Exhibit 10.1


 


DROPCAR, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”) is effective as of January 30, 2018 by and between DropCar, Inc., a Delaware corporation
(the “Company”), and (“Indemnitee”).


 


A.          The
Company recognizes the difficulty in obtaining liability insurance for its directors, officers, employees, controlling persons,
fiduciaries and other agents and affiliates, the significant cost of such insurance and the general limitations in the coverage
of such insurance.


 


B.          The
Company further recognizes the substantial increase in corporate litigation in general, subjecting directors, officers, employees,
controlling persons, fiduciaries and other agents and affiliates to expensive litigation risks at the same time as the availability
and coverage of liability insurance has been severely limited.


 


C.          The
current protection available to directors, officers, employees, controlling persons, fiduciaries and other agents and affiliates
of the Company may not be adequate under the present circumstances, and directors, officers, employees, controlling persons, fiduciaries
and other agents and affiliates of the Company (or persons who may be alleged or deemed to be the same), including the Indemnitee,
may not be willing to serve or continue to serve or be associated with the Company in such capacities without additional protection.


 


D.          The
Company (a) desires to attract and retain the involvement of highly qualified persons, such as Indemnitee, to serve and be associated
with the Company, and (b) accordingly, wishes to provide for the indemnification and advancement of expenses to the Indemnitee
to the maximum extent permitted by law.


 


E.          In
view of the considerations set forth above, the Company desires that Indemnitee shall be indemnified and advanced expenses by the
Company as set forth herein.


 


AGREEMENT:


 


In consideration of
the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:


 


1.          Certain
Definitions.


 


(a)          “Change
in Control” shall be deemed to have occurred if, on or after the date of this Agreement, (i) any “person”
(as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or
other fiduciary holding securities under an employee benefit plan of the Company acting in such capacity or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of
the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities
of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then outstanding
Voting Securities, (ii) during any period of two (2) consecutive years, individuals who at the beginning of such period constitute
the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election
by the Company’s stockholders was approved by a vote of at least two- thirds (2/3) of the directors then still in office
who either were directors at the beginning of the period or whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or consolidation
of the Company with any other corporation other than a merger or consolidation which would result in the Voting Securities of the
Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into
Voting Securities of the surviving entity) at least eighty percent (80%) of the total voting power represented by the Voting Securities
of the Company or such surviving entity outstanding immediately after such merger or consolidation or (iv) the stockholders of
the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of
(in one transaction or a series of related transactions) all or substantially all of the Company’s assets.


 




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(b)          “Claim”
shall mean with respect to a Covered Event: any threatened, asserted, pending or completed action, suit, proceeding or alternative
dispute resolution mechanism, or any hearing, inquiry or investigation (formal or informal) that Indemnitee (or in the case of
a Fund Indemnitor (as defined in Section 18 below) seeking to be indemnified, a Fund Indemnitor) in good faith believes might lead
to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative,
investigative or other, including any appeal therefrom.


 


(c)          References
to the “Company” shall include, in addition to DropCar, Inc., any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger to which DropCar, Inc. (or any of its wholly owned subsidiaries) is a party,
which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees,
agents or fiduciaries, so that if Indemnitee is or was a director, officer, employee, agent or fiduciary of such constituent corporation,
or is or was serving at the request of such constituent corporation as a director, officer, employee, agent or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, Indemnitee shall stand in the same position
under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect
to such constituent corporation if its separate existence had continued.


 


(d)          “Covered
Event” shall mean any event or occurrence by reason of the fact that Indemnitee is or was a director, officer, employee,
agent or fiduciary of the Company, or any subsidiary of the Company, direct or indirect, or is or was serving at the request of
the Company as a director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action or inaction on the part of Indemnitee while serving in such capacity.


 


(e)          “Expense
Advance” shall mean a payment to Indemnitee for Expenses pursuant to Section 3 hereof, in advance of the settlement of
or final judgment in any action, suit, proceeding or alternative dispute resolution mechanism, hearing, inquiry or investigation,
which constitutes a Claim.


