Exhibit 10.5


 


POLAR POWER, INC.


 


INDEMNIFICATION AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (this “Agreement”) dated as of [●], 2016, is made by and between
Polar Power, 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.


 




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(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.


 


(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.


 




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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.


 


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.


 




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(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.


 


(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.


 


	 	POLAR POWER, INC., a Delaware corporation
	 	 	 
	 	By:	 
	 	 	Arthur D. Sams
	 	 	President and Chief Executive Officer
	 	 	 
	 	Address for Notice:
	 	 
	 	249 E. Gardena Boulevard
	 	Gardena, CA 90248
	 	Attn:  President
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	Signature of Indemnitee
	 	 
	 	 
	 	Print or Type Name of Indemnitee
	 	 
	 	Address for Notice: