Exhibit 10.2


 


PHOENIX MOTOR, INC.


 


INDEMNIFICATION AGREEMENT


 


This INDEMNIFICATION AGREEMENT (this
 “Agreement”) is dated as of June __, 2022and is between Phoenix Motor, Inc., a Delaware corporation
(the “Company”), and the undersigned indemnified party (the “Indemnitee”).


 


RECITALS


 


A. Indemnitee’s
service to the Company substantially benefits the Company.


 


B. Individuals
are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate
protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.


 


C. Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate
under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.


 


D. In
order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to
contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.


 


E. This
Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and
bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement
be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.


 


AGREEMENT


 


The parties agree as
follows:


 


1.
Definitions.


 


(a) “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as
amended; provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner solely
by reason of (i) the stockholders of the Company approving a merger of the Company with another Person, or entering into tender
or support agreements relating thereto, provided such merger was approved by the Company’s board of directors, or (ii) the
Company’s board of directors approving a sale of securities by the Company to such Person.


 


(b) A
 “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:


 


(i) Acquisition
of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner (as defined below), directly or indirectly,
of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities;


 


(ii) Change
in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constituted the Company’s board of directors and any Approved Directors cease for
any reason to constitute a majority of the members of the Company’s board of directors. “Approved Directors”
means new directors whose election or nomination by the board of directors 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 such two-year period or whose election or nomination for
election was previously so approved; or


 






     


     


    

 


(iii) Corporate
Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation
that 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 outstanding immediately after such merger or consolidation and
with the power to elect a majority of the board of directors or other governing body of such surviving entity.


 


(c) “Corporate
Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or any other Enterprise, including as a deemed fiduciary thereto.


 


(d) “DGCL”
means the General Corporation Law of the State of Delaware.


 


(e) “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.


 


(f) “Enterprise”
means the Company and any other corporation, partnership, limited liability company, 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, trustee, general partner, managing member,
officer, employee, agent or fiduciary.


 


(g) “Expenses”
include all reasonably and actually incurred attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, 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, or otherwise participating in, a Proceeding. Expenses 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, supersede as bond or other appeal bond or their equivalent, and (ii) for purposes of Section 10(d),
Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this
Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(h) “Independent
Counsel” means a law firm, or a partner or 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, any Enterprise or Indemnitee in
any matter material to any such party (other than as Independent Counsel with respect to matters concerning Indemnitee under this Agreement,
or other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim
for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or
Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(i) “Person”
shall have the meaning used for such term in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided,
however, that Person shall exclude (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.


 


(j) “Proceeding”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative or investigative nature, whether formal or informal, including any appeal therefrom and including without limitation any
such Proceeding pending as of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party,
a non-party witness, deponent or otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of
the Company, (ii) any action taken by Indemnitee or any action or inaction on Indemnitee’s part while acting as a director
or officer of the Company, or (iii) the fact that he or she is or was serving at the request of the Company as a director, trustee,
general partner, managing member, officer, employee, agent or fiduciary of the Company or any other Enterprise, in each case whether
or not serving in such capacity at the time any liability or Expense is incurred for which indemnification or advancement of expenses
can be provided under this Agreement.


 






    2


     


    

 


(k) “to
the fullest extent permitted by applicable law” means to the fullest extent permitted by all applicable laws, including
without limitation: (i) the fullest extent permitted by DGCL as of the date of this Agreement and (ii) the fullest extent authorized
or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that increase the extent to which
a corporation may indemnify its officers and directors.


 


(l) In
connection with any Proceeding relating to an employee benefit plan: references to “fines” shall include any
excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at the request of the
Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries,
including as a deemed fiduciary thereto; and a person who acted in good faith and in a manner he or she reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.


 


2.
Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2
if Indemnitee is, or is threatened to be made, a party to or witness or other 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 2, Indemnitee shall be indemnified
to the fullest extent permitted by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 


3.
Indemnity in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the
provisions of this Section 3 if Indemnitee is, or is threatened to be made, a party to or a witness or other participant in any
Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall
be indemnified to the fullest extent permitted by applicable law against all Expenses incurred by Indemnitee or on his or her behalf
in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under
this Section 3 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent
jurisdiction to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the
Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery
or such other court shall deem proper.


 


4. Indemnification
for Expenses of a Party Who is wholly or partly Successful. To the extent that Indemnitee is a party to, and is successful
(on the merits or otherwise) in defense of, any Proceeding or any claim, issue or matter therein, the Company shall indemnify Indemnitee
against all Expenses incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. For purposes of this Section 4
and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal (with or without prejudice),
motion for summary judgment, settlement (with or without court approval), or upon a plea of nolo contendere or its equivalent shall be
deemed to be a successful result as to such claim, issue or matter.


 


5.
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make
any indemnity in connection with any Proceeding (or any part of any Proceeding):


 


(a) for
which payment has actually been made to or on behalf of Indemnitee under any statute, insurance policy, indemnity provision, vote or
otherwise, except with respect to any excess beyond the amount paid; provided, however, that payment made to
Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any amounts otherwise
indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to Indemnitee pursuant
to this Agreement;


 






    3


     


    

 


(b) for
an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement
arrangements);


 


(c) for
any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized
by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended
(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), if Indemnitee is held liable therefor
(including pursuant to any settlement arrangements);


 


(d) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or
the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 10(d) or (iv) otherwise
required by applicable law; provided, for the avoidance of doubt, Indemnitee shall not be deemed for purposes of this paragraph,
to have initiated any Proceeding (or any part of a Proceeding) by reason of (i) having asserted any affirmative defenses in connection
with a claim not initiated by Indemnitee or (ii) having made any counterclaim (whether permissive or mandatory) in connection with
any claim not initiated by Indemnitee; or


 


(e) if
prohibited by the DGCL or other applicable law.


 


6. Advances
of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its
final disposition, and such advancement shall be made as soon as reasonably practicable, but in any event no later than 30 days, after
the receipt by the Company of a written statement or statements requesting such advances from time to time (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 expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not
be included with the invoice). Advances shall be unsecured and interest free, made without regard to Indemnitee’s ability to repay
such advances, and made without regard to Indemnitee’s entitlement to and availability of insurance coverage, including advancement,
payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable insurance policy (including,
without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed by the insurer(s)). Indemnitee
hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company, except, with respect to advances of expenses made pursuant to Section 10(c), in which case Indemnitee makes the
undertaking provided in Section 10(c). No other undertaking shall be required. This Section 6 shall not apply to the extent
advancement is prohibited by law (as determined by a court of competent jurisdiction in a final adjudication not subject to further appeal).
The Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement. Without limiting the generality or effect of the
foregoing, within thirty days after any request by Indemnitee, the Company shall, in accordance with such request (but without duplication),
(a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses,
or (c) reimburse Indemnitee for such Expenses.


 


7.
Procedures for Notification and Defense of Claim.


 


(a) Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of
Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. . The failure by Indemnitee to notify
the Company will not relieve the Company from any liability that it may have to Indemnitee hereunder or otherwise than under this Agreement,
and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except to the extent that such failure
or delay materially prejudices the Company.


 


(b) If,
at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’
liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the
Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take
all commercially reasonable 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 policies. Further, if requested by Indemnitee, within two business days of such request the Company
will instruct the insurance carriers and the Company’s insurance broker that they may communicate directly with Indemnitee regarding
such claim.


 






    4


     


    

 


(c) In
the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume
the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or
delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or
expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption
of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel
to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company
shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such
defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able to perform
its indemnification obligations, or (iv) the Company shall not have retained, or shall not continue to retain, counsel to defend
such Proceeding. Regardless of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding
at Indemnitee’s personal expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of
any claim brought by or in the right of the Company. Indemnitee agrees that any such separate counsel retained by indemnitee will be
a member of any approved list of panel counsel under the Company’s applicable directors’ and officers’ liability insurance
policy, should the applicable policy provide for a panel of approved counsel and should such approved panel list comprise law firms with
well-established reputations in the type of litigation at issue. (For clarity, the fact of a firm’s being part of a panel shall
not be evidence of a firm’s having a well-established national reputation for the type of litigation at issue).


 


(d) Indemnitee
shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.


 


(e) The
Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) effected without the Company’s
prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The Company acknowledges that a settlement or
other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption and
uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in a settlement to which the
Company has given its prior written consent, such settlement shall be treated as a success on the merits in the settled action, suit
or proceeding.


 


(f) The
Company shall not settle any Proceeding (or any part thereof) in a manner that imposes any penalty or liability on Indemnitee not paid
by the Company without Indemnitee’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. The
Company shall not, on its own behalf, settle any part of any Proceeding to which Indemnitee is party with respect to other parties (including
the Company) if any portion of such settlement is to be funded from corporate insurance proceeds unless approved by (i) the written
consent of Indemnitee or (ii) a majority of the independent directors of the board; provided, however, that the right to constrain
the Company’s use of corporate insurance as described in this section shall terminate at the time the Company concludes (per the
terms of this Agreement) that (i) Indemnitee is not entitled to indemnification pursuant to this agreement, or (ii) such indemnification
obligation to Indemnitee has been fully discharged by the Company.


 


8.
Procedures upon Application for Indemnification.


 


(a) To
obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification following the final disposition of the Proceeding. Any delay in providing the request will not relieve
the Company from its obligations under this Agreement, except to the extent such failure is prejudicial.


 






    5


     


    

 


(b) Upon
written request by Indemnitee for indemnification pursuant to Section 8(a), a determination with respect to Indemnitee’s entitlement
thereto shall be made as follows, provided that a Change in Control shall not have occurred: (i) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Company’s board of directors; (ii) by a committee of Disinterested Directors
designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Company’s board of directors;
(iii) if there are no such Disinterested Directors or, if a majority of Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee; or (iv) if so
directed by the Company’s board of directors, by the stockholders of the Company. If a Change in Control shall have occurred, a
determination with respect to Indemnitee’s entitlement to indemnification shall be made by Independent Counsel in a written opinion
to the Company’s board of directors, a copy of which shall be delivered to Indemnitee. If it is determined that Indemnitee is entitled
to indemnification, payment to Indemnitee shall be made within ten days after such determination. 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 that is not privileged or otherwise
protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or
expenses (including attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the
person, persons or entity making such determination shall be borne by the Company, to the extent permitted by applicable law.


 


(c) In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 8(b), the
Independent Counsel shall be selected as provided in this Section 8(c). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising
him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after
such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, 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 1, and the objection shall set forth with
particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected shall act as Independent
Counsel. If 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 a court has determined that such objection is without merit. If, within 20 days after
the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 8(a) and (ii) the
final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or Indemnitee may petition
a court of competent jurisdiction for resolution of any objection that shall have been made by the Company or Indemnitee to the other’s
selection of Independent Counsel and for the appointment as Independent Counsel of a person selected by the court or by such other person
as the court shall designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act
as Independent Counsel under Section 8(b). Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 10(a),
the Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards
of professional conduct then prevailing).


 


(d) The
Company shall pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any and all
Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(e) If the person
or persons so empowered to make a determination pursuant to Section 8(b) hereof shall have failed to make the requested determination
within ninety (90) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo
contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable
the Corporation to determine Indemnitee’s entitlement to indemnification, the requisite determination that Indemnitee is entitled
to indemnification shall be deemed to have been made.


 


9.
Presumptions and Effect of Certain Proceedings.


 


(a) In
making a determination with respect to entitlement to indemnification hereunder, the person, persons or entity making such determination
shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement, and
the Company shall, to the fullest extent not prohibited by law, have the burden of proof to overcome that presumption by clear and convincing
evidence.


 






    6


     


    

 


(b) 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 that he or she 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 his or her conduct was unlawful.


 


(c) For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied
in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied
to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise
or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or
reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected
with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 11(c) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


(d) Neither
the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.


 


10.
Remedies of Indemnitee.


 


(a) Subject
to Section 10(e), in the event that (i) a determination is made pursuant to Section 9 that Indemnitee is not entitled
to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 6 or 10(d), (iii) no
determination of entitlement to indemnification shall have been made pursuant to Section 8 within 30 days after the later of the
receipt by the Company of the request for indemnification or the final disposition of the Proceeding, (iv) payment of indemnification
pursuant to this Agreement is not made (A) within ten days after a determination has been made that Indemnitee is entitled to indemnification
or (B) with respect to indemnification pursuant to Sections 4, 5 and 10(d), within 30 days after receipt by the Company of a written
request therefor, or (v) the Company or any other person or entity 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, Indemnitee
the benefits provided or intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court
of competent jurisdiction of his or her entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee,
at his or her option, may seek an award in arbitration with respect to his or her entitlement to such indemnification or advancement
of Expenses, to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 12 months following the date on which
Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided, however, that
the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or her rights under Section 4.
The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration in accordance with this Agreement.


 


(b) Neither
(i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel
or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has
met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or
subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct,
shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall
have been made pursuant to Section 8 that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration
commenced pursuant to this Section 10 shall be conducted in all respects as a de novo trial, or arbitration, on
the merits, and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 10, the Company shall, to the fullest extent not prohibited by law, have the burden of proving
Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be, and the burden of proof shall be by clear
and convincing evidence.


 






    7


     


    

 


(c) The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 10 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. If a determination shall have been made pursuant
to Section 10 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 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statements not materially misleading, in connection with the request for indemnification,
or (ii) a prohibition of such indemnification under applicable law.


 


(d) The
Company shall indemnify Indemnitee against all Expenses incurred by Indemnitee in connection with any action for indemnification or advancement
of Expenses from the Company under this Agreement, any other agreement, the Company’s certificate of incorporation or bylaws or
under any directors’ and officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful
in such action, and, if requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 30 days, after
receipt by the Company of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 6.
Indemnitee hereby undertakes to repay such advances to the extent the Indemnitee is ultimately unsuccessful in such action or arbitration.


 


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


 


11. Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments,
fines or amounts paid or to be paid in settlement, in connection with any claim relating to an indemnifiable event under this Agreement,
in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a result of the events and transactions giving rise to such Proceeding; and
(ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with
such events and transactions. The Company hereby agrees to fully indemnify and hold harmless Indemnitee from any claims for contribution
which may be brought by officers, directors or employees of the Company (other than Indemnitee) who may be jointly liable with Indemnitee.


 


12. Non-exclusivity.
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive of any
other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation or
bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. 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 Company’s certificate of incorporation and 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, subject to the restrictions expressly set forth herein
or therein. Except as expressly set forth herein, 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. Except as expressly set forth herein, 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.


 


13.
Primary Responsibility. The Company acknowledges that to the extent Indemnitee is serving as a director on the Company’s
board of directors at the request or direction of a private equity or venture capital fund or other entity and/or certain of its affiliates
(collectively, the “Secondary Indemnitors”), Indemnitee may have certain rights to indemnification and
advancement of expenses provided by such Secondary Indemnitors. The Company agrees that, as between the Company and the Secondary Indemnitors,
the Company is primarily responsible for amounts required to be indemnified or advanced under the Company’s certificate of incorporation
or bylaws or this Agreement and any obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts
is secondary to those Company obligations. To the extent not in contravention of any insurance policy or policies providing liability
or other insurance for the Company or any director, trustee, general partner, managing member, officer, employee, agent or fiduciary
of the Company or any other Enterprise, the Company waives any right of contribution or subrogation against the Secondary Indemnitors
with respect to the liabilities for which the Company is primarily responsible under this Section 13. In the event of any payment
by the Secondary Indemnitors of amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate
of incorporation or bylaws or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee for indemnification or advancement of expenses under the Company’s certificate of incorporation
or bylaws or this Agreement or, to the extent such subrogation is unavailable and contribution is found to be the applicable remedy,
shall have a right of contribution with respect to the amounts paid. The Secondary Indemnitors are express third-party beneficiaries
of the terms of this Section 13.


 






    8


     


    

 


14.
No Duplication of Payments. Subject to Section 13, the Company shall not be liable under this Agreement to make any payment
of amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has
otherwise actually received payment for such amounts under any insurance policy, contract, agreement or otherwise; provided, however,
that payment made to Indemnitee pursuant to an insurance policy purchased and maintained by Indemnitee at his or her own expense of any
amounts otherwise indemnifiable or obligated to be made pursuant to this Agreement shall not reduce the Company’s obligations to
Indemnitee pursuant to this Agreement.


 


15. Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general
partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall
be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable
position. In the event of a change of control or the Company’s becoming insolvent, the Company shall maintain in force any and
all insurance policies then maintained by the Company in providing insurance—directors’ and officers’ liability, fiduciary,
employment practices or otherwise--in respect of the individual directors and officers of the Company, for a fixed period of
six years thereafter (a “Tail Policy”). Such coverage shall be non-cancellable and shall be placed and serviced
for the duration of its term by the Company’s incumbent insurance broker. Such broker shall place the Tail policy with the incumbent
insurance carriers using the policies that were in place at the time of the change of control event (unless the incumbent carriers will
not offer such policies, in which case the Tail Policy placed by the Company’s insurance broker shall be substantially comparable
in scope and amount as the expiring policies, and the insurance carriers for the Tail Policy shall have an AM Best rating that is the
same or better than the AM Best ratings of the expiring policies).


 


16.
Subrogation. Subject to Section 13, in the event of any payment under this Agreement, the Company shall be subrogated
to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action
necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce
such rights.


 


17.
Services to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company,
as a director, trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as
Indemnitee is duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee
may at any time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by
operation of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position.
This Agreement shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.
Indemnitee specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will,
and Indemnitee may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise
expressly provided in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any
Enterprise), any existing formal severance policies adopted by the Company’s board of directors or, with respect to service as
a director or officer of the Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such document shall
be subject to any oral modification thereof.


 


18. Duration.
All the rights and privileges afforded by this agreement, including the right to indemnification and the advancement of legal fees provided
under this Agreement, shall continue as to Indemnitee for any action taken or not taken while serving in an indemnified capacity pertaining
to an Indemnifiable Event even though Indemnitee may have ceased to serve in such capacity at the time of any Proceeding.


 






    9


     


    

 


19.
Successors. This Agreement shall be binding upon the Company and its 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, and
shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and administrators. Further, the Company shall require
and cause 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, by written agreement, 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.


 


20.
Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail
to do any act in violation of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform
its obligations under this Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement
shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) 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 shall remain enforceable to the fullest extent permitted by law; (ii) 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 (iii) 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.


 


21. Enforcement. Monetary
Damages Insufficient/Specific Performance. 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 as a director or officer of the Company. The Company
and Indemnitee agree that a monetary remedy for breach of this Agreement may be inadequate, impracticable and difficult of proof, and
further agree that such breach may cause Indemnitee irreparable harm. Accordingly, the parties hereto agree that Indemnitee may enforce
this Agreement by seeking injunctive relief and/or specific performance hereof, without any necessity of showing actual damage or irreparable
harm (having agreed that actual and irreparable harm will result in not forcing the Company to specifically perform its obligations pursuant
to this Agreement) and that by seeking injunctive relief and/or specific performance, Indemnitee shall not be precluded from seeking
or obtaining any other relief to which he may be entitled. The Company and Indemnitee further agree that Indemnitee shall be entitled
to such specific performance and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions,
without the necessity of posting bonds or other undertaking in connection therewith. The Company acknowledges that in the absence of
a waiver, a bond or undertaking may be required of Indemnitee by the Court, and the Company hereby waives any such requirement of a bond
or undertaking. If Indemnitee seeks mandatory injunctive relief, it shall not be a defense to enforcement of the Company’s obligations
set forth in this Agreement that Indemnitee has an adequate remedy at law for damages


 


22.
Entire Agreement. 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
Company’s certificate of incorporation and bylaws and applicable law.


 


23.
Modification and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing
by the parties hereto. No amendment, alteration or repeal of this Agreement shall adversely affect 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. No waiver of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this
Agreement nor shall any waiver constitute a continuing waiver.


 


24.
Notices. All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered
or certified mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service
addressed:


 


(a) if
to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of this
Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or


 


(b) if
to the Company, to Phoenix Motor Inc., 1500 Lakeview Loop, Anahein, CA, Attention: Chief Financial Officer, or at such other current
address as the Company shall have furnished to Indemnitee.


 






    10


     


    

 


Each such notice or
other communication shall for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand,
messenger or courier service, when delivered (or if sent via a nationally-recognized overnight courier service, freight
prepaid, specifying next-business-day delivery, one business day after deposit with the courier), or (ii) if sent via
mail, at the earlier of its receipt or five days after the same has been deposited in a regularly-maintained receptacle for the deposit
of the United States mail, addressed and mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer
or, if sent via electronic mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during
normal business hours of the recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next
business day.


 


25.
Applicable Law and Consent to Jurisdiction. This Agreement shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 10(a), the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any
action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court of Chancery, and
not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit
to the exclusive jurisdiction of the Delaware Court of Chancery for purposes of any action or proceeding arising out of or in connection
with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware,
The Corporation Trust Company, Wilmington, Delaware as its agent in the State of Delaware as such party’s agent for acceptance
of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served
upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding
brought in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.


 


26.
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 one and the same Agreement. This Agreement may also be executed and delivered
by facsimile signature and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute 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.


 


27.
Captions. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction thereof.


 


(signature page follows)


 






    11


     


    

 


The parties are signing
this Indemnification Agreement as of the date stated in the introductory sentence.


 





	 	PHOENIX MOTOR, INC.






 


	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 





 





	 	 
	 	[INDEMNITEE
    NAME]


 


	 	Address:	 



 


	 	 	 



 






    12