Exhibit 10.5


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made and entered into as of March 9, 2021, by and between Digital Transformation Opportunities Corp., a Delaware corporation
(the “Company”), and Kevin Nazemi (“Indemnitee”).


 


WHEREAS, in light of the litigation costs
and risks to directors and officers resulting from their service to companies, and the desire of the Company to attract and retain
qualified individuals to serve as directors and officers, it is reasonable, prudent and necessary for the Company to indemnify
and advance expenses on behalf of its directors and/or officers to the fullest extent permitted by applicable law so that they
will serve or continue to serve the Company free from undue concern regarding such risks;


 


WHEREAS, the Company has requested that
Indemnitee serve or continue to serve as a director and/or an officer of the Company and may have requested or may in the future
request that Indemnitee serve in other capacities;


 


WHEREAS, one of the conditions that Indemnitee
requires in order to serve as a director and/or an officer of the Company is that Indemnitee be so indemnified; and


 


WHEREAS, Indemnitee does not regard
the advancement or indemnification protections provided for in the Bylaws or the Certificate of Incorporation to be adequate protection
against personal liability; and


 


NOW, THEREFORE, in consideration of the
premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


1.            Services
by Indemnitee. Indemnitee agrees to serve as a director and/or an officer of the Company. Indemnitee may at any time and for
any reason resign from such position (subject to any contractual obligation the Indemnitee may have under any other agreement).


 


2.            Indemnification
- General. On the terms and subject to the conditions of this Agreement, the Company shall, to the fullest extent permitted
by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all losses, liabilities, judgments,
fines, penalties, costs, amounts paid in settlement, Expenses (as hereinafter defined) and other amounts that Indemnitee incurs
and that result from, arise in connection with or are by reason of Indemnitee’s Corporate Status (as hereinafter defined)
and shall advance Expenses to Indemnitee. The obligations of the Company under this Agreement (a) shall continue after such
time as Indemnitee ceases to serve as a director or an officer of the Company or in any other Corporate Status, and (b) include,
without limitation, claims for monetary damages against Indemnitee in respect of any actual or alleged liability or other loss
of Indemnitee, to the fullest extent permitted under applicable law (including, if applicable, Section 145 of the Delaware
General Corporation Law) as in existence on the date hereof and as amended from time to time.


 








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3.            Proceedings
Other Than Proceedings by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate
Status, Indemnitee was, is, or is threatened to be made, a party to or a participant in any Proceeding (as hereinafter defined)
other than a Proceeding by or in the right of any of the Company to procure a judgment in its favor, the Company shall, to the
fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all Expenses,
liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest, assessments and other charges
paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines and amounts paid in settlement)
incurred by Indemnitee or on behalf of Indemnitee in connection with such Proceeding or any claim, issue or matter therein.


 


4.            Proceedings
by or in the Right of the Company. If in connection with or by reason of Indemnitee’s Corporate Status, Indemnitee
was, is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of any of the Company to
procure a judgment in the Company’s favor, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee
with respect to, and hold Indemnitee harmless from and against, all Expenses incurred by Indemnitee or on behalf of Indemnitee
in connection with such Proceeding or any claim, issue or matter therein.


 


5.            Mandatory
Indemnification in Case of Successful Defense. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is a party to (or a participant in) and is successful, on the merits or otherwise, in defense of any Proceeding or any claim, issue
or matter therein (including, without limitation, any Proceeding brought by or in the right of the Company), the Company shall,
to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from and against, all
Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith. If Indemnitee is not wholly successful in defense
of such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters
in such Proceeding, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee against all Expenses incurred
by Indemnitee or on behalf of Indemnitee in connection with each successfully resolved claim, issue or matter. For purposes of
this Section 5 and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,
with or without prejudice, on substantive or procedural grounds, or settlement of any such claim prior to a final judgment by a
court of competent jurisdiction with respect to such Proceeding, shall be deemed to be a successful result as to such claim, issue
or matter.


