Exhibit 10.1


 


SOLID POWER, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (this “Agreement”)
is dated as of [insert date], and is between Solid Power, Inc., a Delaware corporation (the “Company”),
and [insert name of indemnitee] (“Indemnitee”).


 


RECITALS


 


A.            Indemnitee’s
service to the Company substantially benefits the Company.


 


B.            Individuals
are reluctant to serve as directors or officers of corporations or in certain other capacities unless they are provided with adequate
protection through insurance or indemnification against the risks of claims and actions against them arising out of such service.


 


C.            Indemnitee
does not regard the protection currently provided by applicable law, the Company’s governing documents and any insurance as adequate
under the present circumstances, and Indemnitee may not be willing to serve as a director or officer without additional protection.


 


D.            In
order to induce Indemnitee to continue to provide services to the Company, it is reasonable, prudent and necessary for the Company to
contractually obligate itself to indemnify, and to advance expenses on behalf of, Indemnitee as permitted by applicable law.


 


E.            This
Agreement is a supplement to and in furtherance of the indemnification provided in the Company’s certificate of incorporation and
bylaws, and any resolutions adopted pursuant thereto, and this Agreement shall not be deemed a substitute therefor, nor shall this Agreement
be deemed to limit, diminish or abrogate any rights of Indemnitee thereunder.


 


The parties therefore agree as follows:


 


1.            Definitions.


 


(a)            A
 “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of
any of the following events:


 


(i)            Acquisition
of Stock by Third Party. Any Person (as defined below) becomes the Beneficial Owner (as defined below), directly or indirectly, of
securities of the Company representing 15% or more of the combined voting power of the Company’s then outstanding securities;


 


(ii)            Change
in Board Composition. During any period of two consecutive years (not including any period prior to the execution of this Agreement),
individuals who at the beginning of such period constitute the Company’s board of directors, and any new directors (other than
a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Sections 1(a)(i),
1(a)(iii) or 1(a)(iv)) whose election by the board of directors 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 Company’s board of directors;


 






     


     


    

 


(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. 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 in response to any similar item on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended,
whether or not the Company is then subject to such reporting requirement.


 


For purposes of this Section 1(a), the following
terms shall have the following meanings:


 


(1)            “Person”
shall have the meaning as set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended; provided,
however, that “Person” shall exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, and (iii) any corporation owned, directly or indirectly, by the stockholders of the Company
in substantially the same proportions as their ownership of stock of the Company.


 


(2)            “Beneficial
Owner” shall have the meaning given to such term in Rule 13d-3 under the Securities Exchange Act of 1934, as amended;
provided, however, that “Beneficial Owner” shall exclude any Person otherwise becoming a Beneficial Owner by reason of (i) the
stockholders of the Company approving a merger of the Company with another entity or (ii) the Company’s board of directors
approving a sale of securities by the Company to such Person.


 


(b)            “Corporate
Status” describes the status of a person who is or was a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or any other Enterprise.


 


(c)            “DGCL”
means the General Corporation Law of the State of Delaware.


 


(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.


 


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


 


(f)            “Expenses”
include all reasonable and actually incurred attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and
all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute
or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding. 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 their equivalent, and (ii) for purposes of Section 12(c),
Expenses incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this
Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 






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(g)            “Independent
Counsel” means a law firm, or a partner or 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 as Independent Counsel with respect to matters concerning Indemnitee under this Agreement, or other
indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the
Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(h)            “Proceeding”
means any threatened, pending or completed action, suit, arbitration, mediation, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal,
administrative or investigative nature, including any appeal therefrom and including without limitation any such Proceeding pending as
of the date of this Agreement, in which Indemnitee was, is or will be involved as a party, a potential party, a non-party witness or
otherwise by reason of (i) the fact that Indemnitee is or was a director or officer of the Company, (ii) any action taken by
Indemnitee or any action or inaction on Indemnitee’s part while acting as a director or officer of the Company, or (iii) the
fact that he or she is or was serving at the request of the Company as a director, trustee, general partner, managing member, officer,
employee, agent or fiduciary of the Company or any other Enterprise, in each case whether or not serving in such capacity at the time
any liability or Expense is incurred for which indemnification or advancement of expenses can be provided under this Agreement.


 


(i)            Reference
to “other enterprises” shall include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to any employee benefit plan; references to “serving at
the request of the Company” shall include any service as a director, officer, employee or agent of the Company that imposes
duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants
or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the best interests of the
participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the
best interests of the Company” as referred to in this Agreement.


 


2.            Indemnity
in Third-Party Proceedings. The Company shall indemnify Indemnitee in accordance with the provisions of this Section 2 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 2, Indemnitee shall be indemnified to the fullest extent permitted
by applicable law against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee
or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 






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3.            Indemnity
in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee in accordance with the provisions of this
Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified to the fullest extent
permitted by applicable law against all Expenses 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 he or she reasonably believed
to be in or not opposed to the best interests of the Company. No indemnification for Expenses shall be made under this Section 3
in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged by a court of competent jurisdiction to be liable
to the Company, unless and only to the extent that the Delaware Court of Chancery or any court in which the Proceeding was brought shall
determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court of Chancery or such other court shall deem
proper.


 


4.            Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. To the extent that Indemnitee is a party to or a participant in and is
successful (on the merits or otherwise) in defense of any Proceeding or any claim, issue or matter therein, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.
For purposes of this section, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


5.            Indemnification
for Expenses of a Witness. To the extent that Indemnitee is, by reason of his or her Corporate Status, a witness in any Proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified to the extent permitted by applicable law against all Expenses
actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 


6.            Additional
Indemnification.


 


(a)            Notwithstanding
any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if
Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right
of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.


 


(b)            For
purposes of Section 6(a), the meaning of the phrase “to the fullest extent permitted by applicable law”
shall include, but not be limited to:


 


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


 


(ii)            the
fullest extent authorized or permitted by any amendments to or replacements of the DGCL adopted after the date of this Agreement that
increase the extent to which a corporation may indemnify its officers and directors.


 






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7.            Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnity in
connection with any Proceeding (or any part of any Proceeding):


 


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


 


(b)            for
an accounting or disgorgement of profits pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of federal, state or local statutory law or common law, if Indemnitee is held liable therefor (including pursuant to any settlement
arrangements);


 


(c)            for
any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based compensation or of any profits realized
by Indemnitee from the sale of securities of the Company, as required in each case under the Securities Exchange Act of 1934, as amended
(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), if Indemnitee is held liable therefor
(including pursuant to any settlement arrangements);


 


(d)            initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees, agents or other indemnitees, unless (i) the Company’s board of directors authorized the Proceeding (or
the relevant part of the Proceeding) prior to its initiation, (ii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law, (iii) otherwise authorized in Section 12(c) or (iv) otherwise
required by applicable law; or


 


(e)            if
prohibited by applicable law.


 


8.            Advances
of Expenses. The Company shall advance the Expenses incurred by Indemnitee in connection with any Proceeding prior to its final disposition,
and such advancement shall be made as soon as reasonably practicable, but in any event no later than 90 days, after the receipt by the
Company of a written statement or statements requesting such advances from time to time (which shall include invoices received by Indemnitee
in connection with such Expenses but, in the case of invoices in connection with legal services, any references to legal work performed
or to expenditure made that would cause Indemnitee to waive any privilege accorded by applicable law shall not be included with the invoice).
Advances shall be unsecured and interest free and made without regard to Indemnitee’s ability to repay such advances. Indemnitee
hereby undertakes to repay any advance to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified
by the Company. This Section 8 shall not apply to the extent advancement is prohibited by law and shall not apply to any Proceeding
(or any part of any Proceeding) for which indemnity is not permitted under this Agreement, but shall apply to any Proceeding (or any
part of any Proceeding) referenced in Section 7(b) or 7(c) prior to a determination that Indemnitee is not entitled to
be indemnified by the Company.


 


9.            Procedures
for Notification and Defense of Claim.


 


(a)            Indemnitee
shall notify the Company in writing of any matter with respect to which Indemnitee intends to seek indemnification or advancement of
Expenses as soon as reasonably practicable following the receipt by Indemnitee of notice thereof. The written notification to the Company
shall include, in reasonable detail, a description of the nature of the Proceeding and the facts underlying the Proceeding. The failure
by Indemnitee to notify the Company will not relieve the Company from any liability which it may have to Indemnitee hereunder or otherwise
than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee of any rights, except
to the extent that such failure or delay materially prejudices the Company.


 


(b)            If,
at the time of the receipt of a notice of a Proceeding pursuant to the terms hereof, the Company has directors’ and officers’
liability insurance in effect that may be applicable to the Proceeding, the Company shall give prompt notice of the commencement of the
Proceeding to the insurers in accordance with the procedures set forth in the applicable policies. The Company shall thereafter take
all commercially-reasonable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such Proceeding
in accordance with the terms of such policies.


 






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(c)            In
the event the Company may be obligated to make any indemnity in connection with a Proceeding, the Company shall be entitled to assume
the defense of such Proceeding with counsel approved by Indemnitee, which approval shall not be unreasonably withheld, conditioned or
delayed, upon the delivery to Indemnitee of written notice of its election to do so. After delivery of such notice, approval of such
counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee for any fees or
expenses of counsel subsequently incurred by Indemnitee with respect to the same Proceeding. Notwithstanding the Company’s assumption
of the defense of any such Proceeding, the Company shall be obligated to pay the fees and expenses of Indemnitee’s separate counsel
to the extent (i) the employment of separate counsel by Indemnitee is authorized by the Company, (ii) counsel for the Company
or Indemnitee shall have reasonably concluded that there is a conflict of interest between the Company and Indemnitee in the conduct
of any such defense such that Indemnitee needs to be separately represented, (iii) the Company is not financially or legally able
to perform its indemnification obligations or (iv) the Company shall not have retained, or shall not continue to retain, counsel
to defend such Proceeding. The Company shall have the right to conduct such defense as it sees fit in its reasonable discretion. Regardless
of any provision in this Agreement, Indemnitee shall have the right to employ counsel in any Proceeding at Indemnitee’s personal
expense. The Company shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the
right of the Company.


 


(d)            Indemnitee
shall give the Company such information and cooperation in connection with the Proceeding as may be reasonably appropriate.


 


(e)            The
Company shall not be liable to indemnify Indemnitee for any settlement of any Proceeding (or any part thereof) without the Company’s
prior written consent, which shall not be unreasonably withheld, conditioned or delayed.


 


(f)            The
Company shall have the right to settle any Proceeding (or any part thereof) without the consent of Indemnitee so long as the settlement
(i) does not impose any penalty or liability on Indemnitee and (ii) does not include an admission of fault, guilt or culpability
of Indemnitee.


 


10.            Procedures
upon Application for Indemnification.


 


(a)            To
obtain indemnification, Indemnitee shall submit to the Company a written request, including therein or therewith such documentation
and information as is reasonably available to Indemnitee and as is reasonably necessary to determine whether and to what extent Indemnitee
is entitled to indemnification following the final disposition of the Proceeding. The Company shall, as soon as reasonably practicable
after receipt of such a request for indemnification, advise the board of directors that Indemnitee has requested indemnification. Any
delay in providing the request will not relieve the Company from its obligations under this Agreement, except to the extent such failure
is prejudicial.


 


(b)            Upon
written request by Indemnitee for indemnification pursuant to Section 10(a), a determination with respect to Indemnitee’s
entitlement thereto shall be made in the specific case (i) if a Change in Control shall have occurred, by Independent Counsel in
a written opinion to the Company’s board of directors, a copy of which shall be delivered to Indemnitee; or (ii) if a Change
in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the
Company’s board of directors, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested
Directors, even though less than a quorum of the Company’s board of directors, (C) if there are no such Disinterested Directors
or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Company’s board of directors,
a copy of which shall be delivered to Indemnitee; or (D) if so directed by the Company’s board of directors, by the stockholders
of the Company. If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within ten days
after such determination. Indemnitee shall 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 that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably
necessary to such determination. Any costs or expenses (including attorneys’ fees and disbursements) actually and reasonably incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company, to the extent
permitted by applicable law.


 






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(c)            In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(b), the
Independent Counsel shall be selected as provided in this Section 10(c). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Company’s board of directors, and the Company shall give written notice to Indemnitee advising
him or her of the identity of the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Company’s board of directors,
in which event the preceding sentence shall apply), and Indemnitee shall give written notice to the Company advising it of the identity
of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after
such written notice of selection shall have been given, deliver to the Company or to Indemnitee, as the case may be, a written objection
to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel
so selected does not meet the requirements of “Independent Counsel” as defined in Section 1 of this Agreement, and the
objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written objection is so made and substantiated, the Independent Counsel so selected
may not serve as Independent Counsel unless and until such objection is withdrawn or a court has determined that such objection is without
merit. If, within 20 days after the later of (i) submission by Indemnitee of a written request for indemnification pursuant to Section 10(a) hereof
and (ii) the final disposition of the Proceeding, the parties have not agreed upon an Independent Counsel, either the Company or
Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and for the appointment as Independent Counsel of a person selected
by the court or by such other person as the court shall designate, and the person with respect to whom all objections are so resolved
or the person so appointed shall act as Independent Counsel under Section 10(b) hereof. Upon the due commencement of any judicial
proceeding pursuant to Section 12(a) of this Agreement, the Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable standards of professional conduct then prevailing).


 


(d)            The
Company agrees to pay the reasonable fees and expenses of any Independent Counsel and to fully indemnify such counsel against any and
all Expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 






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11.            Presumptions
and Effect of Certain Proceedings.


 


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


 


(b)            For
purposes of any determination of good faith, Indemnitee shall be deemed to have acted in good faith to the extent Indemnitee relied
in good faith on (i) the records or books of account of the Enterprise, including financial statements, (ii) information supplied
to Indemnitee by the officers of the Enterprise in the course of their duties, (iii) the advice of legal counsel for the Enterprise
or its board of directors or counsel selected by any committee of the board of directors or (iv) information or records given or
reports made to the Enterprise by an independent certified public accountant, an appraiser, investment banker or other expert selected
with reasonable care by the Enterprise or its board of directors or any committee of the board of directors. The provisions of this Section 11(b) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


(c)            Neither
the knowledge, actions nor failure to act of any other director, officer, agent or employee of the Enterprise shall be imputed to Indemnitee
for purposes of determining the right to indemnification under this Agreement.


 


12.            Remedies
of Indemnitee.


 


(a)            Subject
to Section 12(d), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
or 12(c) of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10
of this Agreement within 90 days after the later of the receipt by the Company of the request for indemnification or the final disposition
of the Proceeding, (iv) payment of indemnification pursuant to this Agreement is not made (A) within ten days after a determination
has been made that Indemnitee is entitled to indemnification or (B) with respect to indemnification pursuant to Sections 4,
5 and 12(c) of this Agreement, within 30 days after receipt by the Company of a written request therefor, or (v) the Company
or any other person or entity 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, Indemnitee shall be entitled to an adjudication by a court of competent jurisdiction of his or
her entitlement to such indemnification or advancement of Expenses. Indemnitee shall commence such proceeding seeking an adjudication
within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 12(a);
provided, however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his or
her rights under Section 4 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication
in accordance with this Agreement.


 


(b)            Neither
(i) the failure of the Company, its board of directors, any committee or subgroup of the board of directors, Independent Counsel
or stockholders to have made a determination that indemnification of Indemnitee is proper in the circumstances because Indemnitee has
met the applicable standard of conduct, nor (ii) an actual determination by the Company, its board of directors, any committee or
subgroup of the board of directors, Independent Counsel or stockholders that Indemnitee has not met the applicable standard of conduct,
shall create a presumption that Indemnitee has or has not met the applicable standard of conduct. In the event that a determination shall
have been made pursuant to Section 10 of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding
commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, on the merits, and Indemnitee
shall not be prejudiced by reason of that adverse determination. In any judicial proceeding commenced pursuant to this Section 12,
the Company shall, to the fullest extent not prohibited by law, have the burden of proving Indemnitee is not entitled to indemnification
or advancement of Expenses, as the case may be.


 






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(c)            To
the extent not prohibited by law, the Company shall indemnify Indemnitee against all Expenses that are incurred by Indemnitee in connection
with any action for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and
officers’ liability insurance policies maintained by the Company to the extent Indemnitee is successful in such action, and, if
requested by Indemnitee, shall (as soon as reasonably practicable, but in any event no later than 90 days, after receipt by the Company
of a written request therefor) advance such Expenses to Indemnitee, subject to the provisions of Section 8.


