Exhibit
10.5


 


SONDORS
INC.


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”)
dated as of [●], 2022, is made by and between SONDORS Inc., a Delaware corporation (the “Company”), and [●]
(“Indemnitee”).


 


RECITALS


 


A.
The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and Agents (as
defined below).


 


B.
Sections 145 and 102(b)(7) of the Delaware General Corporation Law (the “DGCL”), the Company’s Certificate of
Incorporation (the “Certificate of Incorporation”) and the Company’s bylaws (the “Bylaws”)
authorize the Company to indemnify and advance expenses to its directors, officers, employees and Agents (as defined below) to the extent
provided therein.


 


C.
Indemnitee does not regard the protection currently provided by the DGCL, the Company’s Certificate of Incorporation, the Company’s
Bylaws and available insurance as adequate under the present circumstances, and the Company has determined that Indemnitee and other
directors, officers, employees and Agents of the Company may not be willing to serve or continue to serve in such capacities without
additional protection.


 


D.
The Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or Agent of the Company,
as the case may be, and has proferred this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E.
Indemnitee is willing to serve, or to continue to serve, as a director, officer, employee or Agent of the Company, as the case may be,
if Indemnitee is furnished the indemnity provided for herein by the Company.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to be legally bound,
hereby agree as follows:


 


1.
Definitions. In addition to the terms defined elsewhere herein, the following terms have the following meanings when used in this
Agreement:


 


“Agent”
means any means any person who: (i) is or was a director, officer, employee or other fiduciary of the Company or a Subsidiary
of the Company; or (ii) is or was serving at the request or for the convenience of, or representing the interests of, the Company or
a Subsidiary of the Company, as a director, officer, employee or other fiduciary of a foreign or domestic corporation, partnership, joint
venture, trust or other enterprise.


 




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“Expenses”
shall be broadly construed and shall include, without limitation, all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’, witness, or other professional fees and related disbursements, and other out-of-pocket costs
of whatever nature), actually and reasonably incurred by Indemnitee in connection with the investigation, defense or appeal of a Proceeding
or establishing or enforcing a right to indemnification under this Agreement, the DGCL or otherwise, and amounts paid in settlement by
or on behalf of Indemnitee, but shall not include any judgments, fines or penalties actually levied against Indemnitee for such individual’s
violations of law. The term “Expenses” shall also include reasonable compensation for time spent by Indemnitee for which
he or she is not compensated by the Company or any Subsidiary or third party (i) for any period during which Indemnitee is not an Agent,
in the employment of, or providing services for compensation to, the Company or any Subsidiary; and (ii) if the rate of compensation
and estimated time involved is approved by the directors of the Company who are not parties to any action with respect to which Expenses
are incurred, for Indemnitee while an Agent of, employed by, or providing services for compensation to, the Company or any Subsidiary.


 


“Proceedings”
shall be broadly construed and shall include, without limitation, any threatened, pending, or completed action, suit, claim, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative or investigative nature, and
whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party or otherwise by reason of: (i) the
fact that Indemnitee is or was a director or officer of the Company; (ii) the fact that any action taken by Indemnitee or of any action
on Indemnitee’s part while acting as director, officer, employee or Agent of the Company; or (iii) the fact that Indemnitee is
or was serving at the request of the Company as a director, officer, employee or Agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, and in any such case described above, whether or not serving in any such capacity at
the time any liability or expense is incurred for which indemnification, reimbursement, or advancement of Expenses may be provided under
this Agreement.


 


“Subsidiary”
means any corporation or limited liability company of which more than 50% of the outstanding voting securities or equity interests are
owned, directly or indirectly, by the Company and one or more of its subsidiaries, and any other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of
the Company as a director, officer, employee, Agent or fiduciary.


 


“Independent
Counsel” means a law firm, or a partner (or, if applicable, member) of such a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding
the foregoing, the term “independent counsel” shall not include any person who, under the applicable standards of professional
conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.