 


(f)          “Expenses”
shall mean any and all direct and indirect costs, losses, claims, damages, fees, expenses and liabilities, joint or several (including
reasonable attorneys’ fees and all other costs, expenses and obligations reasonably incurred in connection with investigating,
defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or to participate
in, any action, suit, proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation), judgments, fines,
penalties and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be
unreasonably withheld) actually and reasonably incurred, of any Claim 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.


 




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(g)          “Independent
Legal Counsel” shall mean an attorney or firm of attorneys, selected in accordance with the provisions of Section 2(d)
hereof, who shall not have otherwise performed services for (i) the Company or Indemnitee in any matter material to either such
party (other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under
similar indemnity agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder, within
the last three (3) years. Notwithstanding the foregoing, the term “Independent Legal 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.


 


(h)          References
to “other enterprises” shall include employee benefit plans; references to “fines” shall
include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at
the request of the Company” shall include any service as a director, officer, employee, agent or fiduciary of the Company
which imposes duties on, or involves services by, such director, officer, employee, agent or fiduciary with respect to an employee
benefit plan, its participants or its beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to
have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


(i)          “Reviewing
Party” shall mean, subject to the provisions of Section 2(d), any person or body appointed by the Board of Directors
in accordance with applicable law to review the Company’s obligations hereunder and under applicable law, which may include
a member or members of the Company’s Board of Directors, Independent Legal Counsel or any other person or body not a party
to the particular Claim for which Indemnitee is seeking indemnification, exoneration or hold harmless rights.


 


(j)          “Section”
refers to a section of this Agreement unless otherwise indicated.


 


(k)          “Voting
Securities” shall mean any securities of the Company that vote generally in the election of directors.


 


2.          Indemnification.


 


(a)          Indemnification
of Expenses. Subject to the provisions of Section 2(b) below, the Company shall indemnify, exonerate or hold harmless Indemnitee
for Expenses to the fullest extent permitted by law if Indemnitee was, is or becomes a party to or witness or other participant
in, or is threatened to be made a party to or witness or other participant in, any Claim (whether by reason of or arising in part
out of a Covered Event), including all interest, assessments and other charges incurred in connection with or in respect of such
Expenses.


 


(b)          Review
of Indemnification Obligations.


 


(i)          Notwithstanding
the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal
Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under
applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made
prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby
agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee
(within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter
commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified,
exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not
entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse
the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial
determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s
obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon.


 




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(ii)          Subject
to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt
by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent
not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) 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 (B) a prohibition of such indemnification under applicable law;
provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith
requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto.


 


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


 


(c)           Indemnitee
Rights on Unfavorable Determination; Binding Effect. If any Reviewing Party determines that Indemnitee substantively is not
entitled to be indemnified, exonerated or held harmless hereunder in whole or in part under applicable law, Indemnitee shall have
the right to commence litigation seeking an initial determination by the court or challenging any such determination by such Reviewing
Party or any aspect thereof, including the legal or factual bases therefor, and, subject to the provisions of Section 15 hereof,
the Company hereby consents to service of process and to appear in any such proceeding. Absent such litigation, any determination
by any Reviewing Party shall be conclusive and binding on the Company and Indemnitee.


 


