EXHIBIT 10.1


 


FORM OF FORZA X1, INC.


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement
(the “Agreement”) is made as of [____], 2022, by and between Forza X1, Inc., a Delaware corporation (the “Company”),
and [____] (“Indemnitee”).


 


WHEREAS, the Company and
Indemnitee recognize the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation
risks;


 


WHEREAS, the Company desires
to attract and continue to retain the services of highly qualified individuals, such as Indemnitee, to serve as officers and directors
of the Company and to indemnify its officers and directors so as to provide them with the maximum protection permitted by law;


 


WHEREAS, the statutory indemnification
provisions of the Delaware General Corporation Law (the “DGCL”), Section 145, expressly provide that they are
nonexclusive, and it is the desire of the Company to indemnify directors and officers who have entered into settlements of derivative
suits or have paid judgments, fines or penalties therefor, provided they have not breached the applicable statutory standard of conduct;
and


 


WHEREAS, in view of such
considerations, the Company desires to provide, independent from the indemnification to which the Indemnitee is otherwise entitled by
law and under the Company’s Certificate of Incorporation and Bylaws, indemnification to the Indemnitee and advances of expenses,
all as set forth in this Agreement to the maximum extent permitted by law.


 


NOW, THEREFORE, to induce
the Indemnitee to serve the Company and in consideration of these premises and the mutual agreements set forth in this Agreement, as well
as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Indemnitee
hereby agree as follows:


 


	 	1.	Indemnification.




 


(a)       Third
Party Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to or is
otherwise involved in (e.g., as a witness) any threatened, pending or completed action or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director,
officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee
while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall
not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action or proceeding 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,
with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination
of any action or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall
not, of itself, 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 action or proceeding, that Indemnitee had reasonable
cause to believe that Indemnitee’s conduct was unlawful. The parties hereto intend that this Agreement shall provide to the fullest
extent permitted by law for indemnification in excess of that expressly permitted by statute, including, without limitation, any indemnification
provided by the Company’s Certificate of Incorporation and Bylaws, vote of its stockholders or disinterested directors or applicable
law.


 






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(b)        Proceedings
by or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or is a party or is threatened to be made
a party to or is otherwise involved in (e.g., as a witness) any threatened, pending or completed action or proceeding by or in the right
of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or was a director,
officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee
while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’
fees) and, to the fullest extent permitted by law, amounts paid in settlement, in each case to the extent actually and reasonably incurred
by Indemnitee in connection with the defense or settlement of such action or proceeding 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 its shareholders, except that no indemnification
shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated by court order or judgment
to be liable to the Company in the performance of Indemnitee’s duty to the Company and its shareholders unless and only to the extent
that the Delaware Court of Chancery or any other court in which such action or proceeding is or 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 indemnity for such expenses which the Court of Chancery or other such court shall deem proper.


 


(c)       Indemnification
of Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement, to the fullest
extent permitted by applicable law and to the extent that Indemnitee is a party to (or a participant in) and is successful, on the merits
or otherwise, in any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or in defense of any claim, issue or matter
therein, in whole or in part, the Company shall indemnify Indemnitee against all expenses (including attorneys’ fees) actually and
reasonably incurred by Indemnitee in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful,
on the merits or otherwise, as to one or more but less than all claims, issues or matters in such action, suit or proceeding, the Company
shall indemnify Indemnitee against all expenses (including attorneys’ fees) 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 and without limitation, the termination of any claim, issue or matter in such a proceeding by dismissal,
with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter. Without limiting the foregoing,
if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i)
the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Company, (iii) a plea of guilty or
nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Company, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee
had reasonable cause to believe his conduct was unlawful, Indemnitee shall be considered for the purpose hereof to have been wholly successful
with respect thereto. 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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		2.	Expenses; Indemnification Procedure.