 




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2.
Agreement to Serve. Indemnitee will serve, or continue to serve, as a director, officer, employee or Agent of the Company or any
Subsidiary, as the case may be, faithfully and to the best of his or her ability, at the will of such corporation (or under separate
agreement, if such agreement exists), in the capacity Indemnitee currently serves as a director, officer, employee or Agent of such corporation,
so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the bylaws or other
applicable charter documents of such corporation, or until such time as Indemnitee tenders his or her resignation in writing; provided,
however, that nothing contained in this Agreement is intended as an employment agreement between Indemnitee and the Company or
any of its subsidiaries or to create any right to continued employment of Indemnitee with the Company or any of its subsidiaries in any
capacity.


 


The
Company acknowledges that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate
from its obligations to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as a director, officer, employee
or Agent of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as a director, officer,
employee or Agent of the Company.


 


3.
Indemnification.


 


(a)
Indemnification in Third Party Proceedings. Subject to Section 10, the Company shall indemnify Indemnitee to the fullest
extent permitted by the DGCL, as the same may be amended from time to time (but, only to the extent that such amendment permits Indemnitee
to broader indemnification rights than the DGCL permitted prior to adoption of such amendment), if Indemnitee is a party to or threatened
to be made a party to or otherwise involved in any Proceeding, for any and all Expenses, actually and reasonably incurred by Indemnitee
in connection with the investigation, defense, settlement or appeal of such Proceeding.


 


(b)
Indemnification in Derivative Actions and Direct Actions by the Company. Subject to Section 10, the Company shall indemnify
Indemnitee to the fullest extent permitted by the DGCL, as the same may be amended from time to time (but, only to the extent that such
amendment permits Indemnitee to broader indemnification rights than the DGCL permitted prior to adoption of such amendment), if Indemnitee
is a party to or threatened to be made a party to or otherwise involved in any Proceeding by or in the right of the Company to procure
a judgment in its favor, against any and all Expenses actually and reasonably incurred by Indemnitee in connection with the investigation,
defense, settlement, or appeal of such Proceedings.


 


(c)
Limitations. Notwithstanding anything to the contrary herein, the Company shall not be obligated pursuant to the terms of this
Agreement to indemnify Indemnitee for any acts or omissions or transactions from which a director may not be relieved of liability under
applicable law. Notwithstanding any other provisions contained herein, this Agreement and the rights and obligations of the parties hereto
are subject to the requirements, limitations and prohibitions set forth in state and federal laws, rules, regulations, and orders regarding
indemnification and prepayment of expenses, legal or otherwise, and liabilities, including, without limitation, Section 145 of the DGCL.


 




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4.
Indemnification of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
has been successful on the merits or otherwise in defense of any Proceeding or in defense of any claim, issue or matter therein, including
the dismissal of any action without prejudice, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred
in connection with the investigation, defense or appeal of such Proceeding.


 


5.
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for
some or a portion of any Expenses actually and reasonably incurred by Indemnitee in the investigation, defense, settlement or appeal
of a Proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


6.
Advancement of Expenses. To the extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee in
connection with any Proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such Expenses but, in
the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause
Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice) and upon request of the Company,
an undertaking to repay the advancement of Expenses if and to the extent that it is ultimately determined by a court of competent jurisdiction
in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. Advances shall be unsecured,
interest free and without regard to Indemnitee’s ability to repay the Expenses. Advances shall include any and all Expenses actually
and reasonably incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification under this Agreement,
or otherwise and this right of advancement, including Expenses incurred preparing and forwarding statements to the Company to support
the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall constitute an undertaking providing
that Indemnitee shall, to the fullest extent required by law, repay the advance if and to the extent that it is ultimately determined
by a court of competent jurisdiction in a final judgment, not subject to appeal, that Indemnitee is not entitled to be indemnified by
the Company. The right to advances under this Section 6 shall continue until final disposition of any Proceeding, including any
appeal therein. This Section 6 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section
10(b).


 


7.
Notice and Other Indemnification Procedures.


 


(a)
Notification of Proceeding. Indemnitee will notify the Company in writing promptly upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to Indemnitee under this Agreement or otherwise.


 


(b)
Request for Indemnification and Indemnification Payments. Indemnitee shall notify the Company promptly in writing upon receiving
notice of any demand, judgment or other requirement for payment that Indemnitee reasonably believes to the subject to indemnification
under the terms of this Agreement, and shall request payment thereof by the Company. Indemnification payments requested by Indemnitee
under Section 3 shall be made by the Company no later than sixty (60) days after receipt of the written request of Indemnitee.
Claims for advancement of Expenses shall be made under the provisions of Section 6.


 




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(c)
Application for Enforcement. In the event the Company fails to make timely payments as set forth in Section 6 or Section
7(b), Indemnitee shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s
right to indemnification or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or Proceeding, the burden
of proof shall be on the Company to prove by that indemnification or advancement of Expenses to Indemnitee is not required under this
Agreement or permitted by applicable law. Any determination by the Company (including the Company’s board of directors (the “Board
of Directors”), stockholders or independent counsel) that Indemnitee is not entitled to indemnification hereunder, shall not
be a defense by the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement
of Expenses hereunder.


 


(d)
Indemnification of Certain Expenses. The Company shall indemnify Indemnitee against all Expenses incurred in connection with any
hearing or Proceeding under this Section 7 unless the Company prevails in such hearing or Proceeding on the merits in all material
respects.


 


8.
Assumption of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses of any Proceeding, the Company,
if appropriate, shall be entitled to assume the defense of such Proceeding, or to participate to the extent permissible in such Proceeding,
with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel by
the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee
with respect to the same Proceeding, provided that Indemnitee shall have the right to employ separate counsel in such Proceeding at Indemnitee’s
sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers a written notice to the Company stating
that such counsel has reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct
of any such defense or the Company shall not, in fact, have employed counsel or otherwise actively pursued the defense of such Proceeding
within a reasonable time, then in any such event the fees and Expenses of Indemnitee’s counsel to defend such Proceeding shall
be subject to the indemnification and advancement of Expenses provisions of this Agreement.


 


9.
Liability Insurance. The Company shall maintain a policy or policies of insurance with reputable insurance companies providing
the directors of the Company with coverage for any liability asserted against, or incurred by, Indemnitee or on Indemnitee’s behalf
by reason of the fact that Indemnitee is or was or has agreed to serve as a director of the Company or arising out of the Indemnitee’s
status as such, whether or not the Company would have the power to indemnify Indemnitee against such liability under the provisions of
this Agreement; provided, however, that the Company shall have no obligation to obtain or maintain such policies if the
Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate
to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient
benefit, or the Indemnitee is covered by similar insurance maintained by a subsidiary of the Company; provided, further,
that no discontinuation or significant reduction in the scope or amount of coverage from one policy period to the next, to the extent
such reduction affects the coverage of the Indemnitee, shall be effective without the prior approval thereof by a majority vote of the
Board of Directors, if the scope or amount of coverage of Indemnitee is not maintained to the maximum extent of the coverage available
for any director of the Company, without the prior written consent of the Indemnitee (not to be unreasonably withheld or delayed). If
the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of the commencement of an action,
suit or proceeding, the Company shall give prompt notice of the commencement of such action, suit or proceeding to the insurers in accordance
with the procedures set forth in the policy. The Company shall thereafter take all necessary or desirable action to cause such insurers
to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policy.


 




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10.
Exceptions.


 


(a)
Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee on account of any Proceeding with respect to (i) remuneration paid to Indemnitee if it is determined
by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company
and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under
the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication, as indicated in Section 10(d)); (ii) a final judgment rendered against Indemnitee for
an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against
Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company
that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit,
pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or other provisions of any federal, state
or local statute or rules and regulations thereunder; (iii) a final judgment or other final adjudication that Indemnitee’s conduct
was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific
determination); or (iv) on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s
duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes
of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying Proceeding or action in connection
with which indemnification is sought or a separate Proceeding or action to establish rights and liabilities under this Agreement.


 


(b)
Claims Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify
or advance Expenses to Indemnitee with respect to Proceedings or claims initiated or brought by Indemnitee against the Company or its
directors, officers, employees or other Agents and not by way of defense, except (i) with respect to Proceedings brought to establish
or enforce a right to indemnification under this Agreement or under any other agreement, provision in the Bylaws or Certificate of Incorporation
or applicable law, or (ii) with respect to any other Proceeding initiated by Indemnitee that is either approved by the Board of Directors
or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses may be provided
by the Company in specific cases if the Board of Directors determines it to be appropriate.


 




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(c)
Unauthorized Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to
the terms of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a Proceeding effected
without the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement;
provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability
for indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such Proceeding and determines
in good faith that such settlement is not in the best interests of the Company and its stockholders.


 


(d)
Securities Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant
to the terms of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by
the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or in any
registration statement filed with the U.S. Securities and Exchange Commission under the Securities Act. Indemnitee acknowledges that
paragraph (h) of Item 512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration
statement filed under the Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection
with any liability under the Act on public policy grounds to a court of appropriate jurisdiction and to be governed by any final adjudication
of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions of this Agreement and to be bound
by any such undertaking.


 


11.
Nonexclusivity and Survival of Rights. The provisions for indemnification and advancement of Expenses set forth in this Agreement
shall not be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law,
the Certificate of Incorporation, Bylaws or other agreements, both as to action in Indemnitee’s official capacity and Indemnitee’s
action as an Agent of the Company, in any court in which a Proceeding is brought, and Indemnitee’s rights hereunder shall continue
after Indemnitee has ceased acting as an Agent of the Company and shall inure to the benefit of the heirs, executors, administrators
and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be binding on the Company
and its successors and assigns until terminated in accordance with its terms. The Company shall require any successor (whether direct
or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, 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.


 




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No
amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this
Agreement in respect of any action taken or omitted by such Indemnitee in his or her corporate status prior to such amendment, alteration
or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Certificate of Incorporation, Bylaws and this Agreement, it is the intent of the
parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein
conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment
of any right or remedy hereunder, or otherwise, by Indemnitee shall not prevent the concurrent assertion or employment of any other right
or remedy by Indemnitee.


 


12.
Term. This Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee shall
have ceased to serve as a director or and/or officer, employee or Agent of the Company; or (b) one (1) year after the final termination
of any Proceeding, including any appeal then pending, in respect to which Indemnitee was granted rights of indemnification or advancement
of Expenses hereunder.


 


No
legal action shall be brought and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an
Indemnitee’s estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from
the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released
unless asserted by the timely filing of a legal action within such five-year period; provided, however, that if any shorter period of
limitations is otherwise applicable to such cause of action, such shorter period shall govern.


 


13.
Subrogation. 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, who, at the request and expense of the Company, shall execute all papers required and shall
do everything that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.


 


14.
Interpretation of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so
as to provide indemnification to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.
Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever,
(a) the validity, legality and enforceability of the remaining provisions of the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any such provision
held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect to Section 14.


 




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16.
Amendment and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed
in writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17.
Notice. Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be
given to or served upon the parties hereto shall be in writing and, if by telegram, telecopy or telex, shall be deemed to have been validly
served, given or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly served,
given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered three (3) business
days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and addressed to the party
or parties to be notified at the addresses set forth on the signature page of this Agreement (or such other address(es) as a party may
designate for itself by like notice). If to the Company, notices and demands shall be delivered to the attention of the Secretary of
the Company.


 


18.
Governing Law. This Agreement shall be governed exclusively by and construed and enforced in accordance with the laws of the State
of Delaware applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.


 


19.
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 shall constitute but one and the same Agreement. Only one such counterpart need be produced to
evidence the existence of this Agreement.


 


20.
Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction hereof.


 


21.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof
and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties with respect to the subject
matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance of the Certificate
of Incorporation, Bylaws, the DGCL and any other applicable law, and shall not be deemed a substitute therefor, and does not diminish
or abrogate any rights of Indemnitee thereunder.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	SONDORS
    INC., a Delaware corporation
	 	 
	 	By:	               
	 	 	
	 	 	
	 	 	 
	 	Address
    for Notice:
	 	 
	 	23823
    Malibu Road, Suite 50 #129
	 	Malibu,
    CA 90265
	 	Attn:
    President
	 	 
	 	INDEMNITEE
	 	 
	 	
	 	Signature
    of Indemnitee
	 	 
	 	
	 	Print
    or Type Name of Indemnitee
	 	 
	 	Address
    for Notice: