Exhibit 10.4


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement
(“Agreement”) is made as of _______, __, 20__ by and between EVgo Inc., a Delaware corporation (the “Company”),
and _______________ (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company
and Indemnitee covering the subject matter of this Agreement.


 


RECITALS


 


WHEREAS, highly competent
persons have become more reluctant to serve publicly-held corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising
out of their service to and activities on behalf of the corporation;


 


WHEREAS, the Board of Directors
of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals, the Company will attempt
to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based
corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may
be available to it in the future only at higher premiums and with more exclusions. At the same time, directors, officers, and other persons
in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating
to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself. The
Amended and Restated Bylaws of the Company (the “Bylaws”) require indemnification of the officers and directors of the Company.
Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (the “DGCL”).
The Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate
that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect
to indemnification;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board has determined
that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders
and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that
they will not be so indemnified;


 


WHEREAS, this Agreement is
a supplement to and in furtherance of the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder;


 






     


     


    

 


WHEREAS, Indemnitee does not
regard the protection available under the Bylaws and insurance as adequate in the present circumstances, and may not be willing to serve
as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing
to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified;
and


 


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


 


Section 1.               
Services to the Company. Indemnitee agrees to serve as a director of the Company. 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 Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any, is at will, and the Indemnitee
may be discharged at any time for any reason, with or without cause, except as may be otherwise provided in any written employment contract
between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), other applicable formal severance policies duly adopted
by the Board, or, with respect to service as a director or officer of the Company, by the Certificate of Incorporation, the Company’s
Bylaws, and the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a
director of the Company, as provided in Section 16 hereof.


 


Section 2.               
Definitions. As used in this Agreement:


 


(a)              
References to “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary
of the Company or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a
director, officer, employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture,
trust or other enterprise at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the
Company.


 


(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) is or becomes the Beneficial Owner (as defined
below), directly or indirectly, of securities of the Company representing fifteen percent (15%) or more of the combined voting power of
the Company’s then outstanding securities unless the change in relative Beneficial Ownership of the Company’s securities by
any Person results solely from a reduction in the aggregate number of outstanding shares of securities entitled to vote generally in the
election of directors;


 


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


 






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iii.               
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other
than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger
or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 51% 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 at least a majority of the board of directors or other governing body of such surviving
entity;


 


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


 


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


 


For purposes of this Section 2(b), the following terms shall have the
following meanings:


 


(A)       “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


(B)       “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Exchange Act; 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.


 


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


 


(c)              
 “Corporate Status” describes the status of a person who is or was a director, trustee, partner, managing member, manager,
fiduciary, officer, employee or agent of the Company or of any other corporation, limited liability company, partnership or joint venture,
trust or other enterprise which such person is or was serving at the request of the Company.


 






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(d)              
“Disinterested Director” shall mean a director of the Company who is not and was not a party to the Proceeding in respect
of which indemnification is sought by Indemnitee.


 


(e)              
“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership, joint venture,
trust or other enterprise of which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner,
managing member, manager, employee, agent or fiduciary.


 


(f)               
“Expenses” shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts
and other professionals, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery
service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection
with, or as a result of, prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a deponent
or witness in, or otherwise participating in, a Proceeding. Expenses also shall include (i) Expenses incurred in connection with any appeal
resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas
bond, or other appeal bond or its equivalent, (ii) expenses incurred in connection with recovery under any directors’ and officers’
liability insurance policies maintained by the Company, and (iii) for purposes of Section 14(d) only, Expenses incurred by or on behalf
of Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Certificate
of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the Company,
by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written
demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s
counsel as being reasonable shall be presumed conclusively to be reasonable. Expenses, however, shall not include amounts paid in settlement
by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(g)              
“Independent Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter
material to either such party (other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees
under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term “Independent Counsel” 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. The Company agrees 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 Agreement or its engagement pursuant hereto.


 


(h)              
 The term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross
claim, arbitration, mediation, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual,
threatened or completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative,
legislative, regulatory or investigative (formal or informal) nature, including any appeal therefrom, in which Indemnitee was, is or will
be involved as a party, potential party, non-party witness or otherwise by reason of the Indemnitee’s Corporate Status, by reason
of any action taken by him (or a failure to take action by him) or of any action (or failure to act) on his part while acting pursuant
to his Corporate Status, in each case whether or not serving in such capacity at the time any liability or Expense is incurred for which
indemnification, reimbursement, or advancement of Expenses can be provided under this Agreement. If the Indemnitee believes in good faith
that a given situation may lead to or culminate in the institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 






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(i)                
Reference to “other enterprise” shall include employee benefit plans; references to “fines” shall include
any excise tax assessed 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; and a person who acted in good
faith and in a manner he 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 manner “not opposed to the best interests of the Company” as referred to in this Agreement.


