Exhibit 10.11


 


INDEMNIFICATION
And Advancement AGREEMENT


 


This Indemnification and
Advancement Agreement (“Agreement”) is made as of November 22, 2022 by and between Tempo Automation Holdings, Inc.
a Delaware corporation (the “Company”), and [ · ],
a member of the Board of Directors and an officer of the Company (“Indemnitee”). This Agreement supersedes and replaces any
and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.


 


RECITALS


 


WHEREAS, the Board of Directors
of the Company (the “Board”) believes that highly competent persons have become more reluctant to serve publicly-held corporations
as directors, officers, or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification
and advancement of expenses 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 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 Company’s Bylaws and Certificate of Incorporation
of the Company 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, Certificate of Incorporation, 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
and advancement of expenses;


 


WHEREAS, the uncertainties
relating to such insurance, to indemnification, and to advancement of expenses may increase 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, Certificate of Incorporation and any resolutions adopted pursuant thereto, as well as
any rights of Indemnitee under any directors’ and officers’ liability insurance policy, and is not a substitute therefor,
and does not diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee does
not regard the protection available under the Bylaws, Certificate of Incorporation, and insurance as adequate in the present circumstances,
and may not be willing to serve or continue to serve as an officer or director without adequate additional protection, and the Company
desires Indemnitee to serve or continue 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 Indemnitee be so indemnified and advanced expenses.


 


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 and an officer 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). This Agreement
does not create any obligation on the Company to continue Indemnitee in such position and is not an employment contract between the Company
(or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2.           Definitions.
As used in this Agreement:


 


(a)           “Agent”
means any person who is authorized by the Company or an Enterprise to act for or represent the interests of the Company or an Enterprise,
respectively.


 


(b)           A
 “Change in Control” occurs 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;


 






    	 	-2-	 



     


    

 


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 50% of the
combined voting power of the voting securities of the surviving entity outstanding immediately after such merger or consolidation and
with the power to elect 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.


 


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


 


		1	“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.



 


		2	“Person” has the meaning as set forth in Sections 13(d) and 14(d) of the Exchange
Act; provided, however, that Person excludes (i) the Company, (ii) any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, and (iii) any entity owned, directly or indirectly, by the stockholders of the Company in substantially
the same proportions as their ownership of stock of the Company.



 


		3	“Beneficial Owner” has the meaning given to such term in Rule 13d-3 under the Exchange
Act; provided, however, that Beneficial Owner excludes 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 acting as a director, officer, employee, fiduciary, or Agent of the Company
or an Enterprise.


 


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


 






    	 	-3-	 



     


    

 


(e)           “Enterprise”
means any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other entity for which
Indemnitee is or was serving at the request of the Company as a director, officer, employee, or Agent.


 


(f)            “Expenses”
includes all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and other costs 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, obligations, or expenses of the types customarily incurred in connection
with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating
in, a Proceeding. Expenses also include (i) Expenses incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond
or its equivalent, and (ii) for purposes of Section 14(d) only, Expenses incurred by Indemnitee in connection with the
interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses, however,
do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 


(g)           “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 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” does 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.


 


(h)           The
term “Proceeding” includes 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 Indemnitee’s Corporate Status or by reason of any action taken by Indemnitee
(or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s part while acting pursuant to Indemnitee’s
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. A Proceeding also includes a situation the Indemnitee
believes in good faith may lead to or culminate in the institution of a Proceeding.


 






    	 	-4-	 



     


    

 


Section 3.           Indemnity
in Third-Party Proceedings. The Company will 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, the Company will indemnify Indemnitee to the fullest extent permitted
by applicable law against all Expenses, judgments, fines and amounts paid in settlement (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee 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 Indemnitee’s conduct was unlawful.


 


Section 4.           Indemnity
in Proceedings by or in the Right of the Company. The Company will 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, the Company will indemnify Indemnitee to the fullest extent
permitted by applicable law against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company. The Company will not indemnify Indemnitee for Expenses under this Section 4
related to any claim, issue or matter in a Proceeding for which Indemnitee has been finally adjudged by a court to be liable to the Company,
unless, and only to the extent that, the Court of Chancery of the state of Delaware (the “Delaware Court”) or any court in
which the Proceeding was brought determines upon application by Indemnitee that, despite the adjudication of liability but in view of
all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnification.


 


Section 5.           Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the fullest extent permitted by applicable law, the Company will indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee in connection with any Proceeding to the extent that Indemnitee
is successful, on the merits or otherwise. 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 will indemnify Indemnitee
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s 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 5 and without limitation,
the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful
result as to such claim, issue or matter.


 


Section 6.           Indemnification
for Expenses of a Witness. To the fullest extent permitted by applicable law, the Company will indemnify Indemnitee against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with any Proceeding to which Indemnitee is
not a party but to which Indemnitee is a witness, deponent, interviewee, or otherwise asked to participate or provide information.


 


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 will indemnify Indemnitee for the portion thereof to which Indemnitee
is entitled.


 






    	 	-5-	 



     


    

 


Section 8.           Additional
Indemnification. Notwithstanding any limitation in Sections 3, 4, or 5, the Company will indemnify Indemnitee to the fullest extent
permitted by applicable law (including but not limited to, the DGCL and any amendments to or replacements of the DGCL adopted after the
date of this Agreement that expand the Company’s ability to indemnify its officers and directors) if Indemnitee 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).


 


Section 9.           Exclusions.
Notwithstanding any provision in this Agreement, the Company is not obligated under this Agreement to make any indemnification payment
to Indemnitee in connection with any Proceeding:


 


(a)           for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except to
the extent provided in Section 16(b) and 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, (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)           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 Proceeding or part of any Proceeding is to enforce Indemnitee’s rights
to indemnification or advancement, of Expenses, including a Proceeding (or any part of any Proceeding) initiated pursuant to Section 14
of this Agreement, (ii) the Board authorized the Proceeding (or any part of any Proceeding) prior to its initiation or (iii) the
Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 


Section 10.         Advances
of Expenses.


 


(a)           The
Company will 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 or any Proceeding (or any part of any Proceeding) initiated by Indemnitee if (i) the
Proceeding or part of any Proceeding is to enforce Indemnitee’s rights to obtain indemnification or advancement of Expenses from
the Company or Enterprise, including a proceeding initiated pursuant to Section 14 or (ii) the Board authorized the Proceeding
(or any part of any Proceeding) prior to its initiation. The Company will advance the Expenses 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.


 






    	 	-6-	 



     


    

 


(b)           Advances
will be unsecured and interest free. Indemnitee hereby undertakes to repay any amounts so advanced (without interest) to the extent that
it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company, thus Indemnitee qualifies for advances upon
the execution of this Agreement and delivery to the Company. No other form of undertaking is required other than the execution of this
Agreement. The Company will make advances 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.


 


Section 11.         Procedure
for Notification of Claim for Indemnification or Advancement.


 


(a)           Indemnitee
will notify the Company in writing of any Proceeding 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. Indemnitee will include
in the written notification to the Company a description of the nature of the Proceeding and the facts underlying the Proceeding and provide
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. Indemnitee’s failure to notify
the Company will not relieve the Company from any obligation it may have to Indemnitee under this Agreement, and any delay in so notifying
the Company will not constitute a waiver by Indemnitee of any rights under this Agreement. The Secretary of the Company will, promptly
upon receipt of such a request for indemnification or advancement, advise the Board in writing that Indemnitee has requested indemnification
or advancement.


 


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


 


Section 12.         Procedure
Upon Application for Indemnification.


 


(a)           Unless
a Change of Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made:


 


i.           by
a majority vote of the Disinterested Directors, even though less than a quorum of the Board;


 


ii.          by
a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of
the Board;


 






    	 	-7-	 



     


    

 


iii.         if
there are no such Disinterested Directors or, if such Disinterested Directors so direct, by written opinion provided by Independent Counsel
selected by the Board; or


 


iv.         if
so directed by the Board, by the stockholders of the Company.


 


(b)           If
a Change in Control has occurred, the determination of Indemnitee’s entitlement to indemnification will be made by written opinion
provided by Independent Counsel selected by Indemnitee (unless Indemnitee requests such selection be made by the Board)


 


(c)           The
party selecting Independent Counsel pursuant to subsection (a)(iii) or (b) of this Section 12 will provide written notice
of the selection to the other party. The notified party may, within ten (10) days after receiving written notice of the selection
of Independent Counsel, deliver to the selecting party 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 will set forth with particularity the factual basis of
such assertion. Absent a proper and timely objection, the person so selected will 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 thirty (30) 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, Independent Counsel has not been selected or, if selected, any objection to has not been resolved, either the
Company or Indemnitee may petition the Delaware Court for resolution of any objection made by the Company or Indemnitee to the other’s
selection or 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 designates. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 14(a) of
this Agreement, Independent Counsel will be discharged and relieved of any further responsibility in such capacity (subject to the
applicable standards of professional conduct then prevailing).


 


(d)           Indemnitee
will cooperate with the person, persons or entity making the determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
The Company will advance and pay any Expenses incurred by Indemnitee in so cooperating with the person, persons or entity making the indemnification
determination 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 of the determination that Indemnitee
is or is not entitled to indemnification, including a description of any reason or basis for which indemnification has been denied and
providing a copy of any written opinion provided to the Board by Independent Counsel.


 


(e)           If
it is determined that Indemnitee is entitled to indemnification, the Company will make payment to Indemnitee within thirty (30) days after
such determination.


 






    	 	-8-	 



     


    

 


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
will, to the fullest extent not prohibited by law, presume 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 will, to the
fullest extent not prohibited by law, have the burden of proof to overcome 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, will
be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(b)           If
the determination of the Indemnitee’s entitlement to indemnification has not been made pursuant to Section 12 within sixty
(60) days after the later of (i) receipt by the Company of Indemnitee’s request for indemnification pursuant to Section 11(a) and
(ii) the final disposition of the Proceeding for which Indemnitee requested Indemnification (the “Determination Period”),
the requisite determination of entitlement to indemnification will, to the fullest extent not prohibited by law, be deemed to have been
made and Indemnitee will 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. The Determination 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, the Determination Period will not apply (i) if the determination of entitlement to indemnification
is to be made by the stockholders pursuant to Section 12(a)(iv) 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.


 


(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, will 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 Indemnitee
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 Indemnitee’s conduct was unlawful.


 






    	 	-9-	 



     


    

 


(d)           For
purposes of any determination of good faith, Indemnitee will be deemed to have acted in good faith if Indemnitee acted based on the
records or books of account of the Company, its subsidiaries, or an Enterprise, including financial statements, or on information supplied
to Indemnitee by the directors or officers of the Company, its subsidiaries, or an Enterprise in the course of their duties, or on the
advice of legal counsel for the Company, its subsidiaries, or an Enterprise or on information or records given or reports made to the
Company or an Enterprise by an independent certified public accountant or by an appraiser, financial advisor or other expert selected
with reasonable care by or on behalf of the Company, its subsidiaries, or an Enterprise. Further, Indemnitee will be deemed to have
acted in a manner “not opposed to the best interests of the Company,” as referred to in this Agreement if Indemnitee acted
in good faith and in a manner Indemnitee reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan. The provisions of this Section 13(d) is not exclusive and do not 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 may not be imputed to Indemnitee for purposes of determining Indemnitee’s right to indemnification under this
Agreement.


 


Section 14.         Remedies
of Indemnitee.


 


(a)           Indemnitee
may commence litigation against the Company in the Delaware Court to obtain indemnification or advancement of Expenses provided by this
Agreement 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) the Company does not advance Expenses pursuant to Section 10 of this Agreement,
(iii) the determination of entitlement to indemnification is not made pursuant to Section 12 of this Agreement within the Determination
Period, (iv) the Company does not indemnify Indemnitee pursuant to Section 5 or 6 or the second to last sentence of Section 12(d) of
this Agreement within thirty (30) days after receipt by the Company of a written request therefor, (v) the Company does not indemnify
Indemnitee pursuant to Section 3, 4, 7, or 8 of this Agreement within thirty (30) 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. Alternatively, Indemnitee or the
Company, at each such party’s respective 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 must commence such Proceeding seeking an
adjudication or an award in arbitration within one hundred and eighty (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 does
not apply in respect of a Proceeding brought by Indemnitee to enforce Indemnitee’s rights under Section 5 of this Agreement.
The Company will not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 


(b)           If
a determination is made pursuant to Section 12 of this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding or arbitration commenced pursuant to this Section 14 will be conducted in all respects as a de novo trial, or arbitration,
on the merits and Indemnitee may not be prejudiced by reason of that adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 14 the Company will have the burden of proving Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be, and will not introduce evidence of the determination made pursuant to Section 12 of
this Agreement.


 






    	 	-10-	 



     


    

 


(c)           If
a determination is made pursuant to Section 12 of this Agreement that Indemnitee is entitled to indemnification, the Company will
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 is, to the fullest extent not prohibited by law, 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 will
stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.


 


(e)           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, to the fullest extent permitted by law, will (within thirty (30) days after receipt by the Company of a written
request therefor) advance to Indemnitee such Expenses which are incurred by Indemnitee in connection with any action concerning this Agreement, Indemnitee’s
right to indemnification or advancement of Expenses from the Company, or concerning any directors’ and officers’ liability
insurance policies maintained by the Company, and will indemnify Indemnitee against any and all such Expenses unless the court determines
that Indemnitee’s claims in such action were made in bad faith or were frivolous or are prohibited by law.


 


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


 


(a)           The
indemnification and advancement of Expenses provided by this Agreement are not 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. The indemnification and advancement of Expenses provided by this Agreement may not be limited or restricted
by any amendment, alteration or repeal of this Agreement in any way with respect to any action taken or omitted by Indemnitee in Indemnitee’s
Corporate Status occurring prior to any amendment, alteration or repeal of this Agreement. 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, Certificate of Incorporation, or this Agreement, it is the intent of the parties hereto that Indemnitee 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 is 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, will not prevent
the concurrent assertion or employment of any other right or remedy.


 






    	 	-11-	 



     


    

 


(b)           The
Company hereby acknowledges that Indemnitee may have certain rights to indemnification, advancement of Expenses and/or insurance provided
by one or more other Persons with whom or which Indemnitee may be associated. The relationship between the Company and such other Persons,
other than an Enterprise, with respect to the Indemnitee’s rights to indemnification, advancement of Expenses, and insurance is
described by this subsection, subject to the provisions of subsection (d) of this Section 15 with respect to a Proceeding concerning
Indemnitee’s Corporate Status with an Enterprise.


 


i.           The
Company hereby acknowledges and agrees:


 


1)           the
Company’s obligations to Indemnitee are primary and any obligation of any other Persons, other than an Enterprise, are secondary
(i.e., the Company is the indemnitor of first resort) with respect to any request for indemnification or advancement of Expenses made
pursuant to this Agreement concerning any Proceeding;


 


2)           the
Company is primarily liable for all indemnification and indemnification or advancement of Expenses obligations for any Proceeding, whether
created by law, the Bylaws, the Certificate of Incorporation, contract (including this Agreement) or otherwise;


 


3)           any
obligation of any other Persons with whom or which Indemnitee may be associated to indemnify Indemnitee and/or advance Expenses to Indemnitee
in respect of any proceeding are secondary to the obligations of the Company’s obligations;


 


4)           the
Company will indemnify Indemnitee and advance Expenses 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


 


ii.          the
Company irrevocably waives, relinquishes and releases (A) any other Person with whom or which Indemnitee may be associated from any
claim of contribution, subrogation, reimbursement, exoneration or indemnification, or any other recovery of any kind in respect of amounts
paid by the Company to Indemnitee pursuant to this Agreement and (B) any right to participate in any claim or remedy of Indemnitee
against any Person, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from any Person, directly or indirectly, in cash or other property or by set-off or in any other
manner, payment or security on account of such claim, remedy or right.


 


iii.         In
the event any other Person with whom or which Indemnitee may be associated or their insurers advances or extinguishes any liability or
loss for Indemnitee, the payor has a right of subrogation against the Company or its insurers for all amounts so paid which would otherwise
be payable by the Company or its insurers under this Agreement. In no event will payment 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 the Company’s
obligation to indemnify or advance of Expenses to any other Person with whom or which Indemnitee may be associated.


 






    	 	-12-	 



     


    

 


iv.         Any
indemnification or advancement of Expenses provided by any other Person with whom or which Indemnitee may be associated is specifically
in excess over the Company’s obligation to indemnify and advance Expenses or any valid and collectible insurance (including but
not limited to any malpractice insurance or professional errors and omissions insurance) provided by the Company.


 


(c)           To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents of the Company, the Company will obtain a policy or policies covering Indemnitee to the maximum extent of the coverage available
for any such director, officer, employee or agent under such policy or policies, including coverage in the event the Company does not
or cannot, for any reason, indemnify or advance Expenses to Indemnitee as required by this Agreement. If, at the time of the receipt of
a notice of a claim pursuant to this Agreement, the Company has director and officer liability insurance in effect, the Company will 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 will 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. Indemnitee
agrees to assist the Company efforts to cause the insurers to pay such amounts and will comply with the terms of such policies, including
selection of approved panel counsel, if required.


 


(d)           The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee for any Proceeding concerning Indemnitee’s Corporate
Status with an Enterprise will be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses
from such Enterprise. The Company and Indemnitee intend that any such Enterprise (and its insurers) be the indemnitor of first resort
with respect to indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate
Status with such Enterprise. The Company’s obligation to indemnify and advance Expenses to Indemnitee is secondary to the obligations
the Enterprise or its insurers owe to Indemnitee. Indemnitee agrees to take all reasonably necessary and desirable action to obtain from
an Enterprise indemnification and advancement of Expenses for any Proceeding related to or arising from Indemnitee’s Corporate Status
with such Enterprise.


 


(e)           In
the event of any payment made by the Company under this Agreement, the Company will be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee from any Enterprise or its insurance carrier. Indemnitee will 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.


 


Section 16.         Duration
of Agreement. This Agreement continues until and terminates upon the later of: (a) ten (10) years after the date that Indemnitee
ceases to have a Corporate Status or (b) one (1) year after the final termination of any Proceeding then pending in respect
of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and of any Proceeding commenced by Indemnitee
pursuant to Section 14 of this Agreement relating thereto. The indemnification and advancement of Expenses rights provided by or
granted pursuant to this Agreement are 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), 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 inure to the benefit of Indemnitee and Indemnitee’s spouse, assigns, heirs, devisees, executors and
administrators and other legal representatives.


 






    	 	-13-	 



     


    

 


Section 17.         Severability.
If any provision or provisions of this Agreement is 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) will not in any way be affected or impaired thereby and remain enforceable to the fullest extent permitted by
law; (b) such provision or provisions will 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) will be construed so as to give effect to the intent manifested thereby.


 


Section 18.         Interpretation.
Any ambiguity in the terms of this Agreement will be resolved in favor of Indemnitee and in a manner to provide the maximum indemnification
and advancement of Expenses permitted by law. The Company and Indemnitee intend that this Agreement provide to the fullest extent permitted
by law for indemnification and advancement in excess of that expressly provided, without limitation, by the Certificate of Incorporation,
the Bylaws, vote of the Company stockholders or disinterested directors, or applicable law.


 


Section 19.         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 or continuing to serve 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, any directors’
and officers’ insurance maintained by the Company and applicable law, and is not a substitute therefor, nor to diminish or abrogate
any rights of Indemnitee thereunder.


 


Section 20.         Modification
and Waiver. No supplement, modification or amendment of this Agreement is binding unless executed in writing by the parties hereto.
No waiver of any of the provisions of this Agreement will be deemed or constitutes a waiver of any other provisions of this Agreement
nor will any waiver constitute a continuing waiver.


 






    	 	-14-	 



     


    

 


Section 21.         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 does not relieve the Company of any obligation which
it may have to the Indemnitee under this Agreement or otherwise.


 


Section 22.         Notices.
All notices, requests, demands and other communications under this Agreement will be in writing and will be deemed to have been duly given
if (a) delivered by hand to the other party, (b) sent by reputable overnight courier to the other party or (c) sent by
facsimile transmission or electronic mail, with receipt of oral confirmation that such communication has been received:


 


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


 


		(b)	If to the Company to:



 


Tempo Automation, Inc.


2460 Alameda St.

San Francisco, CA 94103


Attention: Ryan Benton, Chief Financial Officer


Email: rbenton@tempoautomation.com


 


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


 


Section 23.         Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will 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).


 


Section 24.         Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties are 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 pursuant to Section 14(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree
that any action, claim, or proceeding between the parties arising out of or in connection with this Agreement may be brought only in 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, claim, or proceeding arising out of or in connection
with this Agreement, (iii) waive any objection to the laying of venue of any such action, claim, or proceeding in the Delaware Court,
and (iv) waive, and agree not to plead or to make, any claim that any such action, claim, or proceeding brought in the Delaware Court
has been brought in an improper or inconvenient forum.


 






    	 	-15-	 



     


    

 


Section 25.         Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which will for all purposes be deemed to be an original
but all of which together constitutes 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 26.         Headings.
The headings of this Agreement are inserted for convenience only and do not constitute part of this Agreement or affect the construction
thereof.


 


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


 


	COMPANY	 	INDEMNITEE
	 	 	 	 
	 	 	 	 
	By:	 	 	 
	Name:	                          	 	Name: [ · ]
	Office:	 	 	Address:	                          
	 	 	 	 
	 	 	 	 



 






    	 	-16-