Exhibit
10.4


 


ADS-TEC
ENERGY PLC


 


This
Deed of Indemnification (“Deed”) is made as of          2021
by and between ads-tec Energy plc, a public limited company incorporated in Ireland (registered number 700539) having its registered
office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland (the “Company”), Ads-Tec Energy GmbH (entered in
the commercial register of the Stuttgart Local Court under registered number HRB 762810) (“Ads-Tec Germany”
and together with the Company, the “Indemnitors”) and [●] (the “Indemnitee”).


 


RECITALS


 


WHEREAS,
the Indemnitors desire to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Indemnitors,
their holding companies and subsidiaries (each a “Group Company” or together the “Group”);


 


WHEREAS,
in order to induce Indemnitee to continue to provide services to the Group, the Indemnitors wish to provide for the indemnification
of, and advancement of expenses to, Indemnitee to the Maximum Extent Permitted by Law;


 


WHEREAS,
it is reasonable and prudent for the Indemnitors contractually to obligate themselves to indemnify, and to advance expenses on
behalf of, such persons to the Maximum Extent Permitted by Law so that they will serve or continue to serve the Group free from
undue concern that they will not be so indemnified; and


 


WHEREAS,
this Deed is a supplement to and in furtherance of the indemnification provided in the governing documents or otherwise by law
or statute applicable to the Indemnitors and/or any Group Company, any resolutions adopted pursuant thereto, and shall not be
deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


NOW,
THEREFORE, the Indemnitors and Indemnitee do hereby covenant and agree as follows:


 


Section
1. Services to the Indemnitors and/or the Group. Indemnitee agrees to serve as a director, secretary, officer and/or executive
of any one or more of the Group Companies. Indemnitee may at any time and for any reason resign from such positions (subject to
any other contractual obligation or any obligation imposed by law). This Deed shall not be deemed an employment contract between
the Indemnitors (or any one or more Group Company or any Enterprise) and Indemnitee. The foregoing notwithstanding, this Deed
shall continue in force after Indemnitee has ceased to serve as a director, secretary, officer and/or executive of the Indemnitors
and/or any one or more of the Group Companies as the case may be.


 


Section
2. Definitions.


 


As
used in this Deed:


 


(a)
“Corporate Status” describes the status of a person as a current or former Representative of a Group Company
or of any other Enterprise which such person is or was serving at the request of the Indemnitors or a Group Company.


 






     


     


    

 




(b)
“Enforcement Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript
costs, fees 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 an action
to enforce indemnification or advancement rights, or an appeal from such action, including, without limitation, the premium, security
for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent.


 



(c)
“Enterprise” shall mean any domestic or foreign, for-profit or not-for-profit, corporation (other than a Group
Company), limited liability company, partnership, joint venture, trust, employee benefit plan or other legal entity of which Indemnitee
is or was serving as a Representative at the request of the Indemnitors or a Group Company.


 


(d)
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs (including trial and
all appeals), transcript costs, fees 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 or an appeal resulting from a Proceeding, including without limitation the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(f)
“Indemnifiable Event” shall mean any event or occurrence that takes place either prior to or after the execution
of this Deed, related to the fact that Indemnitee is or was a director, secretary, officer and/or executive of the Indemnitors
or a Group Company, or while a director, secretary, officer and/or executive of the Indemnitors or a Group Company is or was serving
at the request of such entity as a director, officer, secretary, employee, trustee, agent, or fiduciary of another foreign or
domestic corporation, partnership, limited liability company, joint venture, employee benefit plan, trust, or other Enterprise,
or related to anything done or not done by Indemnitee in any such capacity, whether or not the basis of the Proceeding is alleged
action in an official capacity as a director, officer, secretary, employee, trustee, agent, or fiduciary or in any other capacity
while serving as a director, officer, secretary, employee, trustee, agent, or fiduciary.


 


(g)
“Independent Counsel” shall mean a law firm, or a partner (or, if applicable, member) of such a law firm, that
is experienced in matters of applicable law and neither presently is, nor in the past five years has been, retained to represent:
(i) the Indemnitors, a Group Company, or any Indemnitee in any matter material to any such party (other than with respect to matters
concerning Indemnitee under this Deed, or of other indemnitees under similar indemnification agreements with the Indemnitors or
a Group Company), 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 Indemnitors or a Group Company
or Indemnitee in an action to determine Indemnitee’s rights under this Deed except to the extent that any such conflict
of interest has been waived by the parties so conflicted or potentially conflicted. The Indemnitors agree to pay the reasonable
fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against any and all expenses,
claims, liabilities and damages arising out of or relating to this Deed or its engagement pursuant hereto.


 


(h)
“Losses” shall mean any and all Expenses, damages, losses, liabilities, judgments, fines penalties (whether
civil, criminal, or otherwise), and amounts paid or payable in settlement, interest, assessments, and all other charges paid or
payable by Indemnitee or on his or her behalf 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 or an appeal resulting from a Proceeding, or
any claim, issue, or matter therein.


 



    - 2 -


     


    

 





(h)
“Maximum Extent Permitted by Law” shall include, but not be limited to, the maximum extent authorized or permitted
by (i) applicable law, as such laws may from time to time be amended to increase the scope of such permitted indemnification,
(ii) the provisions of the applicable governing documents of an Indemnitor that authorize, permit or contemplate indemnification
by agreement, court action or the corresponding provision of any amendment to or replacement of such provisions, (iii) any amendments
to or replacements of applicable law, and (iv) governing documents of the Indemnitors adopted after the date of this Deed that
either increase or decrease the extent to which a company may indemnify its directors, secretaries, officers and executives.


 


(i)
“Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternative dispute
resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought in the right of the Indemnitors, any Group Company or otherwise and whether of a civil, criminal, administrative
or investigative nature, in which Indemnitee was, is or will be involved as a party, witness, or otherwise by reason of the fact
that Indemnitee is or was a Representative of the Indemnitors or any Group Company or is or was serving at the request of the
Indemnitors or any Group Company as Representative of any Enterprise or by reason of any action taken by him or her or of any
action taken on his or her part while acting as a Representative of the Indemnitors or any Group Company or while serving at the
request of the Indemnitors or any Group Company as a Representative of any Enterprise, in each case whether or not serving in
such capacity at the time any liability or expense is incurred for which indemnification, reimbursement or advancement of expenses
can be provided under this Deed; provided, however, that the term “Proceeding” shall not include any action, suit
or arbitration, or part thereof, initiated by Indemnitee to enforce Indemnitee’s rights under this Deed as provided for
in Section 11(a) of this Deed.


 


(j)
“Representative” shall mean a person occupying the position or discharging the functions of a director, officer,
employee, fiduciary, trustee or agent thereof, regardless of the name or title by which the person may be designated. The term
does not imply that a director, secretary, officer or executive, as such, is an agent of a corporation.


 


Section
3. Indemnity. To the Maximum Extent Permitted by Law, the Indemnitors shall indemnify Indemnitee in accordance with the
provisions of this Section 3 in the event the Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding
relating in whole or in part to an Indemnifiable Event. Pursuant to this Section 3, Indemnitee shall be indemnified to the Maximum
Extent Permitted by Law against all Losses, 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 Indemnitors or any Group Company and, in the case of a criminal proceeding,
had no reasonable cause to believe that his or her conduct was unlawful, in each case, as determined in accordance with Section
9; provided, however, that the Indemnitors have no obligation to indemnify the Indemnitee for amounts paid in settlement without
the Indemnitors’ prior written consent.


 


Section
4. Indemnification for Expenses of a Party who is Wholly or Partly Successful. Notwithstanding any other provisions of
this Deed and except as provided in Section 8, to the extent that Indemnitee is a party to or a participant in any Proceeding
or defense of any claim, issue or matter therein, relating in whole or in part to an Indemnifiable Event, and Indemnitee is successful
(on the merits or otherwise) then the Indemnitors shall indemnify Indemnitee, to the Maximum Extent Permitted by Law, against
all Expenses actually and reasonably incurred by him or her in connection therewith. If Indemnitee is not wholly successful in
such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in
such Proceeding, the Indemnitors shall indemnify Indemnitee to the Maximum Extent Permitted by Law against all Expenses actually
and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue or matter.
For the purposes of this Section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 






    - 3 -


     


    

 


Section
5. Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Deed, to the extent that Indemnitee
is, by reason of his or her Corporate Status, a witness in any Proceeding to which Indemnitee is not a party and is not threatened
to be made a party, to The Maximum Extent Permitted by Law, he or she shall be indemnified against all Expenses actually and reasonably
incurred by him or her or on his or her behalf in connection therewith.


 


Section
6. Exclusions. Notwithstanding any provision in this Deed to the contrary, the Indemnitors shall not be obligated under
this Deed:


 


(a)
to make any indemnity for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to
the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise,
except with respect to any excess beyond the amount paid under any such insurance policy, contract, agreement or other indemnity
provision;


 


(b)
to make any indemnity for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities
of a Group Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, of the United States
of America or similar provisions of U.S. state statutory law or common law;


 


(c)
to make any indemnity or advancement in connection with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Indemnitors or any Group Company
or their directors, officers, employees or other indemnitees, unless (i) the Indemnitors authorised the Proceeding (or any part
of any Proceeding) prior to its initiation, (ii) the Indemnitors provide the indemnification, in their sole discretion, pursuant
to the powers vested in the Indemnitors under applicable law, (iii) such Proceeding (or any part of any Proceeding) is initiated
after a Change of Control has occurred after the date of this Deed or (iv) such Proceeding (or any part of any Proceeding) is
brought to establish or enforce a right to indemnification under this Deed or any other law, statute or rule; or


 


(d)
to make any indemnity or advancement that is expressly prohibited by applicable law (including, with respect to any Representative,
in respect of any liability expressly prohibited from being indemnified or otherwise limited, including pursuant to section 235
of the Irish Companies Act 2014 (provisions exempting officers from liability void) but (i) in no way limiting any rights
under sections 233 and 234 of the Irish Companies Act 2014 (power of court to grant relief to officers) (including any
successor provisions) or (ii) to the extent any such limitations or prescriptions are amended or determined by a court of competent
jurisdiction to be void or inapplicable, or relief to the contrary is granted, then the Indemnitee shall receive the greatest
rights then available under law.


 




Section
7. Advances of Expenses. The Indemnitors shall advance, to The Maximum Extent Permitted by Law, 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 Indemnitors 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) from time to time, whether prior to or after final disposition of any Proceeding. Advances shall be unsecured and
interest free. Advances shall be made without regard to Indemnitee’s ability to repay the expenses and without regard to
Indemnitee’s ultimate entitlement to indemnification under the other provisions of this Deed. Indemnitee shall qualify for
advances upon the execution and delivery to the Indemnitors of this Deed which shall constitute an undertaking providing that
Indemnitee undertakes to the maximum extent required by law to 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 Indemnitors. The right to advances under this paragraph shall in all events continue until final disposition of any Proceeding,
including any appeal therein. Nothing in this Section 7 shall limit Indemnitee’s right to advancement pursuant to Section
11(e) of this Deed.


 





    - 4 -


     


    

 


Section
8. Procedure for Notification and Defense of Claim.


 


(a)
To obtain indemnification under this Deed, Indemnitee shall submit to the Indemnitors a written request therefor and, if Indemnitee
so chooses pursuant to Section 9 of this Deed, such written request shall also include a request for Indemnitee to have the right
to indemnification determined by Independent Counsel.


 


(b)
The Indemnitors will be entitled to participate in the Proceeding at their own expense.


 


Section
9. Procedure upon Application for Indemnification.


 


(a)
Upon written request by Indemnitee for indemnification pursuant to Section 8(a), a determination, if such determination is required
by applicable law, with respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) by Independent
Counsel in a written opinion to the Indemnitors if Indemnitee so requests in such written request for indemnification pursuant
to Section 8(a), or (ii) by the Indemnitors in accordance with applicable law if Indemnitee does not so request such determination
be made by Independent Counsel. In the case that such determination is made by Independent Counsel, a copy of Independent Counsel’s
written opinion shall be delivered to Indemnitee and the Indemnitors and, if it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within twenty (20) days after such determination. Indemnitee shall cooperate
with the Independent Counsel or the Indemnitors, as applicable, making such determination with respect to Indemnitee’s entitlement
to indemnification, including providing to such counsel or the Indemnitors, upon reasonable advance request, any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee
and reasonably necessary to such determination. To the Maximum Extent Permitted by Law any costs or expenses (including reasonable
attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the Independent Counsel or the Indemnitors
shall be borne by the Indemnitors (irrespective of the determination as to Indemnitee’s entitlement to indemnification)
and the Indemnitors hereby indemnify and agree to hold Indemnitee harmless therefrom.


 


(b)
In the event that Indemnitee exercises his or her right to have his or her entitlement to indemnification determined by Independent
Counsel pursuant to clause (i) of Section 9 (a), the Independent Counsel shall be selected by Indemnitee and notified in writing
to the Indemnitors. The Indemnitors may, within ten (10) days after written notice of such selection, deliver to Indemnitee 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 2 of this
Deed, 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 it has been determined
by arbitration that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee
of a written request for indemnification and Independent Counsel pursuant to Sections 8(a) and 9(a)(i) hereof, respectively, and
(ii) the final disposition of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without
objection, Indemnitee shall be entitled to seek (i) a resolution by means of arbitration pursuant to Section 11(a) of this Deed
of any objection which shall have been made by the Indemnitors to the selection of Independent Counsel, and/or (ii) the appointment
as Independent Counsel of a person selected by an arbitrator. The person with respect to whom all objections are so resolved or
the person so appointed shall act as Independent Counsel under Section 9(a) hereof. Upon the due commencement of an arbitration
pursuant to Section 11(a) of this Deed, Independent Counsel shall be discharged and relieved of any further responsibility in
such capacity (subject to the applicable standards of professional conduct then prevailing).


 






    - 5 -


     


    

 


Section
10. Presumptions and Effect of Certain Proceedings.


 


(a)
In making a determination with respect to entitlement to indemnification hereunder, it shall be presumed that Indemnitee is entitled
to indemnification under this Deed if Indemnitee has submitted a request for indemnification in accordance with Section 8(a) of
this Deed, and the Indemnitors shall have the burden of proof to overcome that presumption in connection with the making of any
determination contrary to that presumption. Neither (i) the failure of the Indemnitors or of Independent Counsel to have made
a determination prior to the commencement of any action pursuant to this Deed that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Indemnitors or by Independent
Counsel that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption
that Indemnitee has not met the applicable standard of conduct.


 


(b)
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Deed) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith
and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Indemnitors or any Group
Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was
unlawful.


 


(c)
The knowledge and/or actions, or failure to act, of any Representative of the Indemnitors, any Group Company or any Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Deed.


 


(d)
Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of an Indemnitor or a Group Company, or, with respect to any criminal Proceeding, to have had no reasonable
cause to believe his conduct was unlawful, if his or her action is based on (i) the records or books of account of an Indemnitor
or a Group Company, including financial statements, (ii) information supplied to him or her by an officer or director of an Indemnitor
or Group Company in the course of such person’s duties, (iii) the advice of legal counsel for an Indemnitor or Group Company,
or of an independent certified public accountant or an appraiser or other expert selected by an Indemnitor or Group Company. The
provisions of this Section shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee
may be deemed to have met the applicable standard of conduct set forth herein.