 


(a)       Advancement
of Expenses. The Company shall advance, to the extent not prohibited by law, all expenses incurred by Indemnitee (“Expense
Advances”) in connection with the investigation, defense, settlement or appeal of any civil or criminal action or proceeding
referred to in Section 1(a) or (b) hereof. Indemnitee hereby undertakes to repay such amounts advanced only if, and to the extent that,
it shall ultimately be determined that Indemnitee is not entitled to be indemnified by the Company as authorized hereby. The advances
to be made hereunder shall be paid by the Company to Indemnitee within thirty (30) days following receipt of an undertaking (the “Undertaking”),
substantially in the form attached hereto as Exhibit 1, by or on behalf of Indemnitee to repay the amount of any such advance
if and to the extent that it shall ultimately be determined that Indemnitee is not entitled to indemnification for such amount. The Undertaking
shall be unsecured and shall bear no interest and shall be accepted without reference to the financial ability of Indemnitee to make
repayment.


 


(b)       Notice/Cooperation
by Indemnitee. Indemnitee shall, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for
which indemnification is or will be sought under this Agreement. Notice to the Company shall be directed to the Chief Executive Officer
of the Company at the address shown on the signature page of this Agreement (or such other address as the Company shall designate in writing
to Indemnitee). Notice shall be deemed received three (3) business days after the date postmarked if sent by domestic certified or registered
mail, properly addressed; otherwise, notice shall be deemed received when such notice shall actually be received by the Company.
In addition, Indemnitee shall give the Company such information and cooperation as it may reasonably require and as shall be within Indemnitee’s
power.


 


(c)       Procedure.
(1) The omission by Indemnitee to notify the Company hereunder will not relieve the Company from any liability which it may have to Indemnitee
hereunder or otherwise than under this Agreement, and any delay in so notifying the Company shall not constitute a waiver by Indemnitee
of any rights under this Agreement. Any indemnification and advances provided for in Section 1 and this Section 2 shall be made promptly,
and in any event within thirty (30) days after receipt by the Company of the written request of Indemnitee together with 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 such indemnification or advances and, in the case of advances, a statement or statements reasonably evidencing the expenses
incurred by Indemnitee and an undertaking as required by Section 2 hereof, unless with respect to such requests the Company determines
within such 30-day period that Indemnitee did not meet the applicable standard of conduct or that indemnification is not required under
Section 7 below. Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification
under this Agreement shall be required to be made prior to the final disposition of any action, suit or proceeding. Such determination
shall be made in each instance (i) if a Change in Control shall have occurred, unless otherwise elected by Indemnitee, by Independent
Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not
have occurred: (a) by a majority vote of the directors of the Company who are not at that time parties to the action, suit or proceeding
in question (“disinterested directors”), even though less than a quorum; (b) by a committee of such disinterested
directors designated by majority vote of such disinterested directors, even though less than a quorum; (c) if there are no such disinterested
directors, or if such disinterested directors so direct, by Independent Counsel in a written opinion ; or (d) a majority vote of
a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall
consist of stockholders who are not at that time parties to the action, suit or proceeding in question. For purposes of this Agreement:


  



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(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) after the date of this Agreement 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 this definition of Change in Control 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;


 


(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.


 


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


 


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


 


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


 






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(E)           “Surviving
Entity” shall mean the surviving entity in a merger or consolidation or any entity that controls, directly or indirectly, such surviving
entity.


 


(F)           “Independent
Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning the Indemnitee under this Agreement, or of other indemnitees under similar indemnification
agreements), or (ii) any other party to the proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then
prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s
rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and
to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


(2)            In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 2(c)(1) hereof,
the Independent Counsel shall be selected as provided in this Section 2(c)(2). If a Change in Control shall not have occurred, the Independent
Counsel shall be selected by the Board, and the Company shall give written notice to Indemnitee advising Indemnitee of the identity of
the Independent Counsel so selected. If a Change in Control shall have occurred, the Independent Counsel shall be selected by Indemnitee
(unless Indemnitee shall request that such selection be made by the Board, in which event the preceding sentence shall apply), and Indemnitee
shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee
or the Company, as the case may be, may, within ten (10) days after such written notice of selection shall have been given, deliver to
the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection
may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware
Court has determined that such objection is without merit. If, within twenty (20) days after the later of submission by Indemnitee of
a written request for indemnification pursuant to Section 2(c)(1) hereof and the final disposition of the Proceeding, no Independent Counsel
shall have been selected and not objected to, either the Company or Indemnitee may petition the Delaware Court for resolution of any objection
which shall have been made by the Company or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by such court or by such other person as such court shall designate, and the person with respect
to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section 2(c)(1) hereof. Upon
the due commencement of any judicial proceeding or arbitration pursuant to Section 2(d) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional conduct then
prevailing).


