
in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any costs or expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making
such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 






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(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 action, suit or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such
action, suit 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 action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof
and the burden of persuasion by clear and convincing evidence.


 


(i)  
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
such person reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that such person’s conduct was unlawful.


 


7.
Remedies of Indemnitee.


 


(a)
In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement,
(iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90)
days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section
1(c), 1(e), 4 or the last sentence of Section 6(g) of this Agreement within ten (10) days after receipt by the
Company of a written request therefor, (v) payment of indemnification is not made pursuant to Sections 1(a), 1(b) and 2
of this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification or such determination
is deemed to have been made pursuant to Section 6 of this Agreement, or (vi) the Company or any other person takes any action
to declare this Agreement void or unenforceable, or institutes any litigation or other action or Proceeding designed to deny, or to recover
from, Indemnitee the benefits provided or intended to be provided hereunder, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification.
Indemnitee shall commence such proceeding seeking an adjudication within 180 days following the date on which Indemnitee first has the
right to commence such proceeding pursuant to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek
any such adjudication.


 


(b)
In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as
a de novo trial or arbitration on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section
6(b).


 






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(c)
If a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not
materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of Indemnitee’s rights under,
or to recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on Indemnitee’s behalf, in advance, any and all expenses (of the types
described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by such person in such
judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of
expenses or insurance recovery.


 


(e)
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 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. It is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee
not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially detract from the benefits
intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefore) advance, to the extent not
prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for
indemnification or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability
insurance policies maintained by the Company, if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims;
if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful
on such underlying claims or otherwise as permitted by law, whichever is greater.


 


(f)
Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement
shall be required to be made prior to the final disposition of the Proceeding.


 


8.
Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)
The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, Bylaws, any agreement, a vote of stockholders, a resolution
of directors of the Company, or otherwise. 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 in such person’s
Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial
decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement,
it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change.
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 or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other right or remedy.


 






    10


     


    

 


(b)
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or Agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise that such person serves at the request of the Company, 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, officer, employee, Agent or fiduciary under
such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director
and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such 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 the Indemnitee, all amounts payable as a result of such proceeding in accordance with the
terms of such policies.


 


(c)
 [The Company hereby acknowledges that Indemnitee has or may have certain rights to indemnification, advancement of expenses and/or
insurance provided by one or more Fund Indemnitors. The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its
obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for
the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall be required to advance the full amount of expenses
incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement
to the extent legally permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws (or any
other agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and
(iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors
for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or
payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from
the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that
the Fund Indemnitors are express third party beneficiaries of the terms of this Section 8(c).]3


 


(d)
 [Except as provided in paragraph (c) above,] 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 (other than against the Fund Indemnitors), who shall execute
all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable
the Company to bring suit to enforce such rights.


 





 






3
Note to Draft: Include for directors designated by a fund (same applies to all bracketed language in Section 8).


 






    11


     


    

 


(e)
[Except as provided in paragraph (c) above,] the Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 


(f)
[Except as provided in paragraph (c) above,] the Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director, officer, employee or Agent of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification
or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.
Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated
under this Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a) for which payment has actually
been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond
the amount paid under any insurance policy or other indemnity provision[, provided, that the foregoing shall not affect the rights
of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above]; or1







 


(b)
for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory
law or common 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 (iii) any reimbursement of the Company by Indemnitee
of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the
Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D
of the Exchange Act; or


 


(c)
except as provided in Section 8(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding)
initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to its
initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by Indemnitee in any
Proceeding (or any part of any Proceeding), or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the
powers vested in the Company under applicable law. Indemnitee shall seek payments or advances from the Company only to the extent that
such payments are unavailable from any insurance policy of the Company covering the Indemnitee.


 





 






4
Note to Draft: Include for directors designated by a fund.


 






    12


     


    

 


10.
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period ending
no less than six (6) years after the Indemnitee ceases to have a Corporate Status and shall continue thereafter so long as Indemnitee
shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of Indemnitee’s Corporate
Status, whether or not such person is acting or serving in any such capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or
otherwise to all or substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal
representatives.


 


11.
Security. Notwithstanding anything herein to the contrary, to the extent requested by Indemnitee and approved by the Board,
the Company may at any time and from time to time provide security to Indemnitee for the Company’s obligations hereunder through
an irrevocable bank line of credit, funded trust or other collateral. Any such security, once provided to Indemnitee, may not be revoked
or released without the prior written consent of the Indemnitee.


 


12.
Enforcement.


 


(a)
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as an officer or director of the Company.


 


(b)
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;
provided, however, that nothing in this Agreement shall affect any rights Indemnitee may have under the Certificate of Incorporation
or Bylaws or under applicable laws.


 


(c)
The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13.
Definitions. For purposes of this Agreement:


 


(a)
“Agent” means any person who is authorized by the Company or an Enterprise to act for or represent the interests of
the Company or an Enterprise, respectively.


 






    13


     


    

 


(b)
 “Corporate Status” describes the status of a person who is or was a director, officer, employee, Agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person
is or was serving at the express written request of the Company.


 


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


 


(d)
“Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer, employee,
Agent or fiduciary.


 


(e) “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, ERISA excise taxes and penalties and
all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting to, a
request to provide discovery in any Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting
from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt
of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond,
supersedeas bond, or other appeal bond or its equivalent, (ii) Expenses incurred in connection with recovery under any directors’
and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined
to be entitled to such indemnification, advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of
Section 7(e) only, Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s
rights under this Agreement, the Certificate of Incorporation, the Bylaws or under any directors’ and officers’ liability
insurance policies maintained by the Company, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement
by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(f)
[“Fund Proceeding” means any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought by
or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which an Appointing Stockholder
was, is or will be involved as a party or otherwise.]5


 


(g)
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim 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 Indemnitee in an action
to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees of the Independent Counsel
referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or
relating to this Agreement or its engagement pursuant hereto.


 





 






5
Note to Draft: Include for directors designated by a fund.


 






    14


     


    

 


(h)
“Proceeding” includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration,
mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed
proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative,
including any appeal therefrom, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of such person’s
Corporate Status, by reason of any action taken by such person or of any inaction on such person’s part while acting in such Corporate
Status; in each case whether or not such person is acting or serving in any such capacity at the time any liability or expense is incurred
for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; including one pending on or
before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 8 of this Agreement to enforce
such person’s rights under this Agreement.


 


14.
Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability
of any other provision. [Further, the invalidity or unenforceability of any provision hereof as to either Indemnitee or Appointing Stockholder
shall in no way affect the validity or enforceability of any provision hereof as to the other.]6
Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee [and Appointing Stockholder] indemnification
rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such provision
shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.
Modification and Waiver. No supplement, modification, termination 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 provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.
Notice By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving
any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be
subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation which
it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices
the Company.


 





 






6
Note to Draft: Include for directors designated by a fund (applies to both bracketed provisions in this Section 14).


 






    15


     


    

 


17.
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


(a)
To Indemnitee at the address set forth below Indemnitee’s signature hereto.


 


(b)
To the Company at:


 


Evolv Technologies, Inc.

500 Totten Pond Road, 4th Floor


Waltham, MA 02451


Attn.: General Counsel


 


or to such other address as may have been furnished
to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18.
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same Agreement. Counterparts may be delivered via electronic mail (including pdf
or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and
any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


19.
Headings. The headings of the 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 thereof.


 


20.
Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company
and Indemnitee 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)
waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) 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.


 


(Signature Page Follows)


 




    16


     


    

 


IN WITNESS WHEREOF, the parties
hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


 



	 	COMPANY
	 	 
	 	EVOLV TECHNOLOGIES HOLDINGS, INC. 
	 	 	 	 
	 	By:	 
	 	 	Name: 	Peter George
	 	 	Title:	 Chief Executive Officer







 


	 	INDEMNITEE
	 	 
	 	
	 	Name:	               
	 	 
	 	Address:	        
	 	 
	 	 
	 	 
	 	Email:	 



 


Signature
Page to Indemnification Agreement