 


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


 


13.            Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee,
the Company, in lieu of indemnifying Indemnitee, shall contribute to the amounts incurred by Indemnitee, whether for Expenses, judgments,
fines or amounts paid or to be paid in settlement, 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 events and transactions giving rise to such Proceeding; and
(ii) the relative fault of Indemnitee and the Company (and its other directors, officers, employees and agents) in connection with
such events and transactions.


 


14.            Non-exclusivity.
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the Company’s certificate of incorporation
or bylaws, any agreement, a vote of stockholders or a resolution of directors, or otherwise. 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 Company’s certificate of incorporation and bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee
shall enjoy by this Agreement the greater benefits so afforded by such change, subject to the restrictions expressly set forth herein
or therein. Except as expressly set forth herein, no right or remedy herein conferred is intended to be exclusive of any other right
or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now
or hereafter existing at law or in equity or otherwise. Except as expressly set forth herein, the assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


15.            Primary
Responsibility. The Company acknowledges that Indemnitee may have certain rights to indemnification and advancement of expenses provided
by insurers or other entities that may provide personal or enterprise level insurance policies in the name of or on behalf of Indemnitee
from time to time (collectively, the “Secondary Indemnitors”). The Company agrees that, as between the Company
and the Secondary Indemnitors, the Company is primarily responsible for amounts required1
to be indemnified or advanced under the Company’s certificate of incorporation or bylaws or this Agreement and any
obligation of the Secondary Indemnitors to provide indemnification or advancement for the same amounts is secondary to those Company
obligations. The Company waives any right of contribution or subrogation against the Secondary Indemnitors with respect to the liabilities
for which the Company is primarily responsible under this Section 15. In the event of any payment by the Secondary Indemnitors of
amounts otherwise required to be indemnified or advanced by the Company under the Company’s certificate of incorporation or bylaws
or this Agreement, the Secondary Indemnitors shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee
for indemnification or advancement of expenses under the Company’s certificate of incorporation or bylaws or this Agreement or,
to the extent such subrogation is unavailable and contribution is found to be the applicable remedy, shall have a right of contribution
with respect to the amounts paid; provided, however, that the foregoing sentence will be deemed void if and to the extent that
it would violate any applicable insurance policy. The Secondary Indemnitors are an express third-party beneficiaries of the terms of
this Section 15.


 






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16.            No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable
hereunder (or for which advancement is provided hereunder) if and to the extent that Indemnitee has otherwise actually received payment
for such amounts under any insurance policy, contract, agreement or otherwise.


 


17.            Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, trustees, general
partners, managing members, officers, employees, agents or fiduciaries of the Company or any other Enterprise, Indemnitee shall
be covered by such policy or policies to the same extent as the most favorably-insured persons under such policy or policies in a comparable
position.


 


18.            Subrogation.
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution
of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 


19.            Services
to the Company. Indemnitee agrees to serve as a director or officer of the Company or, at the request of the Company, as a director,
trustee, general partner, managing member, officer, employee, agent or fiduciary of another Enterprise, for so long as Indemnitee is
duly elected or appointed or until Indemnitee tenders his or her resignation or is removed from such position. Indemnitee may at any
time and for any reason resign from such position (subject to any other contractual obligation or any obligation imposed by operation
of law), in which event the Company shall have no obligation under this Agreement to continue Indemnitee in such position. This Agreement
shall not be deemed an employment contract between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee. Indemnitee
specifically acknowledges that any employment with the Company (or any of its subsidiaries or any Enterprise) is at will, and Indemnitee
may be discharged at any time for any reason, with or without cause, with or without notice, except as may be otherwise expressly provided
in any executed, written employment contract between Indemnitee and the Company (or any of its subsidiaries or any Enterprise), any existing
formal severance policies adopted by the Company’s board of directors or, with respect to service as a director or officer of the
Company, the Company’s certificate of incorporation or bylaws or the DGCL. No such document shall be subject to any oral modification
thereof.


 


20.            Duration.
This Agreement shall continue until and terminate upon the later of (a) ten years after the date that Indemnitee shall have
ceased to serve as a director or officer of the Company or as a director, trustee, general partner, managing member, officer, employee,
agent or fiduciary of any other Enterprise, as applicable; or (b) one year after the final termination of any Proceeding, including
any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement of Expenses hereunder and
of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto.


 






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21.            Successors.
This Agreement shall be binding upon the Company and its 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, and shall inure to the benefit
of Indemnitee and Indemnitee’s heirs, executors and administrators.


 


22.            Severability.
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation
of applicable law. The Company’s inability, pursuant to court order or other applicable law, to perform its obligations under this
Agreement shall not constitute a breach of this Agreement. If any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of
this Agreement (including without limitation, each portion of any section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby and shall remain enforceable to the fullest extent permitted by law; (ii) such provision or provisions shall be deemed reformed
to the extent necessary to conform to applicable law and to give the maximum effect to the intent of the parties hereto; and (iii) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall
be construed so as to give effect to the intent manifested thereby.


 


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


 


24.            Entire
Agreement. 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 Company’s certificate
of incorporation and bylaws and applicable law.


 


25.            Modification
and Waiver. No supplement, modification or amendment to this Agreement shall be binding unless executed in writing by the parties
hereto. No amendment, alteration or repeal of this Agreement shall adversely affect any right of Indemnitee under this Agreement in respect
of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. No waiver
of any of the provisions of this Agreement shall constitute or be deemed a waiver of any other provision of this Agreement nor shall
any waiver constitute a continuing waiver.


 


26.            Notices.
All notices and other communications required or permitted hereunder shall be in writing and shall be mailed by registered or certified
mail, postage prepaid, sent by facsimile or electronic mail or otherwise delivered by hand, messenger or courier service addressed:


 


(a)            if
to Indemnitee, to Indemnitee’s address, facsimile number or electronic mail address as shown on the signature page of this
Agreement or in the Company’s records, as may be updated in accordance with the provisions hereof; or


 


(b)            if
to the Company, to the attention of the Chief Executive Officer or Chief Financial Officer of the Company at 486 S. Pierce Avenue, Suite E,
Louisville, CO 80027, or at such other current address as the Company shall have furnished to Indemnitee, with a copy (which shall not
constitute notice) to Mark Baudler, Wilson Sonsini Goodrich & Rosati, P.C., 650 Page Mill Road, Palo Alto, CA 94304.


 






    -11- 


     


    

 


Each such notice or other communication shall
for all purposes of this Agreement be treated as effective or having been given (i) if delivered by hand, messenger or courier service,
when delivered (or if sent via a nationally-recognized overnight courier service, freight prepaid, specifying next-business-day
delivery, one business day after deposit with the courier), (ii) if sent via mail, at the earlier of its receipt or five
days after the same has been deposited in a regularly-maintained receptacle for the deposit of the United States mail, addressed and
mailed as aforesaid, or (iii) if sent via facsimile, upon confirmation of facsimile transfer or, if sent via electronic
mail, upon confirmation of delivery when directed to the relevant electronic mail address, if sent during normal business hours of the
recipient, or if not sent during normal business hours of the recipient, then on the recipient’s next business day.


 


27.            Applicable
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee
hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement
shall be brought only in the Delaware Court of Chancery, 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 of Chancery for purposes
of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not
otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, 1209 Orange Street, in the City of Wilmington,
County of New Castle, Delaware 19801, as its agent in the State of Delaware as such party’s agent for acceptance of legal process
in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party
personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the
Delaware Court of Chancery, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought
in the Delaware Court of Chancery has been brought in an improper or inconvenient forum.


 


28.            Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature
and in counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one
and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought needs to be produced to evidence
the existence of this Agreement.


 


29.            Captions.
The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.


 


(signature page follows)


 






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The parties are signing this Indemnification Agreement
as of the date stated in the introductory sentence.


 


	 	SOLID POWER, INC.




 


 


	 	(Signature)




 


 


	 	(Print name)




 


 


	 	(Title)




 


	 	[INSERT INDEMNITEE NAME]




 


 


	 	(Signature)




 


 


	 	(Print name)




 


 


	 	(Street address)




 


 


	 	(City, State and ZIP)