Exhibit 10.12


 


INDEMNIFICATION
And Advancement AGREEMENT


 


This Indemnification
and Advancement Agreement (as amended or amended and restated, this “Agreement”) is made as of ________ __,
2021 (the “Effective Date”) by and between Aeva, Inc., a Delaware corporation (the “Company”)
(f/k/a InterPrivate Acquisition Corp., a Delaware corporation), and ______________, [ ● ]
of the Company (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, the Board
of Directors of the Company (the “Board”) believes that 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 and advancement of expenses 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
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 Amended and Restated Bylaws of the Company (as amended or amended and restated, the “Bylaws”) and
the Second Amended and Restated Certificate of Incorporation of the Company (as amended or amended and restated, the “Certificate
of Incorporation”) require 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 (the “DGCL”). The Bylaws,
Certificate of Incorporation, 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 and advancement of expenses;


 


WHEREAS, the uncertainties
relating to such insurance, to indemnification, and to advancement of expenses may increase 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 and its 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, Certificate of Incorporation and any resolutions adopted pursuant thereto,
and is not a substitute therefor, nor diminishes or abrogates any rights of Indemnitee thereunder;


 


WHEREAS, Indemnitee
does not regard the protection available under the Bylaws, Certificate of Incorporation, DGCL and insurance as adequate in the
present circumstances, and may not be willing to serve or continue to serve as an officer or director without adequate additional
protection, and the Company desires Indemnitee to serve or continue 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 Indemnitee be so indemnified
and be advanced expenses;


 


WHEREAS, Indemnitee
may have certain rights to indemnification and/or insurance provided by another Person with whom Indemnitee is associated or insurer
of any such Person, which Indemnitee and the Company 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;


 


[WHEREAS, the
Company engaged in a business combination transaction pursuant to which Aeva, Inc., a Delaware corporation (“Old Aeva”),
became a wholly-owned subsidiary of the Company; and


 


WHEREAS, the Company
and Indemnitee desire to terminate any prior indemnification agreement between the Company and Indemnitee or between Old Aeva and
Indemnitee in favor of the execution and delivery hereof].


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1. [Termination
of Any Prior Indemnification Agreement. Any prior indemnification agreement between [the Company][or][Old Aeva] and Indemnitee
is hereby terminated as of the Effective Date.]


 


Section 2. Services
to the Company. Indemnitee agrees to serve or continue to serve, as applicable, as a director and/or officer of the Company.
This Agreement does not create any obligation on the part of the Company to continue Indemnitee in such position or on the part
of Indemnity to continue in such position and is not an employment contract between the Company (or any of its subsidiaries or
any Enterprise) and Indemnitee.


 


Section 3. Definitions.
As used in 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.


 






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(b) A
“Change in Control” occurs upon the earliest to occur after the Effective Date of any of the following events:


 


i. Acquisition
of Stock by Third Party. Any Person (as defined below) is or becomes (in a single transaction or series of related transactions)
the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing fifteen percent (15%)
or more of the combined voting power of the Company’s then outstanding securities unless the change in relative beneficial
ownership of the Company’s securities by any Person results solely from a reduction in the aggregate number of outstanding
shares of securities entitled to vote generally in the election of directors;


 


ii. Change
in the Board. During any period of two (2) consecutive years (not including any period prior to the Effective Date), individuals
who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who
has entered into an agreement with the Company to effect a transaction described in Sections 3(b)(i), 3(b)(iii) or 3(b)(iv)) whose
election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds
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 at least a majority of the members of the Board;


 


iii. Corporate
Transactions. The effective date of a merger or consolidation of the Company (or any of its subsidiaries) with any other entity,
other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to
such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity (or the resulting
parent entity) outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the
Board or other governing body of such surviving entity (or the resulting parent entity);


 


iv. Liquidation.
The approval by the stockholders of the Company of the dissolution of the Company or an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets; and


 


v. Other
Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A
of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act (as defined
below), whether or not the Company is then subject to such reporting requirement.