(d)          Selection
of Reviewing Party; Change in Control. If there has not been a Change in Control, any Reviewing Party shall be selected by
the Board of Directors, and if there has been such a Change in Control (other than a Change in Control which has been approved
by a majority of the Company’s Board of Directors who were directors immediately prior to such Change in Control), any Reviewing
Party with respect to all matters thereafter arising concerning Indemnitee’s indemnification, exoneration or hold harmless
rights for Expenses under this Agreement or any other agreement or under the Company’s Certificate of Incorporation or bylaws
as now or hereafter in effect, or under any other applicable law, if desired by Indemnitee, shall be Independent Legal Counsel
selected by the Indemnitee and approved by Company (which approval shall not be unreasonably withheld). Such counsel, among other
things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent Indemnitee would be entitled
to be indemnified, exonerated or held harmless hereunder under applicable law and the Company agrees to abide by such opinion.
The Company agrees to pay the reasonable fees of the Independent Legal Counsel referred to above and to fully indemnify, exonerate
and hold harmless such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages
arising out of or relating to this Agreement or its engagement pursuant hereto. Notwithstanding any other provision of this Agreement,
the Company shall not be required to pay Expenses of more than one Independent Legal Counsel in connection with all matters concerning
a single Indemnitee, and such Independent Legal Counsel shall be the Independent Legal Counsel for any or all other Indemnitees
unless (i) the Company otherwise determines or (ii) any Indemnitee shall provide a written statement setting forth in detail a
reasonable objection to such Independent Legal Counsel representing other Indemnitees.


 




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(e)          Mandatory
Payment of Expenses. Notwithstanding any other provision of this Agreement other than Section 10 hereof, to the fullest extent
permitted by applicable law and to the extent that Indemnitee was a party to (or participant in) and has been successful on the
merits or otherwise, including, without limitation, the dismissal of an action without prejudice, in defense of any Claim, Indemnitee
shall be indemnified, exonerated and held harmless against all Expenses actually and reasonably incurred by Indemnitee in connection
therewith. If Indemnitee is not wholly successful in such Claim but is successful, on the merits or otherwise, as to one or more
but less than all claims, issues or matters in such Claim, the Company shall indemnify Indemnitee against all Expenses actually
and reasonably incurred by him or on his behalf in connection with or related to each successfully resolved claim, issue or matter
to the fullest extent permitted by law. For purposes of this Section and without limitation, the termination of any claim, issue
or matter in such a Claim by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim,
issue or matter.


 


(f)          Contribution.
If the indemnification, exoneration or hold harmless rights provided for in this Agreement is for any reason held by a court of
competent jurisdiction to be unavailable to an Indemnitee, then in lieu of indemnifying, exonerating or holding harmless Indemnitee
thereunder, the Company shall contribute to the amount paid or required to be paid by Indemnitee as a result of such Expenses (i)
in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect the relative benefits
received by the Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Claim or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the relative fault of the Company (and its directors, officers,
employees and agents) and Indemnitee in connection with the action or inaction which resulted in such Expenses, as well as any
other relevant equitable considerations. In connection with the registration of the Company’s securities, the relative benefits
received by the Company and Indemnitee shall be deemed to be in the same respective proportions that the net proceeds from the
offering (before deducting expenses) received by the Company and Indemnitee, in each case as set forth in the table on the cover
page of the applicable prospectus, bear to the aggregate public offering price of the securities so offered. The relative fault
of the Company and Indemnitee shall be determined by reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company
or Indemnitee and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 


The Company and Indemnitee
agree that it would not be just and equitable if contribution pursuant to this Section 2(f) were determined by pro rata or by any
other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding
paragraph. In connection with the registration of the Company’s securities, in no event shall Indemnitee be required to contribute
any amount under this Section 2(f) in excess of the net proceeds received by Indemnitee from its sale of securities under such
registration statement. No person found guilty of fraudulent misrepresentation (within the meaning of Section 11(a) of the Securities
Act of 1933, as amended) shall be entitled to contribution from any person who was not found guilty of such fraudulent misrepresentation.


 


3.           Expense
Advances.


 


(a)          Obligation
to Make Expense Advances. The Company shall make Expense Advances to Indemnitee upon receipt of a written undertaking by or
on behalf of the Indemnitee to repay such amounts if it shall ultimately be determined that the Indemnitee is not entitled to be
indemnified, exonerated or held harmless therefor by the Company.


 




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(b)          Form
of Undertaking. Any written undertaking by the Indemnitee to repay any Expense Advances hereunder shall be unsecured and no
interest shall be charged thereon.


