Exhibit
10.1


 


Form
of


 


DIRECTOR
AND OFFICER INDEMNIFICATION AGREEMENT


 


This
Director and Officer Indemnification Agreement, dated as of July 23, 2021 (this “Agreement”), is made by and among
Microvast Holdings, Inc., a Delaware corporation (the “Company”), ________________ (“Indemnitee”).


 


Recitals:


 


A.
Section 141 of the Delaware General Corporation Law provides that the business and affairs of a corporation shall be managed by or under
the direction of its board of directors.


 


B.
Pursuant to Sections 141 and 142 of the Delaware General Corporation Law, significant authority with respect to the management of the
Company has been delegated to the officers of the Company.


 


C.
By virtue of the managerial prerogatives vested in the directors and officers of a Delaware corporation, directors and officers act as
fiduciaries of the corporation and its stockholders.


 


D.
Thus, it is critically important to the Company and its stockholders that the Company be able to attract and retain the most capable
persons reasonably available to serve as directors and officers of the Company.


 


E.
In recognition of the need for corporations to be able to induce capable and responsible persons to accept positions in corporate management,
Delaware law authorizes (and in some instances requires) corporations to indemnify their directors and officers, and further authorizes
corporations to purchase and maintain insurance for the benefit of their directors and officers.


 


F.
The Delaware courts have recognized that indemnification by a corporation serves the dual policies of (1) allowing corporate officials
to resist unjustified lawsuits, secure in the knowledge that, if vindicated, the corporation will bear the expense of litigation and
(2) encouraging capable women and men to serve as corporate directors and officers, secure in the knowledge that the corporation will
absorb the costs of defending their honesty and integrity.


 


G.
The number of lawsuits challenging the judgment and actions of directors and officers of Delaware corporations, the costs of defending
those lawsuits, and the threat to directors’ and officers’ personal assets have all materially increased over the past several
years, chilling the willingness of capable women and men to undertake the responsibilities imposed on corporate directors and officers.


 


H.
Federal legislation and rules adopted by the Securities and Exchange Commission and the national securities exchanges have imposed additional
disclosure and corporate governance obligations on directors and officers of public companies and have exposed such directors and officers
to new and substantially broadened civil liabilities.


 






    


     


    

 


I.
These legislative and regulatory initiatives have also exposed directors and officers of public companies to a significantly greater
risk of criminal proceedings, with attendant defense costs and potential criminal fines and penalties.


 


J.
Under Delaware law, a director’s or officer’s right to be reimbursed for the costs of defense of criminal actions, whether
such claims are asserted under state or federal law, does not depend upon the merits of the claims asserted against the director or officer
and is separate and distinct from any right to indemnification the director or officer may be able to establish, and indemnification
of the director or officer against criminal fines and penalties is permitted if the director or officer satisfies the applicable standard
of conduct.


 


K.
Indemnitee is a director or officer of the Company and his or her willingness to serve in such capacity is predicated, in substantial
part, upon the Company’s willingness to indemnify him or her in accordance with the principles reflected above, to the fullest
extent permitted by the laws of the state of Delaware, and upon the other undertakings set forth in this Agreement.


 


L.
Therefore, in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure
Indemnitee’s continued service as a director or officer of the Company and to enhance Indemnitee’s ability to serve the Company
in an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective
of, among other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent
Documents”), any change in the composition of the Company’s Board of Directors (the “Board”) or any
change-in-control or business combination transaction relating to the Company), the Company wishes to provide in this Agreement for the
indemnification of and the advancement of Expenses (as defined in Section 1(f)) to Indemnitee as set forth in this Agreement and
for the continued coverage of Indemnitee under the Company’s directors’ and officers’ liability insurance policies.


 


M.
In light of the considerations referred to in the preceding recitals, it is the Company’s intention and desire that the provisions
of this Agreement be construed liberally, subject to their express terms, to maximize the protections to be provided to Indemnitee hereunder.


 


Agreement:


 


NOW,
THEREFORE, the parties hereby agree as follows:


 


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


 


(a)
Change in Control:


 


(i)
  the acquisition following the date hereof by any individual, entity or group (a “person”), including any “person”
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding
shares of common stock of the Company (the “Outstanding Common Stock”) or (B) the combined voting power of the then
outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”);
excluding, however, the following: (1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise
of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly
from the Company), (2) any acquisition by the Company, (3) any acquisition by an employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or (4) any acquisition by any corporation pursuant to a transaction
which complies with clauses (A), (B) and (C) of subsection (iii) of this Section 1(a); provided further, that for purposes of
clause (2), if any person (other than the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company) shall become the beneficial owner of 20% or more of the Outstanding Common Stock or 20%
or more of the Outstanding Voting Securities by reason of an acquisition by the Company, and such person shall, after such acquisition
by the Company, become the beneficial owner of any additional shares of the Outstanding Common Stock or any additional Outstanding Voting
Securities and such beneficial ownership is publicly announced, such additional beneficial ownership shall constitute a Change in Control;
or


 






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(ii)
the cessation of Incumbent Directors to comprise at least a majority of the Board; or


 


(iii)
the consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets
of the Company (a “Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to which (A) all
or substantially all of the individuals or entities who are the beneficial owners, respectively, of the Outstanding Common Stock and
the Outstanding Voting Securities immediately prior to such Corporate Transaction will beneficially own, directly or indirectly, more
than 50% of, respectively, the outstanding shares of common stock, and the combined voting power of the outstanding securities entitled
to vote generally in the election of directors, as the case may be, of the corporation resulting from such Corporate Transaction (including,
without limitation, a corporation which as a result of such transaction owns, directly or indirectly, the Company or all or substantially
all of the Company’s assets) in substantially the same proportions relative to each other as their ownership, immediately prior
to such Corporate Transaction, of the Outstanding Common Stock and the Outstanding Voting Securities, as the case may be, (B) no person
(other than: the Company; any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled
by the Company; the corporation resulting from such Corporate Transaction; and any person which beneficially owned, immediately prior
to such Corporate Transaction, directly or indirectly, 20% or more of the Outstanding Common Stock or the Outstanding Voting Securities,
as the case may be) will beneficially own, directly or indirectly, 20% or more of, respectively, the outstanding shares of common stock
of the corporation resulting from such Corporate Transaction or the combined voting power of the outstanding securities of such corporation
entitled to vote generally in the election of directors and (C) Incumbent Directors will constitute at least a majority of the members
of the board of directors of the corporation resulting from such Corporate Transaction; or


 


(iv)
the consummation of a plan of complete liquidation or dissolution of the Company.


 


(b)
“Claim” means (i) any threatened, asserted, pending or completed claim, demand, arbitration, action, suit or proceeding,
whether civil, criminal, administrative, arbitrative, investigative or other, including any appeal therefrom, and whether made pursuant
to federal, state or other law; and (ii) any threatened, pending or completed inquiry or investigation, whether made, instituted or conducted
by the Company or any other person, including any federal, state or other governmental entity, that Indemnitee determines might lead
to the institution of any such claim, demand, action, suit or proceeding.


 


(c)
“Controlled Affiliate” means any corporation, limited liability company, partnership, joint venture, trust or other
entity or enterprise, whether or not for profit, that is directly or indirectly controlled by the Company. For purposes of this definition,
“control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of an entity or enterprise, whether through the ownership of voting securities, through other voting rights, by contract or
otherwise; provided that direct or indirect beneficial ownership of capital stock or other interests in an entity or enterprise entitling
the holder to cast 20% or more of the total number of votes generally entitled to be cast in the election of directors (or persons performing
comparable functions) of such entity or enterprise shall be deemed to constitute control for purposes of this definition.


 


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


 


(e)
“ERISA Losses” means any taxes, penalties or other liabilities under the Employee Retirement Income Security Act of
1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended.


 


(f)
“Expenses” means attorneys’ and experts’ reasonable fees and expenses and all other reasonable costs and
expenses paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or
preparing to investigate, defend, be a witness in or participate in (including on appeal), any Claim.


 


(g)
“Incumbent Directors” means the individuals who, as of the date hereof, are directors of the Company and any individual
becoming a director subsequent to the date hereof whose election, nomination for election by the Company’s stockholders, or appointment,
was approved in accordance with the terms of the Constituent Documents; provided, however, that an individual shall not be an Incumbent
Director if such individual’s election or appointment to the Board occurs as a result of an actual or threatened election contest
(as described in Rule 14a-12(c) of the Exchange Act) with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person other than the Board.