 


(d)       If
a claim under this Agreement, under any statute, or under any provision of the Company’s Certificate of Incorporation or Bylaws
providing for indemnification, is not paid in full by the Company within the time allowed, Indemnitee may, but need not, at any time thereafter
bring an action against the Company to recover the unpaid amount of the claim and, subject to Section 8 of this Agreement, Indemnitee
shall also be entitled to be paid for the expenses (including attorneys’ fees) of bringing such action. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses incurred in connection with any action or proceeding in
advance of its final disposition) that Indemnitee has not met the standards of conduct which make it permissible under applicable law
for the Company to indemnify Indemnitee for the amount claimed, but the burden of proving such defense shall be on the Company. Indemnitee
shall be entitled to receive interim payments of expenses pursuant to Section 2(a) unless and until such defense may be finally adjudicated
by court order or judgment from which no further right of appeal exists. Alternatively, Indemnitee, at Indemnitee’s option, may
seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration
Association. Indemnitee shall commence such proceeding seeking an adjudication or an award in arbitration within 180 days following the
date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 2(d). The Company shall not oppose Indemnitee’s
right to seek any such adjudication or award in arbitration. In the event that a determination shall have been made pursuant to this Agreement
that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 2(d) shall
be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that
adverse determination. If a determination shall have been made pursuant to this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Agreement, 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.


 






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


 


(e)       Reliance
on Reports. Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on Indemnitee’s good
faith reliance on the records or books of account of the Company, including financial statements, or on information supplied to Indemnitee
by the officers of the Company in the course of their duties, or on the advice of legal counsel for the Company or on information or records
given or reports made to the Company by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Company. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the
Company shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.


 


(f)       Presumption;
Burden. In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement and has acted in good faith. Anyone
seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(g)       Notice
to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 2(b) hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance
with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause
such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such
policies.


 






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(h)       Assumption
of Defense and Selection of Counsel. In the event the Company shall be obligated under Section 2(a) hereof to pay the expenses of
any proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with counsel
approved by Indemnitee, which approval shall not be unreasonably withheld or delayed, upon the delivery to Indemnitee of written notice
of its election so to do. Notwithstanding the foregoing, the Company shall not be permitted to settle any action or claim on behalf of
Indemnitee in any manner which would impose any unindemnified liability or penalty on Indemnitee or require any acknowledgment of wrongdoing
on the part of Indemnitee without Indemnitee’s written consent, which consent shall not be unreasonably withheld or delayed. 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 under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same proceeding,
provided that (i) Indemnitee shall have the right to employ his or her counsel in any such proceeding at Indemnitee’s expense;
and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company; (B) Indemnitee shall have
reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of any such defense; or
(C) the Company shall not, in fact, have employed counsel to assume the defense of such proceeding, then the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Company. 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 or as to which counsel for Indemnitee shall have reasonably made the conclusion
provided for in clause (ii)(B) above.


 


	 	3.	Additional Indemnification
Rights; Nonexclusivity; Contribution.




 


(a)       Scope.
Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent permitted
by law, notwithstanding that such indemnification is not specifically authorized by the other provisions of this Agreement, the Company’s
Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of any change, after the date of this Agreement,
in any applicable law, statute or rule which expands the right of a Delaware corporation to indemnify a member of its board of directors
or an officer, such changes shall be, ipso facto, within the purview of Indemnitee’s rights and the Company’s obligations
under this Agreement. In the event of any change in any applicable law, statute or rule which narrows the right of a Delaware corporation
to indemnify a member of its board of directors or an officer, such changes, to the extent not otherwise required by such law, statute
or rule to be applied to this Agreement shall have no effect on this Agreement or the parties’ rights and obligations hereunder.


 


(b)       Nonexclusivity.
The indemnification provided by this Agreement shall not be deemed exclusive of any rights to which Indemnitee may be entitled under the
Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, the DGCL,
or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding such office.
The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken while serving in an
indemnified capacity even though he or she may have ceased to serve in any such capacity at the time of any action, suit or other covered
proceeding.


 






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		(c)	Contribution.