 


6.            Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement or otherwise to indemnification by the Company
for some or a portion of the Expenses, liabilities, judgments, penalties, fines and amounts paid in settlement (including all interest,
assessments and other charges paid or payable in connection with or in respect of such liabilities, judgments, penalties, fines
and amounts paid in settlement) incurred by Indemnitee or on behalf of Indemnitee in connection with a Proceeding or any claim,
issue or matter therein, in whole or in part, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee to
the fullest extent to which Indemnitee is entitled to such indemnification.


 






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7.            Indemnification
for Additional Expenses Incurred to Secure Recovery or as Witness.


 


(a)          The
Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee harmless from
and against, any and all Expenses and, if requested by Indemnitee, shall advance on an as-incurred basis (as provided in Section 8
of this Agreement) such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action or proceeding or
part thereof brought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company under this Agreement,
any other agreement, the Certificate of Incorporation or Bylaws of the Company as now or hereafter in effect; or (ii) recovery
under any director and officer liability insurance policies maintained by the Company.


 


(b)          To
the extent that Indemnitee is a witness (or is forced or asked to respond to discovery requests) in any Proceeding to which Indemnitee
is not a party, the Company shall, to the fullest extent permitted by law, indemnify Indemnitee with respect to, and hold Indemnitee
harmless from and against, and the Company will advance on an as-incurred basis (as provided in Section 8 of this Agreement),
all Expenses incurred by Indemnitee or on behalf of Indemnitee in connection therewith.


 


8.            Advancement
of Expenses. The Company shall, to the fullest extent permitted by law, pay on a current and as-incurred basis all Expenses
incurred by Indemnitee in connection with any Proceeding in any way connected with, resulting from or relating to Indemnitee’s
Corporate Status. Such Expenses shall be paid in advance of the final disposition of such Proceeding, without regard to whether
Indemnitee will ultimately be entitled to be indemnified for such Expenses and without regard to whether an Adverse Determination
(as hereinafter defined) has been or may be made, except as contemplated by the last sentence of Section 9(f) of
this Agreement. Upon submission of a request for advancement of Expenses pursuant to Section 9(c) of this Agreement, Indemnitee
shall be entitled to advancement of Expenses as provided in this Section 8, and such advancement of Expenses shall
continue until such time (if any) as there is a final non-appealable judicial determination that Indemnitee is not entitled to
indemnification. Indemnitee shall repay such amounts advanced if and to the extent that it shall ultimately be determined in a
decision by a court of competent jurisdiction from which no appeal can be taken that Indemnitee is not entitled to be indemnified
by the Company for such Expenses. Such repayment obligation shall be unsecured and shall not bear interest. The Company shall not
impose on Indemnitee additional conditions to advancement or require from Indemnitee additional undertakings regarding repayment.


 


9.            Indemnification
Procedures.


 


(a)            Notice
of Proceeding. Indemnitee agrees to notify the Company promptly upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification or advancement
of Expenses hereunder. Any failure by Indemnitee to notify the Company will relieve the Company of its advancement or indemnification
obligations under this Agreement only to the extent the Company can establish that such omission to notify resulted in actual and
material prejudice to it which cannot be reversed or otherwise eliminated without any material negative effect on the Company,
and the omission to notify the Company will, in any event, not relieve the Company from any liability which it may have to indemnify
Indemnitee otherwise than under this Agreement. If, at the time of receipt of any such notice, the Company has director and officer
insurance policies in effect, the Company will promptly notify the relevant insurers in accordance with the procedures and requirements
of such policies.


 






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(b)           Defense;
Settlement. Indemnitee shall have the sole right and obligation to control the defense or conduct of any claim or Proceeding
with respect to Indemnitee. The Company shall not, without the prior written consent of Indemnitee, which may be provided or withheld
in Indemnitee’s sole discretion, effect any settlement of any Proceeding against Indemnitee or which could have been brought
against Indemnitee or which potentially or actually imposes any cost, liability, exposure or burden on Indemnitee unless (i) such
settlement solely involves the payment of money or performance of any obligation by persons other than Indemnitee and includes
an unconditional release of Indemnitee by all relevant parties from all liability on any matters that are the subject of such Proceeding
and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters and (ii) the Company has fully
indemnified the Indemnitee with respect to, and held Indemnitee harmless from and against, all Expenses incurred by Indemnitee
or on behalf of Indemnitee in connection with such Proceeding. The Company shall not be obligated to indemnify Indemnitee against
amounts paid in settlement of a Proceeding against Indemnitee if such settlement is effected by Indemnitee without the Company’s
prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such settlement solely
involves the payment of money or performance of any obligation by persons other than the Company and includes an unconditional
release of the Company by any party to such Proceeding other than the Indemnitee from all liability on any matters that are the
subject of such Proceeding and an acknowledgment that the Company denies all wrongdoing in connection with such matters.


 


(c)            Request
for Advancement; Request for Indemnification.


 


(i)             To
obtain advancement of Expenses under this Agreement, Indemnitee shall submit to the Company a written request therefor, together
with such invoices or other supporting information as may be reasonably requested by the Company and reasonably available to Indemnitee,
and, only to the extent required by applicable law which cannot be waived, an unsecured written undertaking to repay amounts advanced.
The Company shall make advance payment of Expenses to Indemnitee no later than five (5) business days after receipt of the
written request for advancement (and each subsequent request for advancement) by Indemnitee. If, at the time of receipt of any
such written request for advancement of Expenses, the Company has director and officer insurance policies in effect, the Company
will promptly notify the relevant insurers in accordance with the procedures and requirements of such policies. The Company shall
thereafter keep such director and officer insurers informed of the status of the Proceeding or other claim and take such other
actions, as appropriate to secure coverage of Indemnitee for such claim.


 


(ii)            To
obtain indemnification under this Agreement, Indemnitee may submit a written request for indemnification hereunder. The time
at which Indemnitee submits a written request for indemnification shall be determined by the Indemnitee in the Indemnitee's sole
discretion. Once Indemnitee submits such a written request for indemnification (and only at such time that Indemnitee submits such
a written request for indemnification), a Determination (as hereinafter defined) shall thereafter be made, as provided in and only
to the extent required by Section 9(d) of this Agreement. In no event shall a Determination be made, or required
to be made, as a condition to or otherwise in connection with any advancement of Expenses pursuant to Section 8 and
Section 9(c)(i) of this Agreement. If, at the time of receipt of any such request for indemnification, the Company
has director and officer insurance policies in effect, the Company will promptly notify the relevant insurers and take such other
actions as necessary or appropriate to secure coverage of Indemnitee for such claim in accordance with the procedures and requirements
of such policies.


 






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(d)           Determination.
The Company agrees that Indemnitee shall be indemnified to the fullest extent permitted by law and that no Determination shall
be required in connection with such indemnification unless specifically required by applicable law which cannot be waived. In no
event shall a Determination be required in connection with indemnification for Expenses pursuant to Section 7 of this
Agreement or incurred in connection with any Proceeding or portion thereof with respect to which Indemnitee has been successful
on the merits or otherwise. Any decision that a Determination is required by law in connection with any other indemnification of
Indemnitee, and any such Determination, shall be made within twenty (20) days after receipt of Indemnitee’s written request
for indemnification pursuant to Section 9(c)(ii) and such Determination shall be made either (i) by the Disinterested
Directors (as hereinafter defined), even though less than a quorum, so long as Indemnitee does not request that such Determination
be made by Independent Counsel (as hereinafter defined), or (ii) if so requested by Indemnitee, in Indemnitee’s sole
discretion, by Independent Counsel in a written opinion to the Company and Indemnitee. If a Determination is made that Indemnitee
is entitled to indemnification, payment to Indemnitee shall be made within five (5) business days after such Determination.
Indemnitee shall reasonably cooperate with the person, persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation
or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such Determination. Any Expenses incurred by Indemnitee in so cooperating with the Disinterested Directors
or Independent Counsel, as the case may be, making such determination shall be advanced and borne by the Company (irrespective
of the Determination as to Indemnitee’s entitlement to indemnification) and the Company is liable to indemnify and hold Indemnitee
harmless therefrom. If the person, persons or entity empowered or selected under Section 9(d) of this Agreement
to determine whether Indemnitee is entitled to indemnification shall not have made a determination within twenty (20) days after
receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest
extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement
not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such twenty (20) day period may be extended for a reasonable time, not to exceed
an additional twenty (20) days, if the person, persons or entity making the determination with respect to entitlement to indemnification
in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto;
and provided, further, that the foregoing provisions of this Section 9(d) shall not apply if the determination
of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(e).


 






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(e)            Independent
Counsel. In the event Indemnitee requests that the Determination be made by Independent Counsel pursuant to Section 9(d) of
this Agreement, the Independent Counsel shall be selected as provided in this Section 9(e). The Independent Counsel
shall be selected by Indemnitee (unless Indemnitee shall request that such selection be made by the Board of Directors, in which
event the Board of Directors shall make such selection on behalf of the Company, subject to the remaining provisions of this Section 9(e)),
and Indemnitee or the Company, as the case may be, shall give written notice to the other, advising the Company or Indemnitee of
the identity of the Independent Counsel so selected. The Company or Indemnitee, as the case may be, may, within five (5) days
after such written notice of selection shall have been received, deliver to Indemnitee or the Company, as the case may be, a written
objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section 15 of
this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely
objection, the person so selected shall act as Independent Counsel. If a written objection is so made and substantiated, the Independent
Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction
has determined that such objection is without merit. If, within ten (10) days after submission by Indemnitee of a written
request for indemnification pursuant to Section 9(c)(ii) of this Agreement and after a request for the appointment
of Independent Counsel has been made, no Independent Counsel shall have been selected and not objected to, either the Company or
Indemnitee may petition a court of competent jurisdiction for resolution of any objection which shall have been made by the Company
or Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person
selected by the court or by such other person as the court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 9(d) of this Agreement.
Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 9(f) 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). Any expenses incurred by or in connection with the appointment of Independent Counsel shall
be borne by the Company (irrespective of the Determination of Indemnitee's entitlement to indemnification) and not by Indemnitee.


 


(f)            Consequences
of Determination; Remedies of Indemnitee. The Company shall be bound by and shall have no right to challenge a Favorable Determination.
If an Adverse Determination is made, or if for any other reason the Company does not make timely indemnification payments or advances
of Expenses, Indemnitee shall have the right to commence a Proceeding before a court of competent jurisdiction to challenge
such Adverse Determination and/or to require the Company to make such payments or advances (and the Company shall have the right
to defend its position in such Proceeding and to appeal any adverse judgment in such Proceeding). Indemnitee shall be entitled
to be indemnified for all Expenses incurred in connection with such a Proceeding and to have such Expenses advanced by the Company
in accordance with Section 8 of this Agreement. If Indemnitee fails to challenge an Adverse Determination within fifteen
(15) business days, or if Indemnitee challenges an Adverse Determination and such Adverse Determination has been upheld by a final
judgment of a court of competent jurisdiction from which no appeal can be taken, then, to the extent and only to the extent required
by such Adverse Determination or final judgment, the Company shall not be obligated to indemnify or advance Expenses to Indemnitee
under this Agreement.


 






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(g)           Presumptions;
Burden and Standard of Proof. The parties intend and agree that, to the extent permitted by law, in connection with any Determination
with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:


 


(i)             it
will be presumed that Indemnitee is entitled to indemnification under this Agreement (notwithstanding any Adverse Determination),
and the Company or any other person or entity challenging such right will have the burden of proof to overcome that presumption
in connection with the making by any person, persons or entity of any determination contrary to that presumption;


 


(ii)            the
termination of any action, suit 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, and, with respect to any criminal action or proceeding,
had reasonable cause to believe that Indemnitee’s conduct was unlawful;


 


(iii)           Indemnitee
will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Company,
including financial statements, or on information supplied to Indemnitee by the officers, employees, or committees of the board
of directors of the Company, or on the advice of legal counsel or other advisors (including financial advisors and accountants)
for the Company or on information or records given in reports made to the Company by an independent certified public accountant
or by an appraiser or other expert or advisor selected by the Company; and


 


(iv)           the
knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company or relevant enterprises
will not be imputed to Indemnitee in a manner that limits or otherwise adversely affects Indemnitee’s rights hereunder.


 


The provisions of this Section 9(g) shall
not be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the
applicable standard of conduct set forth in this Agreement.


 


10.          Remedies
of Indemnitee.


 


(a)            Subject
to Section 10(e), in the event that (i) a determination is made pursuant to Section 9(d) of this
Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely
made pursuant to Section 9(c) of this Agreement, (iii) no determination of entitlement to indemnification
shall have been made pursuant to Section 9(d) of this Agreement within twenty (20) days after receipt by the Company
of the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 5, 6
or 7 of this Agreement within five (5) business days after receipt by the Company of a written request therefor, (v) payment
of indemnification pursuant to Section 3, 4 or 7 of this Agreement is not made within five (5) business
days after a determination has been made that Indemnitee is entitled to indemnification, or (vi) in the event that the Company
or any other person takes or threatens to take any action to declare this Agreement void or unenforceable, or institutes any litigation
or other action or Proceeding designed to deny, or to recover from, the Indemnitee the benefits provided or intended to be provided
to the Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of his entitlement to such indemnification
or advancement of Expenses. Alternatively, Indemnitee, at his 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 one hundred eighty (180) days following the
date on which Indemnitee first has the right to commence such proceeding pursuant to this Section 10(a); provided,
however, that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce his rights
under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 






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(b)           In
the event that a determination shall have been made pursuant to Section 9(d) of this Agreement that Indemnitee
is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 10 shall
be conducted in all respects as a de novo trial, or arbitration, on the merits, in which (i) Indemnitee shall not be prejudiced
by reason of that adverse determination, and (ii) the Company shall bear the burden of establishing that Indemnitee is not
entitled to indemnification.


 


(c)           If
a determination shall have been made pursuant to Section 9(d) of 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 Section 10, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or
(ii) a prohibition of such indemnification under applicable law.


 


(d)           The
Company shall, to the fullest extent not prohibited by law, be precluded from asserting in any judicial proceeding or arbitration
commenced pursuant to this Section 10 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.


 


(e)           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 the Proceeding.


 


11.          Insurance;
Subrogation; Other Rights of Recovery, etc.


 


(a)          The
Company shall use its commercially reasonable efforts to purchase and maintain a policy or policies of insurance with reputable
insurance companies, providing Indemnitee with coverage for any liability asserted against, and incurred by, Indemnitee or
on Indemnitee’s behalf by reason of Indemnitee’s Corporate Status, or arising out of Indemnitee’s status as such,
whether or not the Company would have the power to indemnify Indemnitee against such liability. Such insurance policies shall have
coverage terms and policy limits at least as favorable to Indemnitee as the insurance coverage provided to any other director or
officer of the Company. If the Company has such insurance in effect at the time it receives from Indemnitee any notice of the commencement
of an action, suit, proceeding or other claim, the Company shall give prompt notice of the commencement of such action, suit, proceeding
or other claim to the insurers and take such other actions in accordance with the procedures set forth in the policy as required
or appropriate to secure coverage of Indemnitee for such action, suit, proceeding or other claim. 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 action, suit, proceeding or other claim in accordance with the terms of such policy. The Company shall continue to provide
such insurance coverage to Indemnitee for a period of at least ten (10) years after Indemnitee ceases to serve as a director
or an officer or in any other Corporate Status.


 






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(b)          The
Company shall not be liable to pay or advance to Indemnitee any amounts otherwise indemnifiable under this Agreement or under any
other indemnification agreement if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise; provided, however, that (i) the Company hereby agrees that it is the
indemnitor of first resort under this Agreement and under any other indemnification agreement (i.e., its obligations to Indemnitee
under this Agreement or any other agreement or undertaking to provide advancement and/or indemnification to Indemnitee are primary.


 


(c)          Except
as provided in Sections 11(b) and 11(c) of this Agreement, the rights to indemnification and advancement
of Expenses as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time,
whenever conferred or arising, be entitled under applicable law, under the Certificate of Incorporation or Bylaws, or under any
other agreement, or otherwise. Indemnitee’s rights under this Agreement are present contractual rights that fully vest upon
Indemnitee’s first service as a director or an officer of the Company. The Parties hereby agree that Sections 11(b) and
11(c) of this Agreement shall be deemed exclusive and shall be deemed to modify, amend and clarify any right to indemnification
or advancement provided to Indemnitee under any other contract, agreement or document with the Company.


 


(d)          No
amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under
this Agreement in respect of any action taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to such
amendment, alteration or repeal. To the extent that a change in the General Corporation Law of the State of Delaware (or other
applicable law), whether by statute or judicial decision, permits greater indemnification or advancement of Expenses than would
be afforded currently under the Certificate of Incorporation or Bylaws and this Agreement, it is the intent of the parties hereto
that Indemnitee enjoy by this Agreement the greater benefits so afforded by such change. The assertion or employment of any right
or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 






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12.          Employment
Rights; Successors; Third Party Beneficiaries.


 


(a)          This
Agreement shall not be deemed an employment contract between the Company and Indemnitee. This Agreement shall continue in force
as provided above after Indemnitee has ceased to serve as a director and/or an officer of the Company or any other Corporate Status.


 


(b)          This
Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and Indemnitee’s
heirs, executors and administrators. If the Company or any of its successors or assigns shall (i) consolidate with or merge
into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or
merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity,
then, and in each such case, proper provisions shall be made so that the successors and assigns of the Company shall assume all
of the obligations set forth in this Agreement.


 


13.          Severability.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation,
each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the
intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without
limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


14.          Definitions.
For purposes of this Agreement:


 


(a)          “Board
of Directors” means the board of directors of the Company.


 


(b)          “Bylaws”
means (i) in the case of the Company, its Bylaws and (ii) in the case of any other entity, its bylaws or similar governing
document.


 


(c)          “Certificate
of Incorporation” means (i) in the case of the Company, its Amended & Restated Certificate of Incorporation
and (ii) in the case of any other entity, its certificate of incorporation, articles of incorporation or similar constituting
document.


 


(d)          “Corporate
Status” describes the status of a person by reason of such person’s past, present or future service as a director,
officer, employee, fiduciary, trustee, or agent of any of the Company (including, without limitation, one who serves at the request
of the Company as a director, officer, employee, fiduciary, trustee or agent of any other entity).


 


(e)          “Determination”
means a determination that either (x) there is a reasonable basis for the conclusion that indemnification of Indemnitee is
proper in the circumstances because Indemnitee met a particular standard of conduct (a “Favorable Determination”)
or (y) there is no reasonable basis for the conclusion that indemnification of Indemnitee is proper in the circumstances because
Indemnitee met a particular standard of conduct (an “Adverse Determination”). An Adverse Determination shall
include the decision that a Determination was required in connection with indemnification and the decision as to the applicable
standard of conduct.


 






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(f)           “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
is sought by Indemnitee and does not otherwise have an interest materially adverse to any interest of the Indemnitee.


 


(g)          “Expenses”
shall mean all direct and indirect costs, fees and expenses of any type or nature whatsoever and shall specifically include, without
limitation, all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees and costs of experts, witness
fees and costs, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,
any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under
this Agreement, ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in
connection with prosecuting, defending, preparing to prosecute or defend, investigating, being or preparing to be a witness, in,
or otherwise participating in, a Proceeding or an appeal resulting from a Proceeding, including, but not limited to, the premium
for appeal bonds, attachment bonds or similar bonds and all interest, assessments and other charges paid or payable in connection
with or in respect of any such Expenses, and shall also specifically include, without limitation, all reasonable attorneys’
fees and all other expenses incurred by or on behalf of Indemnitee in connection with preparing and submitting any requests or
statements for indemnification, advancement, contribution or any other right provided by this Agreement. Expenses, however, shall
not include amounts of judgments or fines against Indemnitee.


 


(h)          “Independent
Counsel” means, at any time, any law firm, or a member of a law firm, that (a) is experienced in matters of corporation
law and (b) is not, at such time, or has not been in the five years prior to such time, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under
this Agreement, or of other indemnities 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 and to be jointly and severally liable therefor.


 


(i)           “Proceeding”
includes any actual, threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation
(formal or informal), inquiry, administrative hearing or any other actual, threatened, pending or completed proceeding, whether
brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative in nature,
in which Indemnitee was, is, may be or will be involved as a party, witness or otherwise, by reason of Indemnitee’s Corporate
Status or by reason of any action taken by Indemnitee or of any inaction on Indemnitee’s part while acting as director, officer,
employees, fiduciary, trustee or agent of the Company (in each case whether or not he is acting or serving in any such capacity
or has such status at the time any liability or expense is incurred for which indemnification or advancement of Expenses can be
provided under this Agreement). If the Indemnitee believes in good faith that a given situation may lead to or culminate in the
institution of a Proceeding, this shall be considered a Proceeding under this paragraph.


 






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(j)           “Sponsor”
means, Digital Transformation Sponsor LLC.


 


15.          Construction.
Whenever required by the context, as used in this Agreement the singular number shall include the plural, the plural shall include
the singular, and all words herein in any gender shall be deemed to include (as appropriate) all genders.


 


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


 


17.          Modification
and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in a writing identified
as such by all of the parties hereto. Except as otherwise expressly provided herein, the rights of a party hereunder (including
the right to enforce the obligations hereunder of the other parties) may be waived only with the written consent of such party,
and no waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.


 


18.          Notice
Mechanics. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have
been duly given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have
been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:


 


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


 






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(b)          If
to the Company, to:


 


Digital Transformation Opportunities
Corp. 


10485 NE 6th Street, Unit 3930


Bellevue, WA 98004


Attn: Kevin Nazemi


Email: kevin@dtocorp.com


 


with a copy, which shall not constitute notice,
to:


 


Paul Hastings LLP


515 South Flower Street


Twenty-Fifth Floor


Los Angeles, CA 90071


Attn: Jonathan Ko


Email: jonathanko@paulhastings.com


 


or to such other address as may have been furnished (in the
manner prescribed above) as follows: (a) in the case of a change in address for notices to Indemnitee, furnished by Indemnitee
to the Company and (b) in the case of a change in address for notices to the Company, furnished by the Company to Indemnitee.


 


19.          Contribution.
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, 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 reasonably
incurred 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 other directors, officers, employees and agents) and Indemnitee
in connection with such event(s) and/or transaction(s).


 


20.          Governing
Law; Submission to Jurisdiction; Appointment of Agent for Service of Process. This Agreement and the legal relations among
the parties shall, to the fullest extent permitted by law, be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware, without regard to its conflict of laws rules. The Company and Indemnitee hereby irrevocably and unconditionally
(i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Court
of Chancery of the State of Delaware (the “Delaware Court”), and not in any other state or federal court in the United
States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware
Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) waive any objection
to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) waive, and agree not to plead or to
make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or otherwise inconvenient
forum.


 






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


 


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.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year first above written.


 


	Company:	Digital Transformation Opportunities Corp.
	 	 
	 	 
	 	By:	/s/ Kevin Nazemi
	 	Name: 	Kevin Nazemi
	 	Title: 	Chief Executive Officer
	 	 
	 	 
	Indemnitee:	/s/ Kevin Nazemi
	 	Name:	Kevin Nazemi
	 	Address: 	c/o 10485 NE 6th Street, Unit 3930 Bellevue, WA 98004


 


[Signature Page to Indemnification Agreement]