 






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(h)
“Indemnifiable Claim” means any Claim based upon, arising out of or resulting from (i) any actual, alleged or suspected
act or failure to act by Indemnitee in his or her capacity as a director, officer, employee or agent of the Company or as a director,
officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture,
trust or other entity or enterprise, whether or not for profit (including any employee benefit plan or related trust), as to which Indemnitee
is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent, (ii) any actual,
alleged or suspected act or failure to act by Indemnitee in respect of any business, transaction, communication, filing, disclosure or
other activity of the Company or any other entity or enterprise referred to in clause (i) of this sentence, or (iii) Indemnitee’s
status as a current or former director, officer, employee or agent of the Company or as a current or former director, officer, employee,
member, manager, trustee or agent of any other entity or enterprise referred to in clause (i) of this sentence or any actual, alleged
or suspected act or failure to act by Indemnitee in connection with any obligation or restriction imposed upon Indemnitee by reason of
such status. In addition to any service at the actual request of the Company, for purposes of this Agreement, Indemnitee shall be deemed
to be serving or to have served at the request of the Company as a director, officer, employee, member, manager, trustee or agent of
another entity or enterprise if Indemnitee is or was serving as a director, officer, employee, member, manager, trustee or agent of such
entity or enterprise and (x) such entity or enterprise is or at the time of such service was a Controlled Affiliate, (y) such entity
or enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company
or a Controlled Affiliate, or (z) the Company or a Controlled Affiliate directly or indirectly caused or authorized Indemnitee to be
nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.


 


(i)
“Indemnifiable Losses” means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.


 


(j)
“Independent Counsel” means 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 any Subsidiary) or Indemnitee
in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements) or (ii) any other named (or, as to a threatened matter, reasonably likely to be
named) party to the Indemnifiable Claim 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.


 


(k)
“Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal
or other), ERISA Losses and amounts paid in settlement, including all interest, assessments and other charges paid or payable in connection
with or in respect of any of the foregoing.


 


(l)
“Payment Obligations” means, collectively, all indemnification obligations, advancements of expenses, legal fees and
expenses and other payment obligations of the Company under and pursuant to this Agreement.


 


(m)
“Subsidiary” means an entity in which the Company directly or indirectly beneficially owns 50% or more of the outstanding
Voting Stock.


 


(n)
“Voting Stock” means securities entitled to vote generally in the election of directors (or similar governing bodies).


 






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2.
Indemnification Obligation. Subject to Section 8, the Company shall indemnify, defend and hold harmless Indemnitee, to
the fullest extent permitted or required by the laws of the State of Delaware in effect on the date hereof or as such laws may from time
to time hereafter be amended to increase the scope of such permitted or required indemnification, against any and all Indemnifiable Claims
and Indemnifiable Losses; provided,
however, that (a) except as provided in Sections 4 and 22, Indemnitee shall not
be entitled to indemnification pursuant to this Agreement in connection with any Claim initiated by Indemnitee against the Company or
any director or officer of the Company unless the Company has joined in or consented to the initiation of such Claim and (b) no repeal
or amendment of any law of the State of Delaware shall in any way diminish or adversely affect the rights of Indemnitee pursuant to this
Agreement in respect of any occurrence or matter arising prior to any such repeal or amendment.


 


3.
Advancement of Expenses. Indemnitee shall have the right to advancement by the Company prior to the final disposition of any Indemnifiable
Claim of any and all Expenses relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Indemnitee or
which Indemnitee determines are reasonably likely to be paid or incurred by Indemnitee. Indemnitee’s right to such advancement
is not subject to the satisfaction of any standard of conduct and is not conditioned upon any prior determination that Indemnitee is
entitled to indemnification under this Agreement with respect to the Indemnifiable Claim or the absence of any prior determination to
the contrary. Without limiting the generality or effect of the foregoing, within 20 days after any request by Indemnitee, the Company
shall, in accordance with such request (but without duplication), (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee
funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses; provided
that Indemnitee shall repay without interest any amounts actually advanced to Indemnitee that, at the
final disposition of the Indemnifiable Claim to which the advance related, were in excess of amounts paid or payable by Indemnitee in
respect of Expenses relating to, arising out of or resulting from such Indemnifiable Claim. In connection with any such payment, advancement
or reimbursement, if delivery of an undertaking is a legally required condition precedent to such payment, advance or reimbursement,
Indemnitee shall execute and deliver to the Company an undertaking in the form attached hereto as Exhibit A (subject to Indemnitee
filling in the blanks therein and selecting from among the bracketed alternatives therein), which need not be secured and shall be accepted
without reference to Indemnitee’s ability to repay the Expenses. In no event shall Indemnitee’s right to the payment, advancement
or reimbursement of Expenses pursuant to this Section 3 be conditioned upon any undertaking that is less favorable to Indemnitee
than, or that is in addition to, the undertaking set forth in Exhibit A.


 


4.
Indemnification for Additional Expenses. Without limiting the generality or effect of the foregoing, the Company shall indemnify
and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within
20 days of such request, any and all Expenses paid or incurred by Indemnitee or which Indemnitee determines are reasonably likely to
be paid or incurred by Indemnitee in connection with any Claim made, instituted or conducted by Indemnitee for (a) indemnification or
payment, advancement or reimbursement of Expenses by the Company under any provision of this Agreement, or under any other agreement
or provision of the Constituent Documents now or hereafter in effect relating to Indemnifiable Claims, and/or (b) recovery under any
directors’ and officers’ liability insurance policies maintained by the Company, regardless in each case of whether Indemnitee
ultimately is determined to be entitled to such indemnification, reimbursement, advance or insurance recovery, as the case may be; provided,
however, that Indemnitee shall return, without interest, any such advance of Expenses (or portion thereof)
which remains unspent at the final disposition of the Claim to which the advance related.


 






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5.
Contribution. To the fullest extent permissible under applicable law in effect on the date hereof or as such law may from time
to time hereafter be amended to increase the scope of permitted or required indemnification, 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 payment of any and all Indemnifiable Claims or Indemnifiable Losses, in such proportion as is fair and reasonable in light of all
of the circumstances 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 Indemnifiable Claim or Indemnifiable Loss and/or (ii) the relative fault of the Company (and
its other directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s); provided
that such contribution shall not be required where it is determined, pursuant to a final disposition
of such Indemnifiable Claim or Indemnifiable Loss in accordance with Section 8, that Indemnitee is not entitled to indemnification
by the Company with respect to such Indemnifiable Claim or Indemnifiable Loss.


 


6.
Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of any Indemnifiable Loss, but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 


7.
Procedure for Notification. To obtain indemnification under this Agreement in respect of an Indemnifiable Claim or Indemnifiable
Loss, Indemnitee shall submit to the Company a written request therefor, including a brief description (based upon information then available
to Indemnitee) of such Indemnifiable Claim or Indemnifiable Loss. If, at the time of the receipt of such request, the Company has directors’
and officers’ liability insurance in effect under which coverage for such Indemnifiable Claim or Indemnifiable Loss is potentially
available, the Company shall give prompt written notice of such Indemnifiable Claim or Indemnifiable Loss to the applicable insurers
in accordance with the procedures set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice
delivered to the applicable insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the
Indemnifiable Claim or Indemnifiable Loss, in each case substantially concurrently with the delivery or receipt thereof by the Company.
The failure by Indemnitee to timely notify the Company of any Indemnifiable Claim or Indemnifiable Loss shall not relieve the Company
from any liability hereunder unless, and only to the extent that, the Company did not otherwise learn of such Indemnifiable Claim or
Indemnifiable Loss and such failure results in forfeiture by the Company of substantial defenses, rights or insurance coverage.


 


8.
Determination of Right to Indemnification.


 


(a)
To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion
thereof or in defense of any issue or matter therein, including dismissal without prejudice, Indemnitee shall be indemnified against
Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no
Standard of Conduct Determination (as defined in Section 8(c)) shall be required.


 






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(b)
After a Change in Control (other than a Change in Control approved by a majority of the Board (including a majority of Incumbent Directors)),
the determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required
condition precedent to indemnification of Indemnitee hereunder shall be made by Independent Counsel, selected by the Board, subject to
the consent of Indemnitee, which consent shall only be withheld if Independent Counsel selected by the Board does not meet the requirements
set forth in the definition of “Independent Counsel.” With respect to all matters arising from such a Change in Control
concerning the rights of the Indemnitee to indemnity payments and Expense advances under this agreement or any other agreement or under
applicable law or the Constituent Documents now or hereafter in effect relating to indemnification for purported Indemnifiable Claims,
the Company shall seek legal advice only from Independent Counsel. Such counsel, among other things, shall render its written opinion
to the Board and Indemnitee as to whether and to what extent the Indemnitee should be indemnified under applicable law.


 


(c)
To the extent that the provisions of Section 8(a) and Section 8(b) are inapplicable to an Indemnifiable Claim that shall
have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware
law that is a legally required condition precedent to indemnification of Indemnitee hereunder against Indemnifiable Losses relating to,
arising out of or resulting from such Indemnifiable Claim (a “Standard of Conduct Determination”) shall be made as
follows: (i) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board; (ii) if such Disinterested Directors
so direct, by a majority vote of a committee of Disinterested Directors designated by a majority vote of all Disinterested Directors;
or (iii) if there are no such Disinterested Directors or if Indemnitee so requests, by Independent Counsel selected by the Indemnitee
and approved by the Board (such approval not to be unreasonably withheld, delayed or conditioned), in a written opinion addressed to
the Board, a copy of which shall be delivered to Indemnitee. Indemnitee will cooperate with the person or persons making such Standard
of Conduct Determination, including providing to such person or persons, 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. The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse
Indemnitee for, or advance to Indemnitee, within 20 days of such request, any and all costs and expenses (including Expenses) incurred
by Indemnitee in so cooperating with the person or persons making such Standard of Conduct Determination.


 


(d)
The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination required under Section 8(c) to
be made as promptly as practicable. If (i) the person or persons empowered or selected under Section 8(c) to make the Standard
of Conduct Determination shall not have made a determination within 30 days after the later of (A) receipt by the Company of written
notice from Indemnitee advising the Company of the final disposition of the applicable Indemnifiable Claim (the date of such receipt
being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made
by Independent Counsel, and (ii) Indemnitee shall have fulfilled his or her obligations set forth in the second sentence of Section
8(c), then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that upon written notice
to the Indemnitee such 30-day period may be extended for a reasonable time, not to exceed an additional 30 days, if the person or persons
making such determination in good faith requires such additional time for the obtaining or evaluation or documentation and/or information
relating thereto.


 


(e)
If (i) Indemnitee shall be entitled to indemnification hereunder against any Indemnifiable Losses pursuant to Section 8(a), (ii)
no determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law is a legally required condition
precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, or (iii) Indemnitee has been determined or deemed
pursuant to Section 8(c) or (d) to have satisfied any applicable standard of conduct under Delaware law which is a legally
required condition precedent to indemnification of Indemnitee hereunder against any Indemnifiable Losses, then the Company shall pay
to Indemnitee, within 20 days after the later of (x) the Notification Date in respect of the Indemnifiable Claim or portion thereof to
which such Indemnifiable Losses are related, out of which such Indemnifiable Losses arose or from which such Indemnifiable Losses resulted,
and (y) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) above shall have been satisfied, an
amount equal to the amount of such Indemnifiable Losses.


 






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9.
Presumption of Entitlement. 


 


(a)
In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied
the applicable standard of conduct, and the Company may overcome such presumption only by its adducing a preponderance of the evidence
to the contrary. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by Indemnitee in the Court of
Chancery of the State of Delaware. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee
has not satisfied any applicable standard of conduct shall be a defense to any Claim by Indemnitee for indemnification or reimbursement
or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of
conduct.


 


(b)
Without limiting the generality or effect of Section 9(a), (i) to the extent that any Indemnifiable Claim relates to any entity
or enterprise referred to in clause (i) of the first sentence of the definition of “Indemnifiable Claim,” Indemnitee
shall be deemed to have satisfied the applicable standard of conduct if Indemnitee acted in good faith and in a manner Indemnitee reasonably
believed to be in or not opposed to the interests of such entity or enterprise (or the owners or beneficiaries thereof, including in
the case of any employee benefit plan the participants and beneficiaries thereof) and, with respect to any criminal action or proceeding,
had no reasonable cause to believe that his or her conduct was unlawful, and (ii) in all cases, any belief of Indemnitee that is based
on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee by the directors
or officers of the Company in the course of their duties, or on the advice of legal counsel for the Company, its Board, any committee
of the Board or any director, or on information or records given or reports made to the Company, its Board, any committee of the Board
or any director by an independent certified public accountant or by an appraiser or other expert selected by or on behalf of the Company,
its Board, any committee of the Board or any director shall be deemed to be reasonable.