 


(i)       Whether
or not the indemnification provided in Section 1 hereof is available, in respect of any threatened, pending or completed action, suit
or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company
shall pay, in the first instance, the entire amount of any judgment or settlement of such action, suit or proceeding without requiring
Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right of contribution it may have against
Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which the Company is jointly liable with
Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides for a full and final release of
all claims asserted against Indemnitee;


 


(ii)       Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee shall
elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action, suit or proceeding
in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), the Company shall contribute
to the amount of expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors or employees
of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
on the one hand, and Indemnitee, on the other hand, from the transaction from which such action, suit or proceeding arose; provided,
however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to
law, be further adjusted by reference to the relative fault of the Company and all officers, directors or employees of the Company other
than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one hand, and
Indemnitee, on the other hand, in connection with the events that resulted in such expenses, judgments, fines or settlement amounts, as
well as any other equitable considerations which they may be required to be considered by law. The relative fault of the Company and all
officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined
in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other
things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability
is primary or secondary and the degree to which their conduct is active or passive;


 


(iii)       The
Company hereby agrees fully to indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by officers,
directors or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee; and


 


(iv)       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, shall contribute to the amount incurred by Indemnitee, whether
for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for expenses, in connection with any claim
relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances
of such proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) and/or
transaction(s) giving cause to such proceeding; and/or (ii) the relative fault of the Company (and its directors, officers, employees
and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 






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4.       Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion
of the expenses, judgments, fines or penalties actually or reasonably incurred by him in the investigation, defense, appeal or settlement
of any civil or criminal action or proceeding, but not, however, for the total amount thereof, the Company shall nevertheless indemnify
Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee is entitled.


 


5.       Primacy
of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses
and/or insurance provided by the Company’s insurance provider and certain of its affiliates (collectively, the “Fund
Indemnitors”). The Company hereby agrees (i) that it is the indemnitor of first resort (i.e., its obligations to Indemnitee
are primary and any obligation of the Fund Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities
incurred by Indemnitee are secondary); (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and
shall be liable for the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally
permitted and as required by the terms of this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement
between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors; and (iii) that it
irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund
Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect
the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment
to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund Indemnitors are express
third party beneficiaries of the terms of this Section 5.


 


6.       Officer
and Director Liability Insurance. The Company shall maintain a policy or policies of insurance with reputable insurance companies
providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s performance
of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs of obtaining such
insurance coverage against the protection afforded by such coverage. In all policies of director and officer liability insurance, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably
insured of the Company’s directors, if Indemnitee is a director; or of the Company’s officers, if Indemnitee is not a
director of the Company but is an officer; or of the Company’s key employees, if Indemnitee is not an officer or director but
is a key employee. Notwithstanding the foregoing, subject to any other obligation or agreement to maintain such insurance, the Company
shall have no obligation to obtain or maintain such insurance if the Company determines in good faith that such insurance is not reasonably
available, if the premium costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained
by a subsidiary or parent of the Company.


 


7.       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, to perform its obligations under this Agreement shall not constitute
a breach of this Agreement. The provisions of this Agreement shall be severable as provided in this Section 7. If this Agreement or any
portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify
Indemnitee to the fullest extent permitted by any applicable portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with its terms.


 






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8.       Exceptions.
Any other provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement:


 


(a)      Claims
Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings or claims initiated or brought
voluntarily by Indemnitee and not by way of defense, except as expressly contemplated by this Agreement, with respect to proceedings brought
to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under Section
145 of the DGCL, but such indemnification or advancement of expenses may be provided by the Company in specific cases if the Board of
Directors has approved the initiation of such suit; or


 


(b)       Insured
Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including, but not limited to, judgments, fines,
ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses or liabilities have been paid directly to
Indemnitee under a policy of officers’ and directors’ liability insurance or under any other insurance policy, contract, agreement
or otherwise maintained by the Company; or


 


(c)       Claims
under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the purchase and sale by Indemnitee
of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similar successor statute;
or


 


9.       Construction
of Certain Phrases. For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if
its separate existence had continued, would have had power and authority to indemnify its directors, officers, employees or agents, so
that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request
of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or
surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued.


 


For purposes of this Agreement,
references to “other enterprises” shall include employee benefit plans; references to “fines” shall include
any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request
of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries.


 


10.     Effectiveness
of Agreement. This Agreement shall be effective as of the date set forth on the first page and may apply to acts or omissions of
Indemnitee which occurred prior to such date if Indemnitee was an officer, director, employee or other agent of the Company, or was serving
at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, as the time such act or omission occurred. The Company’s obligations hereunder shall continue as to Indemnitee
if he or she ceases to be a director, officer, employee or agent.






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11.       Attorneys’
Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of the terms hereof,
Indemnitee shall be entitled to be paid all court costs and expenses, including reasonable attorneys’ fees, incurred by Indemnitee
with respect to such action, unless as a part of such action, the Delaware Court of Chancery determines that each of the material assertions
made by Indemnitee as a basis for such action were not made in good faith or were frivolous. In the event of an action instituted by or
in the name of the Company under this Agreement or to enforce or interpret any of the terms of this Agreement, Indemnitee shall be entitled
to be paid all court costs and expenses, including attorneys’ fees, incurred by Indemnitee in defense of such action (including
with respect to Indemnitee’s counterclaims and crossclaims made in such action), unless as a part of such action the court determines
that each of Indemnitee’s material defenses to such action were made in bad faith or were frivolous.


 


12.      No
Rights of Continued Service. This Agreement shall not impose any obligation of the Company to continue Indemnitee’s service
to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.


 


13.         Miscellaneous.


 


(a)       Governing
Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflict of law.


 


(b)       Consent
to Jurisdiction. The Company and Indemnitee each hereby irrevocably consent to the exclusive jurisdiction of the Delaware Court of
Chancery for any purpose in connection with any actions or proceedings which arise out of or relate to this Agreement.


 


(c)       Entire
Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding of the parties relating to
the subject matter herein and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver
of any rights under this Agreement, shall be effective unless in writing and signed by the parties to this Agreement. Furthermore, the
Company agrees not to seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement. The failure by either party to enforce any rights
under this Agreement shall not be construed as a waiver of any rights of such party.


 


(d)       Construction.
This Agreement is the result of negotiations between, and has been reviewed by, each of the parties hereto and their respective counsel,
if any; accordingly, this Agreement shall be deemed to be the product of all of the parties hereto, and no ambiguity shall be construed
in favor of or against any one of the parties hereto.


 


(e)       Notices.
Unless otherwise provided in this Agreement, any notice, demand or request required or permitted to be given under this Agreement shall
be in writing and shall be deemed sufficient when directed to the Chief Executive Officer of the Company at the address shown on the signature
page of this Agreement (or such other address as the Company shall designate in writing) and when delivered personally or three business
days after being postmarked, as certified or registered mail, with postage prepaid, and addressed to the party to be notified at such
party’s address as set forth below or as subsequently modified by written notice.


 


(f)       Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall
constitute one instrument.


 


(g)       Successors
and Assigns. 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, substantially all or a substantial part of the business or assets of the Company.
This Agreement shall inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives, executives and administrators.
The Company shall require and cause any successor (whether direct or indirect, and whether by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part of the business or assets of the Company, by written agreement in form and substance satisfactory
to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would
be required to perform if no such succession had taken place.


 


(h)       Subrogation.
In the event of 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 documents required and shall do all acts that may be necessary to secure such rights and to enable
the Company to effectively bring suit to enforce such rights.


 


[Remainder of page intentionally left blank; signature
page to follow]


 






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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement as of the date first above written.


 


	FORZA X1, INC.	 	The Indemnitee 
	 	 	 	 	 
	By:	 	 	By:	 
	Name:	 	 	Name:	 
	Title:	   	 	Title:	 
	 	 	 	 	 
	Address:	3101 S. US-1   	 	Address:	 
	 	Ft. Pierce, Florida 34982	 	 	 



  





Signature Page to Indemnification Agreement


 






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EXHIBIT 1


 


UNDERTAKING


 


1.       This
Undertaking is submitted pursuant to the Indemnification Agreement dated as of [____], 2022 between Forza X1, Inc., a Delaware corporation
(the “Company”), and [_____] (the “Agreement”). Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Agreement.


 


2.       I am requesting
certain Expense Advances in connection with a claim to which I believe I am entitled to indemnification.


 


3.       I hereby
undertake to repay such Expense Advances if it shall ultimately be determined that I am not entitled to be indemnified by the Company
therefor under the Agreement or otherwise.


 


4.       The Expense
Advances are, in general, all related to: