Form 8-K

8-K — FiEE, Inc.

Accession: 0001829126-26-011243

Filed: 2026-10-16

Period: 2026-10-12

CIK: 0001467761

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — fiee_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (fiee_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fiee_8k.htm · Sequence: 1

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0001467761

2026-10-12

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 12, 2026

FiEE, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37649

04-2621506

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3-33, 2-chome Utajima, Nishiyodogawa District, Osaka, Japan 00000

(Address of principal executive offices, including zip code)

00000

+81 6 7509 3700

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17-CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17-CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

FIEE

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On October 12, 2026, in connection with his appointment to the board of directors of FiEE, Inc. (the “Company”), Angel Colon, a director of the Company, entered into an indemnification agreement with the Company (the “Indemnification Agreement”). On October 15, 2026, each of the Company’s other directors and executive officers, namely, Cao Yu, Chan Oi Fat, Hu Bin, Hongya Wen and Li Wai Chung, also entered into an Indemnification Agreement with the Company in the same form, which superseded and replaced each such director’s or executive officer’s existing indemnification agreement with the Company.

Each Indemnification Agreement requires the Company, among other things, to indemnify the applicable director or executive officer against certain liabilities that may arise by reason of his or her status or service as a director or executive officer of the Company, and to advance certain expenses incurred as a result of any proceeding as to which he or she is indemnified.

The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference into this Item 1.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Description

10.1

Form of Indemnification Agreement.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

FIEE, INC.

Date: October 16, 2026

By:

/s/ Li Wai Chung

Li Wai Chung

Chief Executive Officer and President

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: fiee_ex10-1.htm · Sequence: 2

Exhibit 10.1

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (“Agreement”), dated as of _____________, 20__ is by and between FiEE, Inc., a Delaware corporation (the “Company”), and __________________________ (the “Indemnitee”).

WHEREAS, Indemnitee is [a director/an officer] of the Company;

WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies;

WHEREAS, the board of directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract the most capable persons as directors and officers is in the best interests of the Company and that the Company therefore should seek to assure such persons that indemnification and insurance coverage is available; and

WHEREAS,

in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s

continued service as [a director/an officer] of the Company and to enhance Indemnitee’s ability to serve the Company in an effective

manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective of, among

other things, any amendment to the Company’s certificate of incorporation or bylaws (collectively, the “Constituent Documents”),

any change in the composition of the Board or any change in control or business combination transaction relating to the Company), the

Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(g)

below) to, Indemnitee as set forth in this Agreement and to the extent insurance is maintained for the coverage of Indemnitee under the

Company’s directors’ and officers’ liability insurance policies.

NOW, THEREFORE, in consideration of the foregoing and the Indemnitee’s agreement to continue to provide services to the Company, the parties agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

(a) “Beneficial Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(b) “Change in Control” means the occurrence after the date of this Agreement of any of the following events:

(i) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 30% or more of the Company’s then outstanding Voting 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) the consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation, all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding Voting Securities of the entity resulting from such transaction;

(iii) 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 constituted the Board (including for this purpose any new directors whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) 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 Board; or

(iv) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(i) any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal, administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or

(ii) any inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding or alternative dispute resolution mechanism.

(d) “Delaware Court” means the Court of Chancery of the State of Delaware.

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

(f) “Expense

Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 3 or Section 4

hereof.

(g)

“Expenses” means any and all expenses, including attorneys’ and experts’ fees, court costs,

transcript costs, travel expenses, duplicating, printing and binding costs, telephone charges, and all other costs and expenses

incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to

defend, be a witness or participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal

resulting from any Claim, including without limitation the premium, security for, and other costs relating to any cost bond,

supersedeas bond, or other appeal bond or its equivalent, and (ii) for purposes of Section 4 only, Expenses incurred by

Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by

litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or

fines against Indemnitee.

(h) “Indemnifiable Event” means any event or occurrence, whether occurring before, on or after the date of this Agreement, related to the fact that Indemnitee is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”) or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any Loss is incurred for which indemnification can be provided under this Agreement).

(i) “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently performs, nor in the past five years has performed, services for either: (i) the Company or Indemnitee (other than in connection with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(j) “Losses” means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA excise taxes, amounts paid or payable in settlement, including any interest, assessments, any federal, state, local or foreign taxes imposed as a result of the actual or deemed receipt of any payments under this Agreement and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in, any Claim.

(k) “Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange Act.

(l) “Standard

of Conduct Determination” shall have the meaning ascribed to it in Section 8(b) below.

(m) “Voting Securities” means any securities of the Company that vote generally in the election of directors.

2. Indemnification.

Subject to Section 8 and Section 9 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted

by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended to increase

the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party to or participant

in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out of an Indemnifiable Event,

including, without limitation, Claims brought by or in the right of the Company, Claims brought by third parties, and Claims in which

the Indemnitee is solely a witness.

3. Advancement of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitee’s right to such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the foregoing, within thirty (30) days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. This Agreement constitutes an undertaking by the Indemnitee to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it is ultimately determined, following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder. Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged thereon.

4. Indemnification

for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also indemnify against,

and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 3, any Expenses actually

and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for (a) indemnification or reimbursement

or advance payment of Expenses by the Company under any provision of this Agreement, or under any other agreement or provision of the

Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable Events, and/or (b) recovery under any directors’

and officers’ liability insurance policies maintained by the Company. However, in the event that Indemnitee is ultimately determined

not to be entitled to such indemnification or insurance recovery, as the case may be, then all amounts advanced under this Section 4

shall be repaid. Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that

such action brought by Indemnitee was frivolous or not made in good faith.

5. Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

6. Notification and Defense of Claims.

(a) Notification of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the defense of such Claim was materially and adversely affected by such failure.

(b) Defense of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel or(iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.

7. Procedure

upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee shall submit to the

Company a written request therefor, including in such request such documentation and information as is reasonably available to Indemnitee

and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following the final disposition

of the Claim, provided that documentation and information need not be so provided to the extent that the provision thereof would undermine

or otherwise jeopardize attorney-client privilege. Indemnification shall be made insofar as the Company determines Indemnitee is entitled

to indemnification in accordance with Section 8 below.

8. Determination of Right to Indemnification.

(a) Mandatory Indemnification; Indemnification as a Witness.

(i) To

the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable

Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice,

Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 2 to the fullest extent allowable

by law.

(ii) To the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest extent allowable by law.

(b) Standard

of Conduct. To the extent that the provisions of Section 8(a) are inapplicable to a Claim related to an Indemnifiable

Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of

conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating

to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct

Determination”) shall be made as follows:

(i) if no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee; and

(ii) if a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the Board, a copy of which shall be delivered to Indemnitee.

The Company shall indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee, within thirty (30) days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons making such Standard of Conduct Determination.

the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination

required under Section 8(b) to be made as promptly as practicable. If the person or persons designated to make the Standard

of Conduct Determination under Section 8(b) shall not have made a determination within thirty (30) days after the later of (A)

receipt by the Company of a written request from Indemnitee for indemnification pursuant to Section 7 (the date of such receipt

being the “Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made

by Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such thirty

(30)-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person or persons making

such determination in good faith requires such additional time to obtain or evaluate information relating thereto. 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 Claim.

(d) Payment of Indemnification. If, in regard to any Losses:

(i) Indemnitee shall be entitled to indemnification pursuant to Section 8(a);

(ii) no Standard of Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or

(iii) Indemnitee

has been determined or deemed pursuant to Section 8(b) or Section 8(c) to have satisfied the Standard of Conduct Determination,

then the Company shall pay to Indemnitee, within ten (10) days after the later of (A) the Notification Date or (B) the earliest date on which the applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.

(e) Selection

of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent

Counsel pursuant to Section 8(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall

give written notice to Indemnitee advising Indemnitee of the identity of the Independent Counsel so selected. If a Standard of Conduct

Determination is to be made by Independent Counsel pursuant to Section 8(b)(ii), the Independent Counsel shall be selected by

Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.

In either case, Indemnitee or the Company, as applicable, may, within 10 days after receiving written notice of selection from the other,

deliver to the other 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 satisfy the criteria set forth in the definition of “Independent Counsel”

in Section 1(i), and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and

timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly and timely made

and substantiated, (i) 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; and (ii) the non-objecting party may, at its option, select an alternative

Independent Counsel and give written notice to the other party advising such other party of the identity of the alternative Independent

Counsel so selected, in which case the provisions of the two immediately preceding sentences, the introductory clause of this sentence

and numbered clause (i) of this sentence shall apply to such subsequent selection and notice. If applicable, the provisions of clause

(ii) of the immediately preceding sentence shall apply to successive alternative selections. If no Independent Counsel that is permitted

under the foregoing provisions of this Section 8(e) to make the Standard of Conduct Determination shall have been selected within

20 days after the Company gives its initial notice pursuant to the first sentence of this Section 8(e) or Indemnitee gives its

initial notice pursuant to the second sentence of this Section 8(e), as the case may be, either the Company or Indemnitee may

petition the Delaware Court to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection

of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the Court

shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act

as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent Counsel incurred

in connection with the Independent Counsel’s determination pursuant to Section 8(b).

(f) Presumptions and Defenses.

(i) Indemnitee’s Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.

(ii) Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have 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 if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures 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 indemnity hereunder.

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

(iv) Defense to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.

9. Exclusions from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated to:

(a) indemnify or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:

(i) proceedings

referenced in Section 4 above (unless a court of competent jurisdiction determines that each of the material assertions made by

Indemnitee in such proceeding was not made in good faith or was frivolous);

(ii) where the Company has joined in or the Board has consented to the initiation of such proceedings; or

(iii) where the Claim is instituted after a Change in Control (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control) and Independent Counsel has approved its initiation.

(b) indemnify Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law.

(c) indemnify Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute.

(d) indemnify or advance funds to Indemnitee for Indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by Indemnitee, or payment of any profits realized by Indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or under any clawback policy adopted by the Company, including to comply with Rule 10D-1 under the Exchange Act and applicable stock exchange listing requirements, or the payment to the Company of profits arising from the purchase or sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

10. Settlement of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent, which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred (other than a Change in Control approved by a majority of the directors on the Board who were directors immediately prior to such Change in Control), the Company shall be liable for indemnification of Indemnitee for amounts paid in settlement if the Independent Counsel has approved the settlement. The Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee without the Indemnitee’s prior written consent.

11. Duration. All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director of the Company (or is serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by Indemnitee to enforce or interpret Indemnitee’s rights under this Agreement, even if, in either case, Indemnitee may have ceased to serve in such capacity at the time of any such Claim or proceeding.

12. Non-Exclusivity. The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents, the General Corporation Law of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder. This Agreement supersedes any prior indemnification agreement between the Company and Indemnitee with respect to the subject matter hereof; provided, that this Agreement shall supplement and not limit any rights of Indemnitee under the Company’s certificate of incorporation, bylaws, or applicable law.

13. Liability Insurance. To the extent the Company maintains an insurance policy or policies providing general and/or directors’ and officers’ liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director.

14. No Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents, Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.

15. Subrogation.

In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all of the

rights of recovery of Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary to secure

such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.

Nothing in this Section 15 is intended to affect any right of contribution of or against the Company in the event the Company

and any other person or persons have co-equal obligations to indemnify Indemnitee. The Company’s obligations under this Agreement

shall be reduced by any amounts actually received by Indemnitee from any other enterprise in respect of the same Claim.

16. Amendments. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.

17. Binding Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives. The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part of the business and/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.

18. Severability. The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.

19. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed duly given (i) if delivered by hand and a receipt is provided by the party to whom such communication is delivered, (ii) if mailed by certified or registered mail with postage prepaid, return receipt requested, on the signing by the recipient of an acknowledgement of receipt form accompanying delivery through the mail, (iii) by personal service by a process server, (iv) by delivery to the recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other commercial delivery service, or (v) by email transmission, with receipt of oral or written confirmation that such transmission has been received, and in each case addressed as follows:

(a) if to Indemnitee, to the address set forth on the signature page hereto.

(b) if to the Company:

FiEE, Inc.

3-33, 2-chome Utajima,

Nishiyodogawa District

Osaka, Japan

Attn: Rafael Li

Email:

Notice of change of address shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to have been received on the date of delivery, in the case of hand delivery, process server or overnight delivery or other commercial delivery service, on the date of the signed acknowledgement of receipt, in the case of certified or registered mail, or on the date of oral or written confirmation of receipt, in the case of email transmission.

20. Governing

Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware

applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company

and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding arising out of or in connection with this

Agreement shall be brought only in the Delaware Court and not in any other state or federal court in the United States, (b) consent to

submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with

this Agreement, (c) waive personal service of any and all process on each of them and consent that all such service of process shall

be made in the manner, to the party and at the address set forth in Section 19, and service so made shall be complete as stated

in such section, and (d) waive, and agree not to plead or make, any claim that the Delaware Court lacks venue or that any such action

or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Notwithstanding the foregoing, if a dispute arises under Section 6(b)(ii), then an interim finding as to the reasonableness of Indemnitee’s determination regarding a conflict of interest shall be made by an attorney licensed to practice law in the State of Delaware who represents neither party in the Claim and whose firm represents neither party in such Claim, and who is selected by mutual agreement of the parties within 10 days of written notice by either party that a dispute has arisen under Section 6(b)(ii). If the parties are unable to agree on the selection of such attorney within such 10-day period, either party may petition the Delaware Court to appoint a qualifying attorney to serve in such capacity. The reasonable fees and expenses of the attorney making the interim finding shall be borne equally by the Company and Indemnitee, subject to reimbursement by the non-prevailing party upon the final determination of the Delaware Court. The attorney making the interim finding shall provide the parties with a reasonable opportunity to submit written materials prior to making any determination, and shall issue a written interim finding within 30 days of selection. An interim finding in favor of Indemnitee shall obligate the Company to advance costs in accordance with Section 3 and Section 6; however, the ultimate decision whether a conflict of interest existed and whether repayment is required under Section 4 shall be made by the Delaware Court after the conclusion of the Claim by all parties. For the avoidance of doubt, an interim finding shall not be binding on the Delaware Court and shall not create any presumption as to the ultimate determination of whether a conflict of interest existed.

21. Headings. The headings of the sections and 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 or interpretation thereof.

22. 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.

[SIGNATURE PAGE FOLLOWS]

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

FiEE,

Inc.

By:

Name:

Title:

INDEMNITEE

Name:

Address:

Email:

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