 






    - 6 -


     


    

 


Section
11. Remedies of Indemnitee.


 


(a)
Subject to Section 11(f), in the event that (i) a determination is made pursuant to Section 9 of this Deed that Indemnitee is
not entitled to indemnification under this Deed, (ii) advancement of Expenses is not timely made pursuant to Section 7 of this
Deed, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 9(a) of this Deed within
sixty (60) days after receipt by the Indemnitors of the request for indemnification that does not include a request for Independent
Counsel, (iv) payment of indemnification is not made pursuant to Section 4 or 5 or the last sentence of Section 9(a) of this
Deed within twenty (20) days after receipt by the Indemnitors of a written request therefor or (v) payment of indemnification
pursuant to Section 3 of this Deed is not made within twenty (20) days after a determination has been made that Indemnitee is
entitled to indemnification, Indemnitee shall be entitled to seek an award in arbitration administered by the International Centre
for Dispute Resolution in accordance with its International Arbitration Rules. All disputes shall be heard by a single arbitrator.
The place of arbitration shall be Dublin, Ireland. The arbitration hearing may take place by way of videoconference. The language
of the arbitration shall be English. Except as may be required by law, neither a party nor its representatives may disclose the
existence, content, or results of any arbitration hereunder without the prior written consent of all parties. The arbitration
award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon
the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.


 


(b)
In the event that a determination shall have been made pursuant to Section 9(a) of this Deed that Indemnitee is not entitled to
indemnification, any arbitration commenced pursuant to this Section 11 shall be conducted in all respects as a de novo arbitration
on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any arbitration commenced pursuant
to this Section 11, the Indemnitors shall have the burden of proving Indemnitee is not entitled to indemnification or advancement,
as the case may be.


 


(c)
If a determination shall have been made pursuant to Section 9(a) of this Deed that Indemnitee is entitled to indemnification,
the Indemnitors shall be bound by such determination in any arbitration commenced pursuant to this Section 11, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)
The Indemnitors shall be precluded from asserting in any arbitration commenced pursuant to this Section 11 that the procedures
and presumptions of this Deed are not valid, binding and enforceable and shall stipulate before any such arbitrator that the Indemnitors
are bound by all the provisions of this Deed.


 


(e)
The Indemnitors shall indemnify Indemnitee against any and all Enforcement Expenses and, if requested by Indemnitee, shall (within
twenty (20) days after receipt by the Indemnitors of a written request therefor) advance, to the Maximum Extent Permitted by Law,
such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee
for indemnification or advancement from the Indemnitors under this Deed or under any liability insurance policies maintained by
the Indemnitors or any Group Company for coverage of any Representatives of the Indemnitors or any Group Company, regardless of
whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement or insurance recovery, as the
case may be, in the suit for which indemnification or advancement is being sought.


 


(f)
Notwithstanding anything in this Deed to the contrary, no determination as to entitlement to indemnification under this Deed shall
be required to be made prior to the final disposition of the Proceeding, including any appeal therein.


 






    - 7 -


     


    

 


Section
12. Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


(a)
The rights of indemnification and to receive advancement as provided by this Deed shall not be deemed exclusive of any other rights
to which Indemnitee may at any time be entitled under applicable law, the governing documents of the Indemnitors, any bylaws,
any agreement, a vote of shareholders or a resolution of directors, or otherwise and rights of the Indemnitee under this deed
shall supplement and be in furtherance of any other such rights. To the Maximum Extent Permitted by Law, no amendment, alteration
or repeal of this Deed or of any provision hereof shall limit or restrict any right of Indemnitee under this Deed 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 law, whether by statute or judicial decision, permits greater indemnification or advancement than
would be afforded currently under any governing documents of the Indemnitors and this Deed, it is hereby agreed by the parties
that Indemnitee shall enjoy by this Deed 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, shall not prevent the concurrent assertion or employment of any other
right or remedy.


 


(b)
If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Indemnitors or any Group Company have
liability insurance in effect covering Representatives of the Indemnitors or any Group Company, the Indemnitors shall give prompt
notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies.
The Indemnitors 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 policies.


 


(c)
In the event of any payment under this Deed, the Indemnitors 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 Indemnitors to bring suit to enforce such rights.


 


(d)
The Indemnitors shall not be liable under this Deed to make any payment of amounts otherwise indemnifiable hereunder or for which
advancement of Expenses is provided hereunder if and to the extent that Indemnitee has otherwise actually received such payment
under any insurance policy, contract, agreement.


 


(e)
The Indemnitors’ obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the
request of the Indemnitors or any Group Company as a Representative of any other Enterprise shall be reduced by any amount Indemnitee
has actually received as indemnification or advancement from such other Enterprise.


 


Section
13. Duration of Deed. This Deed shall continue until and terminate upon the later of: (a) ten (10) years after the date
that Indemnitee shall have ceased to serve as a Representative of the Indemnitors and/or any Group Company as the case may be
or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending in respect of which Indemnitee
is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee pursuant to Section
11 of this Deed relating thereto.


 






    - 8 -


     


    

 


Section
14. Successors and Assigns. This Deed shall be binding upon the Indemnitors and their successors and assigns and shall
inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Indemnitors shall require and cause
any successor (whether direct or indirect by purchase, merger, consolidation, division or otherwise) to all, substantially all
or a substantial part, of the business and/or assets of the Indemnitors, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Deed in the same manner and to the same extent that the Indemnitors
would be required to perform if no such succession had taken place.


 


Section
15. Joint and Several Liability. The Indemnitors expressly confirm and agree that the obligations contained in this Deed
on the part of the Indemnitors shall be construed and take effect as, to the Maximum Extent Permitted by Law, joint and several
obligations of the Company and FF and the act or default of any one of them shall be deemed to be the act or default of each of
them;


 


Section
16. Severability. If any provision or provisions of this Deed is or becomes invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Deed (including without limitation,
each portion of any section of this Deed 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 Maximum Extent Permitted by Law; (b) such provision or provisions shall be deemed reformed to the minimum extent necessary
to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent
possible, the provisions of this Deed (including, without limitation, each portion of any section of this Deed containing any
such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed
so as to give effect to the intent manifested thereby.


 


Section
17. Enforcement.


 


(a)
The Indemnitors expressly confirm and agree that they have entered into this Deed and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director, secretary, officer and/or executive of the Company and/or a Group Company,
and the Indemnitors acknowledge that Indemnitee is relying upon this Deed in serving as a director, secretary, officer and/or
executive of the Company and/or a Group Company.


 


(b)
This Deed 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 Deed is a supplement to and in furtherance of any governing documents of the Indemnitors
and any Group Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights
of Indemnitee thereunder.


 


Section
18. Modification and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Deed shall be
binding unless executed in writing by the parties thereto. No waiver of any of the provisions of this Deed shall be deemed or
shall constitute a waiver of any other provisions of this Deed nor shall any waiver constitute a continuing waiver.


 


Section
19. Notice by Indemnitee. Indemnitee agrees promptly to notify the Indemnitors in writing 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 as provided hereunder. The failure of Indemnitee to so notify the Indemnitors shall not relieve
the Indemnitors of any obligation which they may have to Indemnitee under this Deed or otherwise.


 






    - 9 -


     


    

 


Section
20. Notices. All notices, requests, demands and other communications under this Deed shall be in writing and shall be deemed
to have been duly given if (a) delivered by hand and receipted for by the party to whom said notice or other communication shall
have been directed, (b) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed, (c) mailed by reputable overnight courier and receipted for by the party to whom said notice or other
communication shall have been directed, or (d) sent by email:


 


(a)
If to Indemnitee, at such address as Indemnitee shall provide to the Indemnitors.


 


(b)
If to the Indemnitors to:


 





	 	Address:	 	Secretary
	 	 	 	ads-tec
  Energy plc
	 	 	 	10
  Earlsfort Terrace
	 	 	 	Dublin
  2
	 	 	 	D02
  T380
	 	 	 	Ireland
	 	 	 	 
	 	Email:	 	By email to
  the Secretary
	 	 	 	 
	 	Address:	 	Secretary
	 	 	 	Ads-Tec
  Energy GmbH
	 	 	 	●
	 	 	 	 
	 	Email:	 	By email to
  the Secretary



 


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


 


Section
21. Contribution. To the Maximum Extent Permitted by Law, if the indemnification provided for in this Deed is unavailable
to Indemnitee for any reason whatsoever, the Indemnitors, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred
by Indemnitee, whether for Losses and/or for Expenses, in connection with any Proceeding in such proportion as Independent Counsel
deems fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received by the Indemnitors
and/or any Group Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding;
and/or (ii) the relative fault of the Indemnitors and/or any Group Company (and its or their Representatives) and Indemnitee in
connection with such event(s) and/or transactions.


 


Section
22. Applicable Law and Consent to Jurisdiction. This Deed and the legal relations among the parties shall be governed by,
and construed and enforced in accordance with, the laws of Ireland, without regard to its conflict of laws rules. Any dispute
or claim arising out of or relating to your appointment shall be determined by arbitration administered by the International Centre
for Dispute Resolution in accordance with its International Arbitration Rules. All disputes shall be heard by a single arbitrator.
The place of arbitration shall be Dublin, Ireland. The arbitration hearing may take place by way of videoconference. The language
of the arbitration shall be English. Except as may be required by law, neither a party nor its representatives may disclose
the existence, content, or results of any arbitration hereunder without the prior written consent of all parties. The arbitration
award shall be final and binding on the parties, and the parties undertake to carry out any award without delay. Judgment upon
the award may be entered by any court having jurisdiction of the award or having jurisdiction over the relevant party or its assets.
The Indemnitors and Indemnitee each hereby consent to service of process at the addresses set forth in or pursuant to Section
20 of this Deed.


 






    - 10 -


     


    

 


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


 


Section
24. Miscellaneous. The headings of the sections of this Deed are inserted for convenience only and shall not be deemed
to constitute part of this Deed or to affect the construction thereof.


 






    - 11 -


     


    

 


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


 


 


	SIGNED	 






for
and on behalf of


ADS-TEC
ENERGY PUBLIC 


LIMITED
COMPANY


by
its lawfully appointed attorney


in
the presence of:


 


 





	Signature
  of witness:	 	 
	 	 	 
	Name
  (printed): 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	 	 	 
	 	 	 
	Occupation:	 	 


 






    - 12 -


     


    

 


EXECUTED
by


ADS-TEC
ENERGY GMBH


and
DELIVERED as a DEED





 


	Signed:	 	 



 


 


in
the presence of: 




 


	 	 
	(Witness’
  Signature)	 
	 	 
	 	 
	(Witness’
  Address)	 
	 	 
	 	 
	(Witness’
  Occupation)	 






 






    - 13 -


     


    




 


SIGNED
AND DELIVERED as a deed


by
*


 


	 	 
	 	 
	 	 
	in
  the presence of:	 
	 	 
	 	 
	(Witness’
  Signature)	 
	 	 
	 	 
	(Witness’
  Address)	 
	 	 
	 	 
	(Witness’
  Occupation)	 









 





 


Current
Indemnitee Address/Phone


 


	 	 
	 	 
	 	 
	 	 
	 	 






 


*Print
Name


 


 


[Signature
Page – Deed of Indemnification]


 




    - 14 -