Exhibit 10.2


 


BOARD OF DIRECTORS AGREEMENT


 


THIS BOARD OF DIRECTORS AGREEMENT (“Agreement”)
is made and entered into as of November 11, 2022 (“Signing Date”) and effective as of the date the Company became publicly
traded, September 27, 2022 (the “Effective Date”), by and between Atlis Motor Vehicles, Inc., a Delaware corporation
(the “Company”) with its principal place of business located at 1828 N. Higley Rd # 116, Mesa, AZ 85205 and Caryn
Nightengale, an individual (“Director”). This Agreement replaces and supersedes any previous Board of Directors Agreements
between Company and Director still in effect on the Effective Date.


 


1. Term


 


This Agreement shall continue for a period of
up to twelve (12) months from the Effective Date, or earlier in the event of an annual shareholders meeting, and shall continue thereafter
for as long as Director is elected as a member of the Board of Directors by the shareholders of the Company on a yearly basis. If re-elected,
this Agreement may be renewed for successive one year terms on the same or different terms. If Director is not duly re-appointed by shareholder
vote, Director’s term will end ten (10) calendar days following the annual shareholders meeting.


 


2. Position and Responsibilities


 


		(a)	Position. The Board of Directors hereby appoints the
                                            Director to serve as a Board Member until the 2023 annual shareholders meeting or the Director’s
                                            earlier resignation, removal or death. The Director shall perform such duties and responsibilities
                                            as are customarily related to such position in accordance with Company’s bylaws and
                                            applicable law, including, but not limited to, those services described on Exhibit
                                            A attached hereto (the “Services”).  Director hereby agrees
                                            to use his/her best efforts to provide the Services.  Director shall not allow any other
                                            person or entity to perform any of the Services for or instead of Director.  Director
                                            shall comply with the statutes, rules, regulations and orders of any governmental or quasi-governmental
                                            authority, which are applicable to the Company and the performance of the Services, and Company’s
                                            rules, regulations, and practices as they may from time-to-time be adopted or modified.



 


		(b)	Other Activities. Director may be employed by another
                                            company, may serve on other Boards of Directors or Advisory Boards, and may engage in any
                                            other business activity (whether or not pursued for pecuniary advantage), as long as such
                                            outside activities do not violate Director’s obligations under this Agreement or Director’s
                                            fiduciary obligations to the Company’s shareholders. The ownership of less than a 5%
                                            interest in an entity, by itself, shall not constitute a violation of this duty. Director
                                            represents that Director has no outstanding agreement or obligation that is in conflict with
                                            any of the provisions of this Agreement, and Director agrees to use her best efforts to avoid
                                            or minimize any such conflict and agrees not to enter into any agreement or obligation that
                                            could create such a conflict without the approval of a majority of the Board of Directors.
                                            If, at any time, Director is required to make any disclosure or take any action that may
                                            conflict with any of the provisions of this Agreement, Director will promptly notify the
                                            Board of such obligation, prior to making such disclosure or taking such action.



 






    	 	 	 



    	 



    

 


		(c)	No Conflict. Director will not engage in any activity
                                            that creates an actual or perceived conflict of interest with Company, regardless of whether
                                            such activity is prohibited by Company’s conflict of interest guidelines or this Agreement,
                                            and Director agrees to notify the Board of Directors before engaging in any activity that
                                            could reasonably be assumed to create a potential conflict of interest with Company. Notwithstanding
                                            the provisions of Section 2(b) hereof, Director shall not engage in any activity that is
                                            in direct competition with the Company or serve in any capacity (including, but not limited
                                            to, as an employee, consultant, advisor or director) in any company or entity that competes
                                            directly or indirectly with the Company, as reasonably determined by a majority of Company’s
                                            disinterested board members, without the approval of the Board of Directors.



 


 


3. Compensation and Benefits


 


		(a)	Equity Compensation. In consideration of the
                                            services rendered under this Agreement, Company shall issue Director quarterly equity compensation
                                            in the form of a Notice of Grant for $40,000 worth of Restricted Stock Units (“RSU’s”)
                                            each quarter. The number of RSU’s granted shall be calculated by dividing $40,000 by
                                            the closing share price on the final trading day of each financial quarter from September
                                            30, 2022 until the 2023 annual shareholder meeting. Such RSU’s shall be fully vested
                                            at the time of grant, subject to the conditions of Section 3 (c) below.



 


		(b)	IPO Bonus.  In recognition of Director’s
                                            efforts in helping the Company achieve public listing, Company shall grant Director an additional
                                            $25,000 worth of RSU’s. The IPO Bonus RSU’s will be granted as fully vested
                                            RSU’s via a Notice of Grant subject to Section 3 (c) below.



 


		(c)	Delayed Notice of Grant. The RSU
                                            Grants under Section 3 (a) and (b) above are subject to (i) corporate reorganization to parent
                                            public holding company Atlis, Inc or another named public holding company (“Pubco”);
                                            (ii) the Pubco’s stockholders approving the Pubco Equity Plan (“Stockholder
                                            Approval”) and (iii) approval of the terms and conditions of such award by the
                                            Committee (“Committee Approval”).  In order to receive the RSU Grant,
                                            you must remain in service as a Director of the Company or its affiliates through the dates
                                            of Stockholder Approval and Committee Approval.  The RSU Grant will vest on the final
                                            trading day of the week following Stockholder Approval and Committee Approval and will be
                                            subject to the Pubco Equity Plan and the RSU Grant award agreement.  For these purposes,
                                            the term “Committee” means the board of directors or its delegate, as
                                            provided under the equity incentive plan (the “Pubco Equity Plan”) intended
                                            to be adopted by the Company, its parent or subsidiary, or its successor. Equity Compensation
                                            and IPO Bonus RSU’s (“Delayed Equity Compensation”) for which the
                                            Notice of Grant has been delayed shall be calculated by dividing the total delayed equity
                                            compensation and IPO Bonus value by the closing share price on the final trading day of the
                                            first week after the Company’s Pubco Equity Plan has been approved (“Grant Date”).
                                            Delayed Equity Compensation shall be considered fully vested on the Grant Date.



 






    	 	 	 



    	 



    

 


		(d)	Stipend. In addition
                                            to quarterly equity compensation, Director shall be paid a $10,000 quarterly cash stipend
                                            at the closing of each financial quarter. One stipend payment shall be payable within ten
                                            (10) calendar days of the Signing Date, and subsequent stipend payments shall be due within
                                            ten (10) calendar days of the financial quarter closing dates (December 31, 2022, March 31,
                                            2023, June 30, 2023) until the 2023 annual shareholder meeting). 



 


		(e)	Expenses.
                                            The Company shall reimburse Director for all reasonable business expenses incurred in the
                                            performance of the Services in accordance with Company’s expense reimbursement guidelines.
                                            



 


		(f)	Indemnification. Company
                                            will indemnify and defend Director against any liability incurred in the performance of the
                                            Services to the fullest extent authorized in Company’s Articles of Incorporation, as
                                            amended, bylaws, as amended and applicable law. Company agrees to maintain a Director’s
                                            and Officer’s (D&O) insurance policy to further indemnify Director against any
                                            liability incurred in the performance of her duties as a director. Company agrees to notify
                                            Director of any changes in the D&O policy within 30 days of such change being effectuated.
                                            Company agrees to furnish Director with a current copy of each D&O policy.



 


		(g)	Records.
                                            So long as the Director shall serve as a member of the Company’s Board of Directors
                                            the Director shall have full access to books and records of Company and access to management
                                            of the Company.



 


 


4. Termination


 


		(a)	Right to Terminate. At any time, Director may be removed
                                            as Board Member as provided in Company’s Articles of Incorporation, as amended, bylaws,
                                            as amended, and applicable law. Director may resign as Board Member or Director as provided
                                            in Company’s Articles of Incorporation, as amended, bylaws, as amended, and applicable
                                            law. Notwithstanding anything to the contrary contained in or arising from this Agreement
                                            or any statements, policies, or practices of Company, neither Director nor Company shall
                                            be required to provide any advance notice or any reason or cause for termination of Director’s
                                            status as Board Member, except as provided in Company’s Articles of Incorporation,
                                            as amended, Company’s bylaws, as amended, and applicable law.



 






    	 	 	 



    	 



    

 


		(b)	Effect of Termination as Director. Upon Director’s
                                            termination this Agreement will terminate; Company shall pay to Director all compensation
                                            and expenses to which Director is entitled up through the date of termination; and Director
                                            shall be entitled to her rights under any other applicable law. Thereafter, all of Company’s
                                            obligations under this Agreement shall cease.



 


5. Termination Obligations


 


		(a)	Director agrees that all property, including, without limitation,
                                            all equipment, tangible proprietary information, documents, records, notes, contracts, and
                                            computer-generated materials provided to or prepared by Director incident to the Services
                                            and her membership on the Company’s Board of Directors or any committee therefore the
                                            sole and exclusive property of the Company and shall be promptly returned to the Company
                                            at such time as the Director is no longer a member of the Company’s Board of Directors.



 


		(b)	Upon termination of this Agreement, Director shall be deemed
                                            to have resigned from all offices then held with Company by virtue of her position as Board
                                            Member. Director agrees that following any termination of this Agreement, he shall cooperate
                                            with Company in the winding up or transferring to other directors of any pending work and
                                            shall also cooperate with Company (to the extent allowed by law, and at Company’s expense)
                                            in the defense of any action brought by any third party against Company that relates to the
                                            Services.



 


 


6. Nondisclosure Obligations


 


Director shall maintain in confidence and shall
not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Confidential Information (as defined
below) or trade secrets belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform
the Services, as required by a lawful government order or subpoena, or as authorized in writing by Company. These nondisclosure obligations
also apply to Proprietary Information belonging to customers and suppliers of Company, and other third parties, learned by Director as
a result of performing the Services. “Confidential Information” means all information pertaining in any manner to
the business of Company, unless (i) the information is or becomes publicly known through lawful means; (ii) the information was part
of Director’s general knowledge prior to her relationship with Company; or (iii) the information is disclosed to Director without
restriction by a third party who rightfully possesses the information and did not learn of it from Company.


 


7. Dispute Resolution


 


		(a)	Mediation. In the event of a dispute between Director
                                            and Company, the parties agree to exercise good faith efforts to negotiate a resolution.
                                            If the parties are unable to resolve the dispute themselves, they agree to employ a mutually
                                            agreeable third party mediator. Parties agree to participate in the mediation in good faith
                                            in an attempt to resolve the conflict in advance of initiating litigation.



 






    	 	 	 



    	 



    

 


		(b)	Jurisdiction and Venue. The parties agree that any
                                            suit, action, or proceeding between Director and Company (and its affiliates, shareholders,
                                            directors, officers, employees, members, agents, successors, attorneys, and assigns) relating
                                            to this Agreement shall be brought in either the United States District Court for the State
                                            of Arizona or in an Arizona state court and that the parties shall submit to the jurisdiction
                                            of such court. The parties irrevocably waive, to the fullest extent permitted by law, any
                                            objection the party may have to the laying of venue for any such suit, action or proceeding
                                            brought in such court. If any one or more provisions of this Section shall for any reason
                                            be held invalid or unenforceable, it is the specific intent of the parties that such provisions
                                            shall be modified to the minimum extent necessary to make it or its application valid and
                                            enforceable.



 


		(c)	Attorneys’ Fees. Should any litigation, arbitration
                                            or other proceeding be commenced between the parties concerning the rights or obligations
                                            of the parties under this Agreement, the party prevailing in such proceeding shall be entitled,
                                            in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys’
                                            fees in such proceeding. This amount shall be determined by the court in such proceeding
                                            or in a separate action brought for that purpose. In addition to any amount received as attorneys’
                                            fees, the prevailing party also shall be entitled to receive from the party held to be liable,
                                            an amount equal to the attorneys’ fees and costs incurred in enforcing any judgment
                                            against such party. This Section is severable from the other provisions of this Agreement
                                            and survives any judgment and is not deemed merged into any judgment.



 


8. Entire Agreement


 


This Agreement constitutes the entire understanding
between the parties hereto superseding all prior and contemporaneous agreements or understandings among the parties hereto concerning
the Agreement.


 


9. Amendments; Waivers


 


This Agreement may be amended, modified, superseded
or canceled, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, only by a written instrument
executed by the parties or, in the case of a waiver, by the party to be charged.  Any amendment or waiver by the Company must be
approved by the Company’s Board of Directors and executed on behalf of the Company by its Chief Executive Officer.  If the
Director shall also serve as Chief Executive Officer, such amendment or waiver must be executed on behalf of the Company by an officer
designed by the Company’s Board of Directors.


 


 


10. Assignment


 


This Agreement shall not be assignable by either
party.


 






    	 	 	 



    	 



    

 


11. Severability


 


If any provision of this Agreement shall be held
by a court to be invalid, unenforceable, or void, such provision shall be enforced to fullest extent permitted by law, and the remainder
of this Agreement shall remain in full force and effect. In the event that the time period or scope of any provision is declared by a
court of competent jurisdiction to exceed the maximum time period or scope that such court deems enforceable, then such court shall reduce
the time period or scope to the maximum time period or scope permitted by law.


 


12. Governing Law


 


This Agreement shall be governed by and construed
in accordance with the laws of the State of Arizona.


 


13. Interpretation


 


This Agreement shall be construed as a whole,
according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should be
ignored in the interpretation of the Agreement.


 


14. Binding Agreement


 


Each party represents and warrants to the other
that the person(s) signing this Agreement below has authority to bind the party to this Agreement and that this Agreement will legally
bind both Company and Director. To the extent that the practices, policies, or procedures of Company, now or in the future, are inconsistent
with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Director’s duties or
compensation as Board Member will not affect the validity or scope of the remainder of this Agreement.


 


15. Mutual Non-Disparagement


 


Director and the Company mutually agree to forbear
from making, causing to be made, publishing, ratifying, or endorsing any and all disparaging remarks, derogatory statements or comments
made to any party with respect to either of them. Further, the Parties agree to forbear from making any public or non-confidential statement
with respect to any claim or complaint against either party without the mutual consent of each party, to be given in advance of any such
statement.


 


16. Director Acknowledgment


 


Director acknowledges Director has had the opportunity
to consult legal counsel concerning this Agreement, that Director has read and understands the Agreement, that Director is fully aware
of its legal effect, and that Director has entered into it freely based on her own judgment and not on any representations or promises
other than those contained in this Agreement.


 






    	 	 	 



    	 



    

 


17. Cooperation


 


 In the event of any claim or litigation
against the Company and/or Director based upon any alleged conduct, acts or omissions of Director during the tenure of Director as an
officer of the Company, whether known or unknown, threatened or not as of the time of this writing, the Company will cooperate with Director
and provide to Director such information and documents as are necessary and reasonably requested by Director or her counsel, subject
to restrictions imposed by federal or state securities laws or court order or injunction. The Company shall cooperate in all respects
to ensure that Director has access all available insurance coverage and shall do nothing to damage Director’s status as an insured,
and shall provide all necessary information for Director to make or tender any claim under applicable coverage.


 


18. Counterparts


 


This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


 


 


19. Date of Agreement


 


The parties have duly signed this Agreement as
of November 11, 2022 with an effective date of September 27, 2022.


 


20. Signatures


 


 


	 	ATLIS MOTOR VEHICLES, INC.	 	 	Caryn Nightengale	 
	 	a Delaware Corporation	 	 	Individual	 
	 	 	 	 	 	 
	 	/s/ Mark
    Hanchett	 	 	/s/ Caryn
    Nightengale	 
	Name	Mark Hanchett	 	Name	Caryn Nightengale	 
	Title	CEO	 	Title	Director	 


 






    	 	 	 



    	 



    

 


EXHIBIT A


 


DESCRIPTION OF SERVICES


 


Responsibilities as Director. Director shall have all responsibilities
of a Director of the Company imposed by Delaware, Arizona, or other applicable law, the Articles of Incorporation, as amended, and Bylaws,
as amended, of Company. These responsibilities shall include, but shall not be limited to, the following:


 


		1.	Attendance.
                                            Use best efforts to attend regularly scheduled and special meetings of Company’s Board
                                            of Directors, along with Committee Meetings. Company will conduct four (4) in-person quarterly
                                            board meetings and Committee Meetings as regularly scheduled, but may call special board
                                            meetings as necessary. Special board meetings shall be conducted on an as-needed basis
                                            via remote teleconference.



 


		2.	Executive Sessions. From time to time, and especially
                                            during the term of this agreement, the Chairman of the Board may call Executive Sessions
                                            or emergency board meetings. Director will be expected to participate in such meetings, as
                                            necessary.



 


		3.	Consult.  Meet with the Company upon request to discuss
                                            any matter involving the Company or its Subsidiaries, which may involve issues of which the
                                            Director has knowledge or expertise. Director acknowledges and agrees that the Company may
                                            rely upon Director’s expertise in any business discipline where Director has knowledge
                                            and/or experience that may contribute to the facilitation of Company’s operations.
                                            Director acknowledges that such requests may involve substantial time and efforts.



 


		4.	Act as a Fiduciary. Represent the shareholders and the
                                            interests of Company as a fiduciary; and



 


		5.	Participation. Participate as a full voting member of
                                            Company’s Board of Directors in setting overall objectives, approving plans and programs
                                            of operation, formulating general policies, offering advice and counsel, serving on Board
                                            Committees, and reviewing management performance.





 


		6.	Commitment. Based upon the foregoing responsibilities,
                                            Director shall be expected to commit an average of at least 10 hours per month to Company
                                            business. Director shall not be expected to dedicate more than 15 hours of time to Company
                                            business per month.