 


4.          Procedures
for Indemnification and Expense Advances.


 


(a)          Timing
of Payments. All payments of Expenses (including without limitation Expense Advances) by the Company to the Indemnitee pursuant
to this Agreement shall be made to the fullest extent permitted by law as soon as practicable after written demand by Indemnitee
therefor is presented to the Company, but in no event later than forty-five (45) days after such written demand by Indemnitee is
presented to the Company, except in the case of Expense Advances, which shall be made no later than twenty (20) days after such
written demand by Indemnitee is presented to the Company. If the Company disputes a portion of the amounts for which indemnification
is requested, the undisputed portion shall be paid and only the disputed portion withheld pending resolution of any such dispute.


 


(b)          Notice/Cooperation
by Indemnitee. Indemnitee shall, as a condition precedent to Indemnitee’s right to be indemnified, exonerated or held
harmless or Indemnitee’s right to receive Expense Advances under this Agreement, give the Company notice in writing as soon
as practicable of any Claim made against Indemnitee for which indemnification, exoneration or hold harmless rights will or could
be sought under this Agreement. Notice to the Company shall be directed to the President and the Secretary of the Company at the
address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing to Indemnitee)
and shall include a description of the nature of the Claim and the facts underlying the Claim, in each case to the extent known
to Indemnitee. 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 following the final disposition of such Claim. In
addition, Indemnitee shall give the Company such information and cooperation as the Company may reasonably require and as shall
be within Indemnitee’s power. The failure by Indemnitee to notify the Company hereunder will not relieve the Company from
any liability which it may have to Indemnitee hereunder or otherwise than under this Agreement, and any delay in so notifying the
Company shall not constitute a waiver by Indemnitee of any rights under this Agreement, except to the extent (solely with respect
to the indemnity hereunder) that such failure or delay materially prejudices the Company.


 


(c)          No
Presumptions; Burden of Proof. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement
(whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not
create a presumption that Indemnitee did not meet any particular standard of conduct or have any particular belief or that a court
has determined that indemnification, exoneration or hold harmless right is not permitted by this Agreement or applicable law. In
addition, neither the failure of any Reviewing Party to have made a determination as to whether Indemnitee has met any particular
standard of conduct or had any particular belief, nor an actual determination by any Reviewing Party that Indemnitee has not met
such standard of conduct or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a
judicial determination that Indemnitee should be indemnified, exonerated or held harmless under this Agreement or applicable law,
shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has not met any particular standard of conduct
or did not have any particular belief. In connection with any determination by any Reviewing Party or otherwise as to whether the
Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder, the burden of proof shall be on the Company to
establish that Indemnitee is not so entitled.


 




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(d)          Notice
to Insurers. If, at the time of the receipt by the Company of a notice of a Claim pursuant to Section 4(b) hereof, the Company
has liability insurance in effect which may cover such Claim, the Company shall give prompt notice of the commencement of such
Claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take
all reasonably necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as
a result of such Claim in accordance with the terms of such policies.


 


(e)          Selection
of Counsel. In the event the Company shall be obligated hereunder to provide indemnification, exoneration or hold harmless
rights for or make any Expense Advances with respect to the Expenses of any Claim, the Company, if appropriate, shall be entitled
to assume the defense of such Claim with counsel approved by Indemnitee (which approval shall not be unreasonably withheld) upon
the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval
of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under
this Agreement for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to
the same Claim; provided, however, that (i) Indemnitee shall have the right to employ Indemnitee’s separate counsel
in any such Claim at Indemnitee’s expense and (ii) if (A) the employment of separate counsel by Indemnitee has been previously
authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the
Company and Indemnitee in the conduct of any such defense or (C) the Company shall not continue to retain such counsel to defend
such Claim, then the fees and expenses of Indemnitee’s separate counsel shall be Expenses for which Indemnitee may receive
indemnification, exoneration or hold harmless rights or Expense Advances hereunder. The Company shall have the right to conduct
such defense as it sees fit in its sole discretion, including the right to settle any claim, action or proceeding against Indemnitee
without the consent of Indemnitee, provided that the terms of such settlement include either: (i) a full release of Indemnitee
by the claimant from all liabilities or potential liabilities under such claim or (ii), in the event such full release is not obtained,
the terms of such settlement do not limit any indemnification, exoneration or hold harmless rights Indemnitee may now, or hereafter,
be entitled to under this Agreement, the Company’s Certificate of Incorporation, bylaws, any agreement, any vote of stockholders
or disinterested directors, the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.