 


10.
No Adverse Presumption. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo
contendere or its equivalent, will not create a presumption that Indemnitee did not meet any applicable
standard of conduct or that indemnification hereunder is otherwise not permitted.


 


11.
Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent
Documents, or the substantive laws of the Company’s jurisdiction of incorporation, any other contract or otherwise (collectively,
“Other Indemnity Provisions“); provided,
however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification
under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change
is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as
of the date hereof, Indemnitee will be deemed to have such greater right hereunder. If the Indemnitee is entitled to indemnification
under certain agreements containing indemnity provisions with another entity or protections under the organization documents of such
other entity, the Company is still wholly liable for making any indemnification payments for all Indemnifiable Claims or Indemnifiable
Losses notwithstanding the payment obligation of such amounts by a third party to the Indemnitee. The Company will not adopt any amendment
to any of the Constituent Documents the effect of which would be to deny, diminish or encumber Indemnitee’s right to indemnification
under this Agreement or any Other Indemnity Provision. 


 


12.
Liability Insurance and Funding. For the duration of Indemnitee’s service as a director and/or officer of the Company, and
thereafter for so long as Indemnitee shall be subject to any pending or possible Indemnifiable Claim, the Company shall use commercially
reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to cause to be maintained
in effect policies of directors’ and officers’ liability insurance providing coverage for directors and/or officers of the
Company that is at least substantially comparable in scope and amount to that provided by the Company’s current policies of directors’
and officers’ liability insurance. The Company shall, upon request, provide Indemnitee with a copy of all directors’ and
officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials, and shall
provide Indemnitee with a reasonable opportunity to review and comment on the same. Without limiting the generality or effect of the
two immediately preceding sentences, the Company shall not discontinue or significantly reduce the scope or amount of coverage from one
policy period to the next (a) without the prior approval thereof by a majority vote of the Incumbent Directors, even if less than a quorum,
or (b) if at the time that any such discontinuation or significant reduction in the scope or amount of coverage is proposed there are
no Incumbent Directors, without the prior written consent of Indemnitee. In all policies of directors’ and officers’ liability
insurance obtained by the Company, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights
and benefits, subject to the same limitations, as are accorded to the Company’s directors and officers most favorably insured by
such policy. The Company may, but shall not be required to, create a trust fund, grant a security interest or use other means, including
a letter of credit, to ensure the payment of such amounts as may be necessary to satisfy its obligations to indemnify and advance expenses
pursuant to this Agreement.


 






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13.
Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all
of the related rights of recovery of Indemnitee against other persons or entities (other than Indemnitee’s successors), including
any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable Claim” in Section 1(h).
Indemnitee shall execute all papers reasonably required to evidence such rights (all of Indemnitee’s reasonable Expenses, including
attorneys’ fees and charges, related thereto to be reimbursed by or, at the option of Indemnitee, advanced by the Company).


 


14.
No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect
of any Indemnifiable Losses to the extent Indemnitee has otherwise actually received payment (net of any Expenses incurred in connection
therewith and any repayment by Indemnitee made with respect thereto) under any insurance policy, the Constituent Documents and Other
Indemnity Provisions or otherwise (including from any entity or enterprise referred to in clause (i) of the definition of “Indemnifiable
Claim” in Section 1(h)) in respect of such Indemnifiable Losses otherwise indemnifiable hereunder.


 


15.
Defense of Claims. The Company shall be entitled to participate in the defense of any Indemnifiable Claim or to assume the defense
thereof, with counsel reasonably satisfactory to Indemnitee; provided
that if Indemnitee believes, after consultation with counsel selected by Indemnitee, that (a) the use
of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or potential conflict, (b) the named
parties in any such Indemnifiable Claim (including any impleaded parties) include both the Company and Indemnitee and Indemnitee shall
conclude that there may be one or more legal defenses available to him or her that are different from or in addition to those available
to the Company, or (c) any such representation by such counsel would be precluded under the applicable standards of professional conduct
then prevailing, the Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local
counsel in respect of any particular Indemnifiable Claim) at the Company’s expense. The Company shall not be liable to Indemnitee
under this Agreement for any amounts paid in settlement of any threatened or pending Indemnifiable Claim effected without the Company’s
prior written consent, unless such settlement solely involves the payment of money and includes a complete and unconditional release
of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim. The Company shall not, without
the prior written consent of Indemnitee, effect any settlement of any threatened or pending Indemnifiable Claim to which Indemnitee is,
or could have been, a party unless such settlement solely involves the payment of money and includes (i) a complete and unconditional
release of Indemnitee from all liability on any claims that are the subject matter of such Indemnifiable Claim and (ii) no admission
by the Indemnitee of any guilt or wrongdoing. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed
settlement; provided that Indemnitee may withhold consent to any settlement that does not provide
a complete and unconditional release of Indemnitee.


 


16.
Liability of Company. Indemnitee agrees that neither the stockholders nor the directors nor any officer, employee, representative
or agent of the Company shall be personally liable for the satisfaction of the Company’s obligations under this Agreement and Indemnitee
shall look solely to the assets of the Company for satisfaction of any claims hereunder.


 


17.
Successors and Binding Agreement. 


 


(a)
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Indemnitee and
his or her counsel, expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Company would
be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company
and any successor to the Company, including any person acquiring directly or indirectly all or substantially all of the business or assets
of the Company whether by purchase, merger, consolidation, reorganization or otherwise (and such successor will thereafter be deemed
the “Company” for purposes of this Agreement), but shall not otherwise be assignable or delegable by the Company.


 






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(b)
This Agreement shall inure to the benefit of and be enforceable by Indemnitee’s personal or legal representatives, executors, administrators,
heirs, distributees, legatees and other successors.


 


(c)
This Agreement is personal in nature and neither of the parties hereto shall, without the consent of the other, assign or delegate this
Agreement or any rights or obligations hereunder except as expressly provided in Sections 17(a) and 17(b). Without limiting
the generality or effect of the foregoing, Indemnitee’s right to receive payments hereunder shall not be assignable, whether by
pledge, creation of a security interest or otherwise, other than by a transfer by Indemnitee’s will or by the laws of descent and
distribution, and, in the event of any attempted assignment or transfer contrary to this Section 17(c), the Company shall have
no liability to pay any amount so attempted to be assigned or transferred.


 


18.
Notices. For all purposes of this Agreement, all communications, including notices, consents, requests or approvals, required
or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or on the date
sent if delivered by email so long as such communication is furnished to a nationally recognized overnight courier for next business
day delivery or five business days after having been mailed by United States registered or certified mail, return receipt requested,
postage prepaid or one business day after having been sent for next-day delivery by a nationally recognized overnight courier service,
addressed to the Company (to the attention of the secretary of the Company) and to Indemnitee at the applicable address shown on the
signature page hereto, or to such other address as any party may have furnished to the other in writing and in accordance herewith, except
that notices of changes of address will be effective only upon receipt.


 


19.
Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by and construed
in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such
State. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction of the Chancery Court of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action
instituted under this Agreement shall be brought only in the Chancery Court of the State of Delaware.


 


20.
Validity. If any provision of this Agreement or the application of any provision hereof to any person or circumstance is held
invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person
or circumstance shall not be affected, and the provision so held to be invalid, unenforceable or otherwise illegal shall be reformed
to the extent, and only to the extent, necessary to make it enforceable, valid or legal. In the event that any court or other adjudicative
body shall decline to reform any provision of this Agreement held to be invalid, unenforceable or otherwise illegal as contemplated by
the immediately preceding sentence, the parties thereto shall take all such action as may be necessary or appropriate to replace the
provision so held to be invalid, unenforceable or otherwise illegal with one or more alternative provisions that effectuate the purpose
and intent of the original provisions of this Agreement as fully as possible without being invalid, unenforceable or otherwise illegal.


 


21.
Miscellaneous. No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge
is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other
party hereto or compliance with any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver
of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. No agreements or representations, oral
or otherwise, expressed or implied with respect to the subject matter hereof have been made by either party that are not set forth expressly
in this Agreement. References to Sections are references to Sections of this Agreement.


 






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22.
Legal Fees and Expenses; Interest.


 


(a)
It is the intent of the Company that Indemnitee not be required to incur legal fees and/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 Indemnitee hereunder. Accordingly, without limiting the generality
or effect of any other provision hereof, if it should appear to Indemnitee that the Company has failed to comply with any of its obligations
under this Agreement (including its obligations under Section 3) or 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, Indemnitee the benefits provided or intended to be provided to Indemnitee hereunder, the Company
irrevocably authorizes Indemnitee from time to time to retain counsel of Indemnitee’s choice, at the expense of the Company as
hereafter provided, to advise and represent Indemnitee in connection with any such interpretation, enforcement or defense, including
the initiation or defense of any litigation or other legal action, whether by or against the Company or any director, officer, stockholder
or other person affiliated with the Company, in any jurisdiction. Notwithstanding any existing or prior attorney-client relationship
between the Company and such counsel, the Company irrevocably consents to Indemnitee’s entering into an attorney-client relationship
with such counsel, and in that connection the Company and Indemnitee agree that a confidential relationship shall exist between Indemnitee
and such counsel. Without respect to whether Indemnitee prevails, in whole or in part, in connection with any of the foregoing, the Company
will pay and be solely financially responsible for any and all attorneys’ and related fees and expenses incurred by Indemnitee
in connection with any of the foregoing to the fullest extent permitted or required by the laws of the State of Delaware in effect on
the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted or required payment
of such fees and expenses.


 


(b)
Any amount due to Indemnitee under this Agreement that is not paid by the Company by the date on which it is due will accrue interest
at the maximum legal rate under Delaware law from the date on which such amount is due to the date on which such amount is paid to Indemnitee.


 


23.
Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, (a) “it” or “its”
or words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number,
respectively, (c) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to
this entire Agreement, (d) the terms “Article,” “Section,” “Annex” or “Exhibit” refer
to the specified Article, Section, Annex or Exhibit of or to this Agreement, (e) the terms “include,” “includes”
and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed),
and (f) the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will
refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery
of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day,
then such period or date will be extended until the immediately following business day. As used herein, “business day” means
any day other than Saturday, Sunday or a United States federal holiday. Any reference to a law shall include any amendment thereof or
any successor thereto and any rules and regulations promulgated thereunder. Any reference to a contract is a reference to it as amended,
modified and supplemented from time to time.


 


24.
Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original but all of which
together shall constitute one and the same agreement.


 


[Signature
Page Follows]


 






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IN
WITNESS WHEREOF, Indemnitee has executed and the Company has caused its duly authorized representatives to execute this Agreement as
of the date first above written.


 





	 	MICROVAST
    HOLDINGS, inc.
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 
	 	Address:	 


 


	AGREED
    TO AND ACCEPTED BY:	 
	 	 	 
	INDEMNITEE	 
	 	 	 
	By:	                    	 
	Name:	 	 
	Address:	 	 
	Telephone:	 	 
	Email:	 	 





 





Microvast
Holdings, Inc.

Signature Page to Indemnification Agreement


 






     


     


    

 


EXHIBIT
A


 


UNDERTAKING


 


This
Undertaking is submitted pursuant to the Director and Officer Indemnification Agreement, dated as of ________________, _________ (the
“Indemnification Agreement”), between Microvast Holdings, Inc., a Delaware corporation (the “Company”),
and the undersigned. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Indemnification
Agreement.


 


The
undersigned hereby requests [payment], [advancement], [reimbursement] by the Company of Expenses which the undersigned
[has incurred] [reasonably expects to incur] in connection with ____________________ (the “Indemnifiable Claim”).


 


The
undersigned hereby undertakes to repay the [payment], [advancement], [reimbursement] of Expenses made by the Company
to or on behalf of the undersigned in response to the foregoing request if it is determined, following the final disposition of the Indemnifiable
Claim and in accordance with Section 8 of the Indemnification Agreement, that the undersigned is not entitled to indemnification by the
Company under the Indemnification Agreement with respect to the Indemnifiable Claim.


 


IN
WITNESS WHEREOF, the undersigned has executed this Undertaking as of this ________ day of ___________________, ______.


 








	 	 
	 	[Indemnitee]