 


Section 3.               
Indemnity in Third-Party Proceedings. 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 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 3, Indemnitee shall be indemnified to the fullest extent permitted
by applicable law against all Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered
(including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines,
penalties, amounts paid in settlement and other liability and loss suffered) actually and reasonably incurred by Indemnitee or on his
behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding had no reasonable
cause to believe that his conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest extent permitted
by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification provided
by the Certificate of Incorporation, the Bylaws, vote of its stockholders or disinterested directors or applicable law.


 


Section 4.                Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of
this Section 4 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of
the Company to procure a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified to the fullest extent
permitted by applicable law against all Expenses, judgments, fines, penalties, amounts paid in settlement and other liability and
loss (including all interest, assessments and other charges paid or payable in connection with or in respect of such Expenses,
judgments, fines, penalties, amounts paid in settlement and other liability and loss suffered) actually and reasonably incurred by
him or on his behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses,
judgments, fines, penalties, amounts paid in settlement and other liability and loss (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines, penalties, amounts paid in settlement
and other liability and loss suffered) shall be made under this Section 4 in respect of any claim, issue or matter as to which
Indemnitee shall have been finally adjudged by a court of competent jurisdiction (after the time for an appeal has expired) 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.


 






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Section 5.               
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this
Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and
is successful, on the merits or otherwise, in any Proceeding or in defense of any claim, issue or matter therein, in whole or in part,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him 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 Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or on his behalf in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted
by law. For purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 6.               
Indemnification For Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the fullest extent
permitted by applicable law and to the extent that Indemnitee is, by reason of his Corporate Status, a witness, is required to respond
to discovery requests in any Proceeding or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, he shall
be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection therewith.


 


Section 7.               
Partial Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 


Section 8.               
Additional Indemnification.


 


(a)               Notwithstanding
any limitation in Sections 3, 4, or 5, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if
Indemnitee, by reason of his Corporate Status, is a party to or threatened to be made a party to any Proceeding (including a
Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines, penalties,
amounts paid in settlement and other liability and loss suffered (including all interest, assessments and other charges paid or
payable in connection with or in respect of such Expenses, judgments, fines, penalties, amounts paid in settlement and other
liability and loss suffered) actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 



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(b)              
For purposes of Section 8(a), the meaning of the phrase “to the fullest extent permitted by applicable law” shall include,
but not be limited to:


 


i.                  
to the fullest extent permitted by the provision of the DGCL that authorizes or contemplates additional indemnification by agreement,
or the corresponding provision of any amendment to or replacement of the DGCL, and


 


ii.                 
to 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.


 


Section 9.               
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to
make any indemnification payment in connection with any claim made against Indemnitee:


 


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


 


(b)              
for (i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Exchange Act (as defined in Section 2(b) hereof) or similar provisions of state statutory law
or common law, or (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or equity-based compensation
or of any profits realized by the Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section 304 of the Sarbanes-Oxley
Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 306 of the Sarbanes-Oxley Act), or (iii) any reimbursement of the Company by Indemnitee of any compensation
pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the Board, including
but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D of the Exchange
Act; or


 


(c)               except
as provided in Section 14(d) of this Agreement, 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 Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior to
its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross-claim or affirmative defense brought
or raised by Indemnitee in any Proceeding (or any part of any Proceeding), or (iii) the Company provides the indemnification, in its
sole discretion, pursuant to the powers vested in the Company under applicable law.


 



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Section 10.           
Advances of Expenses. Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company
shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part
of any Proceeding) not initiated by Indemnitee, and such advancement shall be made within thirty (30) days after the receipt by the Company
of a statement or statements requesting such advances from time to time, whether prior to or after final disposition of any Proceeding.
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 Agreement. In accordance
with Section 14(d), advances shall include any and all reasonable Expenses incurred pursuing an action to enforce this right of advancement,
including Expenses incurred preparing and forwarding statements to the Company to support the advances claimed. The Indemnitee shall qualify
for advances upon the execution and delivery to the Company of this Agreement, which shall constitute an undertaking providing that the
Indemnitee undertakes to repay the amounts advanced (without interest) to the extent that it is ultimately determined that Indemnitee
is not entitled to be indemnified by the Company. No other form of undertaking shall be required other than the execution of this Agreement.
This Section 10 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.


 


Section 11.           
Procedure 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 hereunder as soon as reasonably practicable following the receipt by Indemnitee of written notice thereof. The
written notification to the Company shall include a description of the nature of the Proceeding and the facts underlying the Proceeding,
in each case, to the extent known to Indemnitee. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company
a written request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition of such Proceeding.
The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which 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 under this Agreement. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise
the Board in writing that Indemnitee has requested indemnification.


 


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


 


Section 12.           
Procedure Upon Application for Indemnification.


 


(a)               Upon
written request by Indemnitee for indemnification pursuant to Section 11(a), a determination, if required by applicable law, with
respect to Indemnitee’s entitlement thereto shall be made in the specific case: (i) if a Change in Control shall have
occurred, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a
Change in Control shall not have occurred, (A) if requested by Indemnitee, by Independent Counsel, a copy of which shall be
delivered to Indemnitee, (B) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum
of the Board, (D) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel
in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (E) if so directed by the Board, by the
stockholders of the Company; and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall
be made within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such
determination with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination. Any costs or Expenses
(including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom. The Company promptly will
advise Indemnitee in writing with respect to any determination that Indemnitee is or is not entitled to indemnification, including a
description of any reason or basis for which indemnification has been denied.


 






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(b)               In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred,
the Independent Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising him 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 Board, 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 (10) 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 2 of this Agreement, 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 the Delaware Court has determined that
such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of a written request for
indemnification pursuant to Section 11(a) hereof and the final disposition of the Proceeding, no Independent Counsel shall have
been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the
appointment as Independent Counsel of a person selected by such court or by such other person as such 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 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of this
Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).


 






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Section 13.           
Presumptions and Effect of Certain Proceedings.


 


(a)              
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall, to the fullest extent not prohibited by law, presume that Indemnitee is entitled to indemnification under this Agreement
if Indemnitee has submitted a request for indemnification in accordance with Section 11(a) of this Agreement, and the Company shall, to
the fullest extent not prohibited by law, have the burden of proof to overcome that presumption in connection with the making by any person,
persons or entity of any determination contrary to that presumption. Neither the failure of the Company (including by its directors or
Independent Counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification
is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Company
(including by its directors or Independent Counsel) that Indemnitee has not met such applicable standard of conduct, shall be a defense
to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)              
Subject to Section 14(e), if the person, persons or entity empowered or selected under Section 12 of this Agreement to determine
whether Indemnitee is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company
of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by
law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a misstatement by Indemnitee of
a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law; provided, however, that such
60-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making
the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating
of documentation and/or information relating thereto; and provided, further, that the foregoing provisions of this Section 13(b) shall
not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(a) of this
Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination the Board has resolved
to submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within seventy-five (75)
days after such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within fifteen (15)
days after such receipt for the purpose of making such determination, such meeting is held for such purpose within sixty (60) days after
having been so called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 12(a) of this Agreement.


 


(c)               The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea
of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in
a manner which he 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 conduct was unlawful.


 






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(d)              
For purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action
is based on the records or books of account of the Enterprise, including financial statements, or on information supplied to Indemnitee
by the directors or officers of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or
on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or
other expert selected with the reasonable care by the Enterprise. The provisions of this Section 13(d) 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 in this Agreement.


 


(e)              
The knowledge and/or actions, or failure to act, of any director, officer, trustee, partner, managing member, fiduciary, agent
or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


Section 14.           
Remedies of Indemnitee.


 


(a)              
Subject to Section 14(e), in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10 of
this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(a) of this Agreement
within ninety (90) days after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant
to Section 5, 6 or 7 or the last sentence of Section 12(a) of this Agreement within ten (10) days after receipt by the Company of
a written request therefor, (v) payment of indemnification pursuant to Section 3, 4 or 8 of this Agreement is not made within ten (10)
days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company or any
other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation or other
action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided to the Indemnitee
hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification or advancement of Expenses.
Alternatively, Indemnitee, at his option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an award
in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this
Section 14(a); provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee
to enforce his rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 


(b)              
 In the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 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 14 the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses, as the case may be.


 






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(c)              
If a determination shall have been made pursuant to Section 12(a) of this Agreement 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 14,
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)              
The Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 14 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. It
is the intent of the Company that, to the fullest extent permitted by law, the Indemnitee not be required to incur legal fees or other
Expenses associated with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement by litigation or
otherwise because the cost and expense thereof would substantially detract from the benefits intended to be extended to the Indemnitee
hereunder. The Company shall, to the fullest extent permitted by law, indemnify Indemnitee against any and all Expenses and, if requested
by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited
by law, such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the underlying claims; if Indemnitee
is not wholly successful on the underlying claims, then such indemnification shall be only to the extent Indemnitee is successful on such
underlying claims or otherwise as permitted by law, whichever is greater.


 


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


 


Section 15.           
Non-exclusivity; Survival of Rights; Insurance; Subrogation.


 


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


 






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(b)              
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents of the Enterprise, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to
the maximum extent of the coverage available for any such director, officer, employee or agent under such policy or policies. If, at the
time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect,
the Company shall give prompt notice of such claim or of the commencement of a Proceeding, as the case may be, to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of
such policies.


 


(c)              
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.


 


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


 


(e)              
The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of
the Company as a director, officer, trustee, partner, managing member, fiduciary, employee or agent of any other corporation, limited
liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee
has actually received as indemnification or advancement of Expenses from such other corporation, limited liability company, partnership,
joint venture, trust or other enterprise.


 






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(f)                The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement and insurance provided by one or
more Persons with whom or which Indemnitee may be associated. The Company hereby acknowledges and agrees that (i) the Company shall
be the indemnitor of first resort with respect to any Proceeding, Expense, liability or matter that is the subject of the Indemnity
Obligations (as defined below), (ii) the Company shall be primarily liable for all Indemnity Obligations and any indemnification
afforded to Indemnitee in respect of any Proceeding, Expense, liability or matter that is the subject of Indemnity Obligations,
whether created by applicable law, organizational or constituent documents, contract (including this Agreement) or otherwise, (iii)
any obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee or advance Expenses or
liabilities to Indemnitee in respect of any Proceeding shall be secondary to the obligations of the Company hereunder, (iv) the
Company shall be required to indemnify Indemnitee and advance Expenses or liabilities to Indemnitee hereunder to the fullest extent
provided herein without regard to any rights Indemnitee may have against any other Person with whom or which Indemnitee may be
associated or insurer of any such Person and (v) the Company irrevocably waives, relinquishes and releases any other Person with
whom or which Indemnitee may be associated from any claim of contribution, subrogation or any other recovery of any kind in respect
of amounts paid by the Company hereunder. In the event any other Person with whom or which Indemnitee may be associated or their
insurers advances or extinguishes any liability or loss which is the subject of any Indemnity Obligation owed by the Company or
payable under any Company insurance policy, the payor shall have a right of subrogation against the Company or its insurer or
insurers for all amounts so paid which would otherwise be payable by the Company or its insurer or insurers under this Agreement. In
no event will payment of an Indemnity Obligation by any other Person with whom or which Indemnitee may be associated or their
insurers affect the obligations of the Company hereunder or shift primary liability for any Indemnity Obligation to any other Person
with whom or which Indemnitee may be associated. Any indemnification, insurance or advancement provided by any other Person with
whom or which Indemnitee may be associated with respect to any liability arising as a result of Indemnitee’s status as
director, officer, employee or agent of the Company or capacity as an officer or director of any Person is specifically in excess
over any Indemnity Obligation of the Company or valid and any collectible insurance (including but not limited to any malpractice
insurance or professional errors and omissions insurance) provided by the Company under this Agreement. As used herein, the term
 “Indemnity Obligations” shall mean all obligations of the Company to Indemnitee under the Certificate of Incorporation,
the Bylaws, this Agreement or otherwise, including the Company’s obligations to provide indemnification to Indemnitee and
advance Expenses to Indemnitee under this Agreement.


 


Section 16.           
Duration of Agreement. This Agreement shall continue for so long as Indemnitee serves as a director, officer, employee,
agent or fiduciary of the Company or, at the request of the Company, as a director, officer, partner, member, venturer, proprietor, trustee,
employee, agent, fiduciary or similar functionary of another foreign or domestic corporation, partnership, limited liability company,
joint venture, sole proprietorship, trust, employee benefit plan or other enterprise, and shall continue thereafter so long as Indemnitee
shall be subject to any possible Proceeding (including any rights of appeal thereto and any Proceeding commenced by Indemnitee pursuant
to Section 14 of this Agreement) by reason of Indemnitee’s Corporate Status, whether or not Indemnitee is acting in any such capacity
at the time any liability or expense is incurred for which indemnification or advancement can be provided under this Agreement. The indemnification
and advancement of expenses rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties
hereto and their respective successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise
to all or substantially all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director,
officer, employee or agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and his or her spouse,
assigns, heirs, devisees, executors and administrators and other legal representatives.


 






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Section 17.           
Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining provisions of 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; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law
and to give the maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement containing any such provision held to be invalid, illegal
or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested
thereby.


 


Section 18.           
Enforcement.


 


(a)              
The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby
in order to induce Indemnitee to serve as a director or officer of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director or officer of the Company.


 


(b)              
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof;
provided, however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws and applicable
law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 19.           
Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in
writing by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 20.           
Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification
or advancement of Expenses covered hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any
obligation which it may have to the Indemnitee under this Agreement or otherwise.


 


Section 21.            Notices.
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been
duly given if (a) delivered by hand 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, (d) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received,
or (e) sent by e-mail, with receipt of written confirmation by e-mail that such transmission has been received:


 


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


 


(b)              
If to the Company to


 


EVgo Inc.


11835 West Olympic Boulevard, Suite 900E


Los Angeles, CA 90064


Attention: General Counsel


 


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


 






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Section 22.           
Contribution.


 


(a)              
To the fullest extent permitted by law, whether or not the indemnification provided in this Agreement is available, in respect
of any threatened, pending or completed action, suit or Proceeding in which the Company is jointly liable with Indemnitee (or would be
if joined in such action, or Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement
of such action, suit or Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes
any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or Proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding) unless such settlement
provides for a full and final release of all claims asserted against Indemnitee.


 


(b)              
Without diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit
or Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding), the Company
shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred and paid
or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding), on
the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action, suit or Proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted
by reference to the relative fault of the Company and all officers, directors or employees of the Company other than Indemnitee who are
jointly liable with Indemnitee (or would be if joined in such action, suit or Proceeding), on the one hand, and Indemnitee, on the other
hand, in connection with the transaction or events that resulted in such Expenses, judgments, fines or settlement amounts, as well as
any other equitable considerations that applicable law may require to be considered.


 


(c)               The
Company hereby agrees, to the fullest extent permitted by applicable law, to fully indemnify and hold Indemnitee harmless from any
claims of contribution that may be brought by officers, directors or employees of the Company, other than Indemnitee, who may be
jointly liable with Indemnitee.


 


(d)              
To the fullest extent permissible under applicable law and without diminishing or impairing the obligations of the Company set
forth in the preceding subparagraphs of this Section 22, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such Proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 






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(e)              
The relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors
of the Company other than Indemnitee) who may be at fault with respect to such matter shall be determined (i) by reference to the relative
fault of Indemnitee as determined by the court or other governmental agency assessing the contribution amounts or (ii) to the extent such
court or other governmental agency does not apportion relative fault, by the Independent Counsel (or such other party that makes a determination
under this Agreement) after giving effect to, among other things, the degree to which their actions were motivated by intent to gain personal
profit or advantage, the degree to which their liability is primary or secondary, the degree to which their conduct is active or passive,
the degree of the knowledge, access to information, and opportunity to prevent or correct the subject matter of the Proceedings and other
relevant equitable considerations of each party. The Company and Indemnitee agree that it would not be just and equitable if contribution
pursuant to this Section 22 were determined by pro rata allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in this Section 22.


 


Section 23.            Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties 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 14(a) of this Agreement, 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 Chancery Court of the State of Delaware (the “Delaware Court”), and not in any other state or
federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court 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, irrevocably
Corporation Service Company, 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808 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, and (v) waive, and agree not to plead or to
make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient
forum.


 


Section 24.           
Identical Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes
be deemed to be an original but all of which together 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.


 


Section 25.           
Miscellaneous. Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate.
The headings 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]


 






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


 


	 	EVGO INC.
	 	 
	 	By:	 
	 	 
	 	INDEMNITEE
	 	 
	 	By:	 
	 	 	Name:
	 	 	Address:



 






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