 


5.          Additional
Indemnification Rights; Nonexclusivity.


 


(a)          Scope.
The Company hereby agrees to indemnify, exonerate and hold harmless the Indemnitee to the fullest extent permitted by law, notwithstanding
that such indemnification, exoneration or hold harmless right is not specifically authorized by the other provisions of this Agreement,
the Company’s Certificate of Incorporation, the Company’s bylaws or by statute, a vote of stockholders or a resolution
of directors, or otherwise. The rights of indemnification and to receive Expense Advances as provided by this Agreement shall be
interpreted independently of, and without reference to, any other such rights to which Indemnitee may at any time be entitled.
In the event of any change after the date of this Agreement in any applicable law, statute or rule which expands the right of a
Delaware corporation to indemnify, exonerate or hold harmless a member of its board of directors or an officer, employee, agent
or fiduciary, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits afforded
by such change. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation
to indemnify, exonerate or hold harmless a member of its board of directors or an officer, employee, agent or fiduciary, such change,
to the extent not otherwise required by such law, statute or rule to be applied to this Agreement, shall have no effect on this
Agreement or the parties’ rights and obligations hereunder except as set forth in Section 10(a) hereof.


 




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(b)          Nonexclusivity.
The indemnification, exoneration or hold harmless rights and the payment of Expense Advances provided by this Agreement shall be
in addition to any rights to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its bylaws,
any other agreement, any vote of stockholders or disinterested directors, the DGCL, or otherwise. The indemnification, exoneration
or hold harmless rights and the payment of Expense Advances provided under this Agreement shall continue as to Indemnitee for any
action taken or not taken while serving in an indemnified, exonerated or held harmless capacity even though subsequent thereto
Indemnitee may have ceased to serve in such capacity.


 


6.          No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment in connection with any
Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, provision
of the Company’s Certificate of Incorporation, bylaws or otherwise) of the amounts otherwise payable hereunder, except as
provided in Section 18 below.


 


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


 


8.          Mutual
Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, federal law or applicable public
policy may prohibit the Company from indemnifying, exonerating or holding harmless its directors, officers, employees, agents or
fiduciaries under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company may be required in the
future to undertake with the Securities and Exchange Commission to submit the question of indemnification, exoneration or hold
harmless rights to a court in certain circumstances for a determination of the Company’s right under public policy to indemnify,
exonerate or hold harmless Indemnitee.


 


9.          Liability
Insurance. To the extent the Company maintains liability insurance applicable to directors, officers, employees, agents
or fiduciaries, Indemnitee shall be covered by such policies in such a manner as to provide Indemnitee the same rights and benefits
as are provided to the most favorably insured of the Company’s directors who are not employees of the Company, if Indemnitee
is a director who is not employed by the Company; or of the Company’s officers, if Indemnitee is a director of the Company
and is also employed by the Company, or is not a director of the Company but is an officer; or in the Company’s sole discretion,
if Indemnitee is not an officer or director but is an employee, agent or fiduciary.


 


10.         Exceptions.
Notwithstanding any other provision of this Agreement, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a)          Excluded
Action or Omissions. To indemnify, exonerate or hold harmless Indemnitee for Expenses resulting from acts, omissions or transactions
for which Indemnitee is prohibited from receiving indemnification, exoneration or hold harmless rights under this Agreement or
applicable law; provided, however, that notwithstanding any limitation set forth in this Section 10(a) regarding the Company’s
obligation to provide indemnification, exoneration or hold harmless rights to Indemnitee, Indemnitee shall be entitled under Section
3 to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over the Claim
shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that
Indemnitee has engaged in acts, omissions or transactions for which Indemnitee is prohibited from receiving indemnification under
this Agreement or applicable law.