 


vi. For
purposes of this Section 3(b), the following terms have the following meanings:


 


		1	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time
to time.



 


		2	“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.



 






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		3	“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the
Exchange Act; provided, however, that Beneficial Owner excludes any Person otherwise becoming a Beneficial Owner by reason of the
stockholders of the Company approving a merger of the Company with another entity.



 


(c)
“Corporate Status” describes the status of a person who is or was acting as a director, officer, employee, fiduciary,
or Agent of the Company or an Enterprise.


 


(d) “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.


 


(e) “Enterprise”
means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity
for which Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.


 


(f) “Expenses”
includes all reasonable attorneys’ fees, retainers, court costs, mediation fees, transcript costs, expenses, disbursements
and fees of experts and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone
and facsimile charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result
of the actual or deemed receipt of any payments under this Agreement, 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,
being or preparing to be a witness in, settling or negotiating for the settlement of, responding to or objecting to requests to
provide discovery in or otherwise participating in, a Proceeding. Expenses shall also include (i) Expenses incurred in connection
with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating
to any cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 13(d) only, Expenses
incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement,
by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made
written demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit
of Indemnitee’s counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to
be reasonable. Expenses, however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 


(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 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 the 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” does not include a law firm, or a member
of a law firm, 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.


 






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(h) The
term “Proceeding” includes any threatened, pending or completed action, suit, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
or any claim, counterclaim, cross claim, issue or matter therein, whether brought in the right of the Company or otherwise and
whether of a civil, criminal, administrative, legislative, or investigative (formal or informal) nature, including any appeal therefrom,
in which Indemnitee was, is or will be involved as a party, participant, potential party, non-party witness or otherwise by reason
of Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee (or a failure to take action by Indemnitee)
or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s Corporate Status, in
each case whether or not serving in 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. A Proceeding also includes a situation the Indemnitee believes
in good faith may lead to or culminate in the institution of a Proceeding.


 


Section 4. Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 4 if Indemnitee
is, was or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right
of the Company to procure a judgment in its favor. Pursuant to this Section 4, the Company shall indemnify Indemnitee to the fullest
extent permitted by applicable law against all Expenses, judgments, 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, fines and amounts paid
in settlement) actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding,
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company and, in the case of a criminal Proceeding had no reasonable cause to believe that Indemnitee’s conduct was
unlawful.


 


Section 5. Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions
of this Section 5 if Indemnitee is, was or is threatened to be made, a party to or a participant in any Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this Section 5, the Company shall indemnify Indemnitee to
the fullest extent permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with such Proceeding, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in or not opposed to the best interests of the Company. The Company shall not indemnify Indemnitee for Expenses under this Section
5 related to any Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company, unless, and
only to the extent that, the Court of Chancery of the State of Delaware (the “Delaware Court”) or any court
in which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 






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Section 6. Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by applicable law, the Company
shall indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding
to the extent that Indemnitee is successful, on the merits or otherwise. 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 indemnify Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted by applicable
law. For purposes of this Section 6 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.


 


Section 7. Indemnification
For Expenses of a Witness. To the fullest extent permitted by applicable law, the Company shall indemnify Indemnitee against
all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to
which Indemnitee is not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate.


 


Section 8. Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of Expenses, but not, however, for the total amount thereof, the Company shall indemnify Indemnitee for the portion
thereof to which Indemnitee is entitled.


 


Section 9. Additional
Indemnification. Notwithstanding any limitation in Sections 4, 5, or 6, the Company shall indemnify Indemnitee to the fullest
extent permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted
after the Effective Date that expand the Company’s ability to indemnify its officers and directors) if Indemnitee is a party
to or threatened to be made a party to any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment
in its favor).


 


Section 10. Exclusions.
Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification
payment to Indemnitee in connection with any Proceeding:


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
to the extent provided in Section 16(b) and except with respect to any excess beyond the amount paid under any insurance policy
or other indemnity provision; or


 


(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 Exchange Act (as defined in Section 3(b) f) or similar provisions of state statutory
law or common law, (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


 






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(c) commenced
by Indemnitee, including any Proceeding (or any part of any Proceeding) commenced by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s
rights to indemnification or advancement of Expenses, including a Proceeding (or any part of any Proceeding) commenced pursuant
to Section 15, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its commencement or (iii) the
Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


Section 11. Advances
of Expenses.


 


(a) The
Company shall advance, to the fullest extent permitted by applicable law, the Expenses incurred by Indemnitee in connection with
any Proceeding (or any part of any Proceeding) not commenced by Indemnitee or any Proceeding (or any part of any Proceeding) commenced
by Indemnitee if (i) the Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to indemnification or advancement
of Expenses from the Company or Enterprise, including a Proceeding (or any party of any Proceeding) commenced pursuant to Section
15 or (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its commencement. The Company shall advance
the Expenses within ten (10) business days after the receipt by the Company of a statement or statements requesting such advances
from time to time, whether prior to or after final disposition of any Proceeding.


 


(b) Advances
shall be unsecured and interest free. 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, to the fullest extent permitted
by applicable law, Indemnitee qualifies for advances upon the execution of this Agreement and delivery to the Company and no other
form of undertaking is required other than the execution of this Agreement. The Company shall make advances without regard to Indemnitee’s
ability to repay the Expenses and without regard to Indemnitee’s ultimate entitlement to indemnification under the other
provisions of this Agreement.


 


Section 12. Procedure
for Notification of Claim for Indemnification or Advancement.


 


(a) Indemnitee
shall notify the Company in writing of any Proceeding with respect to which Indemnitee intends to seek indemnification or advancement
of Expenses hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. Indemnitee
shall include in the written notification to the Company a description of the nature of the Proceeding and the facts underlying
the Proceeding and provide 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 Proceeding.
Indemnitee’s failure to notify the Company shall not relieve the Company from any obligation it may have to Indemnitee under
this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights under this
Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification or advancement, advise
the Board in writing that Indemnitee has requested indemnification or advancement of Expenses hereunder.


 






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(b) The
Company shall be entitled to participate in the Proceeding at its own expense.


 


Section 13. Procedure
Upon Application for Indemnification.


 


(a) Unless
a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification shall be made:


 


i. by
a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


 


ii. by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board;


 


iii.
if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent
Counsel selected by the Board; or


 


iv. if
so directed by the Board, by the stockholders of the Company.


 


(b) If
a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification shall be made by written
opinion provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board).


 


(c)
The party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 13 shall provide written notice
of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection
of Independent Counsel, deliver to the selecting party 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 3, and the objection shall set forth with particularity the factual
basis of such assertion. Absent a proper and timely objection, the law firm, or member of a law firm, so selected shall act as
Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected may not serve
as Independent Counsel unless and until such objection is withdrawn or the Delaware Court has determined that such objection is
without merit. If, within thirty (30) days after the later of submission by Indemnitee of a written request for indemnification
pursuant to Section 12(a) and the final disposition of the Proceeding, Independent Counsel has not been selected or, if selected,
any objection to has not been resolved, either the Company or Indemnitee may petition the Delaware Court for the appointment as
Independent Counsel of a law firm, or member of a law firm, selected by the Delaware Court or by such other person as the Delaware
Court designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 15(a), Independent Counsel
shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional
conduct then prevailing).


 






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(d) Indemnitee
shall cooperate with the person, persons or entity making the 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 protected by the attorney-client privilege or similar protection or privilege and which is reasonably available to Indemnitee
and reasonably necessary to such determination. The Company shall, to the fullest extent permitted by applicable law, advance and
pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification determination
irrespective of the determination as to Indemnitee’s entitlement to indemnification and the Company hereby indemnifies and
agrees to hold Indemnitee harmless therefrom. The Company promptly shall advise Indemnitee in writing of the determination that
Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has
been denied and providing a copy of any written opinion provided to the Board by Independent Counsel.


 


(e) If
it is determined that Indemnitee is entitled to indemnification, the Company shall make payment to Indemnitee within ten (10) business
days after such determination.


 


Section 14. Presumptions
and Effect of Certain Proceedings.


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall, to the fullest extent permitted by applicable law, presume Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 12(a), and the Company shall, to the fullest
extent permitted by applicable law, have the burden of proof to overcome that presumption. 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.


 


(b) If
the determination of the Indemnitee’s entitlement to indemnification has not made pursuant to Section 13 within sixty (60)
days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 12(a)
and (ii) the final disposition of the Proceeding for which Indemnitee requested indemnification (the “Determination Period”),
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. The Determination 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; and provided, further, the Determination Period may be extended an additional
fifteen (15) days if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section
13(a)(iv).


 


(c) 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 Indemnitee 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 Indemnitee’s conduct was unlawful.


 






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(d) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee acted based on
the records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information
supplied to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties,
or on the advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports
made to the Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other
expert selected with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, 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
if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants
and beneficiaries of an employee benefit plan. The provisions of this Section 14(d) are not exclusive and do not 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.


 


(e) To
the fullest extent permitted by applicable law, the knowledge and/or actions, or failure to act, of any director, officer, trustee,
partner, managing member, fiduciary, agent or employee of the Enterprise may not be imputed to Indemnitee for purposes of determining
Indemnitee’s right to indemnification under this Agreement.


 


Section 15. Remedies
of Indemnitee.


 


(a) Indemnitee
may commence a proceeding against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided
by this Agreement in the event that (i) a determination is made pursuant to Section 13 that Indemnitee is not entitled to indemnification
under this Agreement, (ii) the Company does not advance Expenses pursuant to Section 11, (iii) the determination of entitlement
to indemnification is not made pursuant to Section 13 within the Determination Period, (iv) the Company does not indemnify Indemnitee
or advance Expenses pursuant to Section 6 or 7 or the second to last sentence of Section 13(d) within ten (10) business days
after receipt by the Company of a written request therefor, (v) the Company does not indemnify Indemnitee pursuant to Section 4,
5, 6, or 7 within ten (10) business days after a determination has been made that Indemnitee is entitled to indemnification, or
(vi) in the event that the Company or any other person takes or threatens to take 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, the Indemnitee
the benefits provided or intended to be provided to the Indemnitee hereunder. Alternatively, Indemnitee, at Indemnitee’s
option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of
the American Arbitration Association. Indemnitee must commence such proceeding seeking an adjudication or an award in arbitration
within one hundred and eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding
pursuant to this Section 15(a); provided, however, that the foregoing clause does not apply in respect of a proceeding
brought by Indemnitee to enforce Indemnitee’s rights under Section 6. The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration.


 






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(b) If
a determination is made pursuant to Section 13 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 15 shall be conducted in all respects as a de novo trial, or arbitration, on the
merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 15, to the fullest extent permitted by applicable law, the Company shall have the burden of
proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and shall not introduce evidence
of the determination made pursuant to Section 13.


 


(c) If
a determination is made pursuant to Section 13 that Indemnitee is entitled to indemnification, the Company shall be bound
by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 15, 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.


 


(d) The
Company is, to the fullest extent not prohibited by applicable law, precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 15 that the procedures and presumptions of this Agreement are not valid, binding and enforceable
and shall stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e) It
is the intent of the Company that, to the fullest extent permitted by applicable 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, to the fullest extent permitted by applicable law, shall (within ten (10) business days
after receipt by the Company of a written request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee
in connection with any action concerning this Agreement, Indemnitee’s right to indemnification or advancement of Expenses
from the Company, or concerning any directors’ and officers’ liability insurance policies maintained by the Company,
and shall indemnify Indemnitee against any and all such Expenses unless the court determines that each of the Indemnitee’s
claims in such action were made in bad faith or were frivolous or are prohibited by applicable law.


 


(f) 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 under this Agreement 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.


 






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(g) (i) Whether
or not the indemnification provided in Sections 4, 5 or 6 is available in respect of any Proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance,
the entire amount of any judgment or settlement of such 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, in each case, to the fullest
extent permitted by applicable law. The Company shall not enter into any settlement of any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release
of all claims asserted against Indemnitee.


 


(ii) Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph (g)(i), if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly
liable with Indemnitee (or would be if joined in such Proceeding), the Company shall, to the fullest extent permitted by applicable
law, 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 Proceeding), on the
one hand, and Indemnitee, on the other hand, from the transaction or events from which such Proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to applicable
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 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 Proceeding), on the one hand, and Indemnitee, on the other hand, shall, to the fullest extent permitted
by applicable law, 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.


 


(iii) 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.


 






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Section 16. Non-exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a) The
indemnification and advancement of Expenses provided by this Agreement are not exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders
or a resolution of directors, or otherwise. The indemnification and advancement of Expenses provided by this Agreement may not
be eliminated or impaired by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken
or omitted by Indemnitee in Indemnitee’s Corporate Status occurring prior to any amendment, alteration or repeal of this
Agreement. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification
or advancement of Expenses than would be afforded currently under the Bylaws, Certificate of Incorporation, or this Agreement,
it is the intent of the parties hereto that Indemnitee 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
is 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.


 


(b) The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance
provided by [Fund names(s)], and/or one or more of their affiliates (other than the Company or other Enterprise) (collectively,
the “Fund Indemnitors”). The Company hereby, including for the benefit of the Fund Indemnitors, who shall be
third party beneficiaries of this Section 16(b):


 


i. Acknowledges
and agrees that, as between the Company and the Fund Indemnitors, the Company is the indemnitor of first resort with respect to
any request for indemnification or advancement of Expenses made pursuant to this Agreement concerning any Proceeding arising from
or related to Indemnitee’s Corporate Status with the Company;


 


ii. Acknowledges
and agrees that, as between the Company and the Fund Indemnitors, the Company is primarily liable for all indemnification and indemnification
or advancement of Expenses obligations for any Proceeding arising from or related to Indemnitee’s Corporate Status with the
Company, whether created by law, organizational or constituent documents, contract (including this Agreement) or otherwise;


 


iii. Acknowledges
and agrees that, as between the Company and the Fund Indemnitors, any obligation of the Fund Indemnitors to indemnify Indemnitee
and/or advance Expenses to Indemnitee in respect of any Proceeding arising from or related to Indemnitee’s Corporate Status
with the Company is secondary to the obligations of the Company;


 


iv. Acknowledged
and agrees that the Company shall indemnify Indemnitee and advance Expenses to Indemnitee hereunder to the fullest extent provided
herein without regard to any rights Indemnitee may have against the Fund Indemnitors or their insurers;


 


v. Irrevocably
waives, relinquishes and releases (A) the Fund Indemnitors from any claim of contribution, subrogation, reimbursement, exoneration
or indemnification, or any other recovery of any kind in respect of amounts paid by the Company to Indemnitee pursuant to this
Agreement and (B) any right to participate in any claim or remedy of Indemnitee against the Fund Indemnitors, whether or not such
claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take
or receive from the Fund Indemnitors, directly or indirectly, in cash or other property or by set-off or in any other manner, payment
or security on account of such claim, remedy or right;


 






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vi. Acknowledges
and agrees that in the event that the Fund Indemnitors or their insurers advances or extinguishes any liability or loss for Indemnitee,
the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise be payable
by the Company or its insurers under this Agreement;


 


vii. Acknowledges
and agrees that in no event shall payment by the Fund Indemnitors or their insurers affect the obligations of the Company hereunder
or shift primary liability for the Company’s obligation to indemnify or advance of Expenses to the Fund Indemnitors; and


 


viii. Acknowledges
and agrees that any indemnification or advancement of Expenses provided to Indemnitee by the Fund Indemnitors is specifically in
excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including
but not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.


 


(c) To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Company, Indemnitee shall be covered by such policy or policies to the maximum extent of the coverage available
for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does
not or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the
receipt of a notice of a Proceeding pursuant to this Agreement, the Company has director and officer liability insurance in effect,
the Company shall give prompt notice 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 lawful 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. Indemnitee agrees
to assist the Company efforts to cause the insurers to pay such amounts and shall comply with the terms of such policies, including
selection of approved panel counsel, if required.


 


(d) The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s
Corporate Status with an Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement
of Expenses from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor
of first resort with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s
Corporate Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary
to the obligations the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable
lawful action to obtain from an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising
from Indemnitee’s Corporate Status with such Enterprise.


 


(e) In
the event of any payment made by the Company 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 Enterprise or insurance carrier. Indemnitee shall execute all papers required
and take all lawful 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.


 






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Section 17. Duration
of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee
ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect of
which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee
pursuant to Section 15 relating thereto. The indemnification and advancement of Expenses rights provided by or granted pursuant
to this Agreement are binding upon 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 or
assets of the Company), continue as to an Indemnitee who has ceased to be a director, officer, employee or agent of the Company
or of any other Enterprise, and inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors
and administrators and other legal representatives.


 


Section 18. Severability.
If any provision or provisions of this Agreement is held to be invalid, illegal or unenforceable for any reason whatsoever: (a)
the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion
of any Section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and remain enforceable to the fullest extent
permitted by applicable law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable
law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested thereby.


 


Section 19. Interpretation.
Any ambiguity in the terms of this Agreement shall be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification
and advancement of Expenses permitted by applicable law. The Company and Indemnitee intend that this Agreement provide, to the
fullest extent permitted by applicable law, for indemnification and advancement in excess of that expressly provided, without limitation,
by the Certificate of Incorporation, the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.


 


Section 20. Enforcement.


 


(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is
relying upon this Agreement in serving or continuing to serve as a director or officer 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 this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws
and applicable law, and is not a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 






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Section 21. Modification
and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or constitutes a waiver of any other provisions of
this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 22. Notice
by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,
complaint, indictment, information or other document relating to any Proceeding which may be subject to indemnification or advancement
of Expenses covered hereunder. The failure of Indemnitee to so notify the Company does not relieve the Company of any obligation
which it may have to the Indemnitee under this Agreement or otherwise.


 


Section 23. Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent
by facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:


 


(a) If
to Indemnitee, at the address indicated on the signature page of this Agreement, or such other address as Indemnitee provides to
the Company.


 


(b) If
to the Company to:


 


Aeva, Inc.


555 Ellis Street, Mountain View, California 94043:


Attention: Peter Chess


Email: pchess@aeva.ai


 


or to any other address as may have been furnished to Indemnitee
by the Company.


 


Section 24. Contribution.
To the fullest extent permitted by applicable law, 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: (a) 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 (b) 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).


 






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Section 25. Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect
to any arbitration commenced by Indemnitee pursuant to Section 15(a), to the fullest extent permitted by applicable law, the Company
and Indemnitee hereby irrevocably and unconditionally (a) agree that any proceeding arising out of or in connection with this Agreement
shall be brought only in 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, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any proceeding
arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such proceeding in the
Delaware Court, and (d) waive, and agree not to plead or to make, any claim that any such proceeding brought in the Delaware Court
has been brought in an improper or inconvenient forum.


 


Section 26. Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to
be an original but all of which together constitutes one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


Section 27. Headings.
The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction
thereof.


 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be signed as of the day and year first above written.


 


	COMPANY:	 	INDEMNITEE:
	 	 	 
	AEVA, INC. (f/k/a InterPrivate Acquisition Corp.)	 	[ ● ]
	 	          	 	 	 
	By:	 	 	 	              
	Name:	 	 	Name:	 
	Office: 	 	 	Address: 	 



 




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	ACKNOWLEDGED AND AGREED (FOR PURPOSES OF SECTION 16(b)) BY:	 
	 	 	 
	OLD AEVA:	 
	 	 	 
	[ ● ] (f/k/a Aeva, Inc.)	 
	 	 	 
	By:	                         	 
	Name:	 	 
	Office: 	 	 



 


 


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