 




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(b)          Claims
Initiated by Indemnitee. To indemnify, exonerate or hold harmless or make Expense Advances to Indemnitee with respect to Claims
initiated or brought voluntarily by Indemnitee and not by way of defense, counterclaim or cross claim, except (i) with respect
to actions or proceedings brought to establish or enforce an indemnification, exoneration or hold harmless right under this Agreement
or any other agreement or insurance policy or under the Company’s Certificate of Incorporation or bylaws now or hereafter
in effect relating to Claims for Covered Events, (ii) in specific cases if the Board of Directors has approved the initiation or
bringing of such Claim or (iii) as otherwise required under Section 145 of the DGCL, regardless of whether Indemnitee ultimately
is determined to be entitled to such indemnification, exoneration, hold harmless right, Expense Advances or insurance recovery,
as the case may be.


 


(c)          Lack
of Good Faith. To indemnify, exonerate or hold harmless Indemnitee for any Expenses incurred by Indemnitee with respect to
any action instituted (i) by Indemnitee to enforce or interpret this Agreement, if a court having jurisdiction over such action
determines as provided in Section 13 hereof that each of the material assertions made by Indemnitee as a basis for such action
was not made in good faith or was frivolous or (ii) by or in the name of the Company to enforce or interpret this Agreement, if
a court having jurisdiction over such action determines as provided in Section 13 hereof that each of the material defenses asserted
by Indemnitee in such action was made in bad faith or was frivolous.


 


(d)          Claims
Under Section 16(b) or Sarbanes-Oxley Act. To indemnify, exonerate or hold harmless Indemnitee for expenses and the payment
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange
Act of 1934, as amended, or any similar successor statute or (ii) any reimbursement of the Company by Indemnitee of any bonus or
other incentive-based or equity-based compensation or of any profits realized by 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); provided, however, that notwithstanding any limitation set forth in this Section 10(d) regarding
the Company’s obligation to provide indemnification or exoneration or hold harmless, Indemnitee shall be entitled under Section
3 hereof to receive Expense Advances hereunder with respect to any such Claim unless and until a court having jurisdiction over
the Claim shall have made a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed)
that Indemnitee has violated said statute.


 


11.          Counterparts.
This Agreement may be executed in counterparts and by facsimile or electronic transmission, each of which shall constitute
an original and all of which, together, shall constitute one instrument.


 


12.          Binding
Effect; Successors and Assigns. This Agreement shall be binding upon, inure to the benefit of and be enforceable by the
parties hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation
or otherwise to all or substantially all of the business and/or assets of the Company), spouses, heirs, and personal and legal
representatives. 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. This Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as a director, officer, employee, agent or fiduciary (as applicable)
of the Company or of any other enterprise at the Company’s request. The Company and Indemnitee agree that the Fund Indemnitors
(as defined in Section 18 below) are express third party beneficiaries of this Agreement.


 




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13.         Expenses
Incurred in Action Relating to Enforcement or Interpretation.  In the event that any action is instituted by Indemnitee
under this Agreement or under any liability insurance policies maintained by the Company to enforce or interpret any of the terms
hereof or thereof, Indemnitee shall be entitled to be indemnified for all Expenses incurred by Indemnitee with respect to such
action (including without limitation attorneys’ fees), regardless of whether Indemnitee is ultimately successful in such
action, unless as a part of such action a court having jurisdiction over such action makes a final judicial determination (as to
which all rights of appeal therefrom have been exhausted or lapsed) that each of the material assertions made by Indemnitee as
a basis for such action was not made in good faith or was frivolous; provided, however, that until such final judicial
determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense Advances hereunder with respect
to such action. In the event of an action instituted by or in the name of the Company under this Agreement to enforce or interpret
any of the terms of this Agreement, Indemnitee shall be entitled to be indemnified, exonerated or held harmless for all Expenses
incurred by Indemnitee in defense of such action (including without limitation costs and expenses incurred with respect to Indemnitee’s
counterclaims and cross-claims made in such action), unless as a part of such action a court having jurisdiction over such action
makes a final judicial determination (as to which all rights of appeal therefrom have been exhausted or lapsed) that each of the
material defenses asserted by Indemnitee in such action was made in bad faith or was frivolous; provided, however,
that until such final judicial determination is made, Indemnitee shall be entitled under Section 3 to receive payment of Expense
Advances hereunder with respect to such action.


 


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


 


15.         Consent
to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State
of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree
that any action instituted under this Agreement shall be commenced, prosecuted and continued only in the Court of Chancery of the
State of Delaware in and for New Castle County, which shall be the exclusive and only proper forum for adjudicating such a claim.


 


16.         Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any provision
within a single section, paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void or otherwise
unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore, to the
fullest extent possible, the provisions of this Agreement (including without limitation each portion of this Agreement containing
any provision held to be invalid, void or otherwise unenforceable, that is not itself invalid, void or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 


17.         Choice
of Law. This Agreement, and all rights, remedies, liabilities, powers and duties of the parties to this Agreement, shall
be governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of
laws.


 




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18.         Primacy
of Indemnification; Subrogation.


 


(a) The Company hereby
acknowledges that Indemnitee has or may in the future have certain indemnification, exoneration, hold harmless or Expense advancement
rights and/or insurance provided by Fund and certain of its affiliates (collectively, the “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, exoneration or hold harmless rights
for the same Expenses 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, to the extent legally permitted and as required
by the Certificate of Incorporation or bylaws of the Company (or any agreement between the Company and Indemnitee), without regard
to any rights Indemnitee may have against the Fund Indemnitors, (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 and (iv) if any Fund Indemnitor is a party to or a participant in a legal proceeding, which participation
or involvement arises solely as a result of Indemnitee’s service to the Company as a director of the Company, then such Fund
Indemnitor shall be entitled to all of the indemnification rights and remedies under this Agreement to the same extent as Indemnitee.
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, exoneration or hold harmless rights from the Company shall affect the foregoing
and the Fund Indemnitors shall have a right to receive from the Company, 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.


 


(b) Except as provided
in Section 18(a) above, 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 Indemnitee from any insurance policy purchased by the Company, who shall execute all documents
required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit
to enforce such rights. In no event, however, shall the Company or any other person have any right of recovery, through subrogation
or otherwise, against (i) Indemnitee, (ii) any Fund Indemnitor or (iii) any insurance policy purchased or maintained by Indemnitee
or any Fund Indemnitor.


 


19.         Amendment
and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless it
is in writing signed by both the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed to be or
shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing
waiver.


 


20.          Integration
and Entire Agreement. This Agreement sets forth the entire understanding between the parties hereto and supersedes and
merges all previous written and oral negotiations, commitments, understandings and agreements relating to the subject matter hereof
between the parties hereto, including any existing director or officer indemnification agreement; provided, however,
that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the bylaws, any directors and officers
insurance maintained by the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder.


 


21.         No
Construction as Employment Agreement. Nothing contained in this Agreement shall be construed as giving Indemnitee any right
to employment by the Company or any of its subsidiaries or affiliated entities.


 


22.         Additional
Acts. If for the validation of any of the provisions in this Agreement any act, resolution, approval or other procedure
is required, the Company undertakes to cause such act, resolution, approval or other procedure to be affected or adopted in a manner
that will enable the Company to fulfill its obligations under this Agreement.


 


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left blank.)


 




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


 


	 	 	DROPCAR, INC.
	 	 	 	 
	 	 	By: 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	 
	 	 	Address:
	 	 	1412 Broadway, Suite 2105
	 	 	New York, NY 10018
	 	 	 
	 	 	AGREED TO AND ACCEPTED BY: 
	 	 	 
	 	 	INDEMNITEE:
	 	 	 	 
	 	 	By: 	 
	 	 	Name:	 
	 	 	Title: 	 
	 	 	Address:  	 
	 	 	 	 
	 	 	 	 


 


Date: January __, 2018


 


[Signature Page to Indemnification Agreement]